INSURED MUNICIPALS INC TR & INV QUAL TAX EX TR MULTI SER 232
487, 1994-09-15
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                                                            File No. 33-54983
                                                            CIK #896711

                   Securities And Exchange Commission
                      Washington, D.C.  20549-1004

                             Amendment No. 1
                                   to
                                Form S-6

For Registration under the Securities Act of 1933 of Securities of Unit
Investment Trusts Registered on Form N-8B-2.

A. Exact Name of Trust:         Insured Municipals Income Trust and Investors'
                                Quality Tax-Exempt Trust, Multi-Series 232

B. Name of Depositor:           Van Kampen Merritt Inc.

C. Complete address of Depositor's principal executive offices:

                                One Parkview Plaza
                                Oakbrook Terrace, Illinois  60181

D. Name and complete address of agents for service:

   Chapman and Cutler           Van Kampen Merritt Inc.
   Attn:  Mark J. Kneedy        Attn:  John C. Merritt, Chairman
   111 W. Monroe Street         One Parkview Plaza
   Chicago, Illinois  60603     Oakbrook Terrace, Illinois  60181


E. Title and amount of securities being registered: 26,915* Units

F. Proposed maximum offering price to the public of the securities being
   registered: ($1020 per Unit**): $27,453,300

G. Amount of filing fee, computed at one twenty-ninth of 1 percent of proposed
   maximum aggregate offering
   price to the public:  $9,466.64 ($351.72 previously paid)

H. Approximate date of proposed sale to the public:

as soon as practicable after the Effective Date of the Registration Statement
 / X /: Check box if it is proposed that this filing will become effective on
September 15, 1994 pursuant to Rule 487.

 17,943 Units registered for primary distribution.
  8,972 Units registered for resale by Depositor of
        Units previously sold in primary distribution.
 **     Estimated solely for the purpose of calculating the
        registration fee.



         Form N-8B-2                               Form S-6
         Item Number                        Heading in Prospectus
                                    
                                    
                                 --
                   Insured Municipals Income Trust and
                   Investors' Quality Tax-Exempt Trust
                            Multi-Series 232

                          Cross Reference Sheet


                 Pursuant to Rule 404(c) of Regulation C
                    under the Securities Act of 1933

               (Form N-8B-2 Items Required by Instruction
                     1 as to Prospectus on Form S-6)

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


                I.  Organization and General Information

1. (a)  Name of trust              )
   (b)  Title of securities issued )  Prospectus Front Cover Page

2. Name and address of Depositor   )  Introduction
                                   )  Summary of Essential Financial
                                   )    Information
                                   )  Trust Administration

3. Name and address of Trustee     )  Introduction
                                   )  Summary of Essential Financial
                                   )  Information
                                   )  Trust Administration

4. Name and address of principal   )  Underwriting
     underwriter                   )

5. Organization of trust           )  Introduction

6. Execution and termination of    )  Introduction
     Trust Indenture and Agreement )  Trust Administration

7. Changes of Name                 )  *

8. Fiscal year                     )  *

9. Material Litigation             )  *


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

10. General information regarding  )  Introduction
      trust's securities and rights)  Unitholder Explanations
      of security holders          )  Trust Information
                                   )  Trust Administration

11. Type of securities comprising  )  Introduction
      units                        )  Trust Information
                                   )  Trust Portfolios

12. Certain information regarding  )  *
      periodic payment certificates)

13. (a)  Load, fees, charges and   )  Introduction
      expenses                     )  Summary of Essential Financial
                                   )  Information
                                   )  Unitholder Explanations
                                   )  Trust Information
                                   )  Trust Administration

    (b)  Certain information regard-) *
           ing periodic payment plan)
           certificates            )

    (c)  Certain percentages       )  Introduction
                                   )  Summary of Essential Financial
                                   )  Information
                                   )  Unitholder Explanations

    (d)  Certain other fees,       )  Unitholder Explanations
           expenses or charges     )  Trust Administration
           payable by holders      )

    (e)  Certain profits to be     )  Unitholder Explanations
           received by depositor,  )  Underwriting
           principal underwriter,  )  Notes to Portfolios
           trustee or affiliated   )
           persons                 )

    (f)  Ratio of annual charges   )  *
           to income               )

14. Issuance of trust's securities )  Unitholder Explanations

15. Receipt and handling of payments) *
      from purchasers              )

16. Acquisition and disposition of )  Introduction
      underlying securities        )  Unitholder Explanations
                                   )  Trust Administration

17. Withdrawal or redemption       )  Unitholder Explanations
                                   )  Trust Administration

18. (a)  Receipt and disposition   )  Introduction
      of income                    )  Unitholder Explanations

    (b)  Reinvestment of distribu- )  *
           tions                   )

    (c)  Reserves or special funds )  Unitholder Explanations
                                   )  Trust Administration

    (d)  Schedule of distributions )  *

19. Records, accounts and reports  )  Unitholder Explanations
                                   )  Trust Administration

20. Certain miscellaneous provisions) Trust Administration
      of Trust Agreement           )

21. Loans to security holders      )  *

22. Limitations on liability       )  Trust Portfolios
                                   )  Trust Administration

23. Bonding arrangements           )  *

24. Other material provisions of   )  *
      trust indenture or agreement )


    III.  Organization, Personnel and Affiliated Persons of Depositor

25. Organization of Depositor      )  Trust Administration

26. Fees received by Depositor     )  Trust Administration

27. Business of Depositor          )  Trust Administration

28. Certain information as to      )
      officials and affiliated     )  *
      persons of Depositor         )

29. Companies owning securities of )  *
      Depositor                    )

30. Controlling persons of Depositor) *

31. Compensation of Directors      )  *

32. Compensation of Directors      )  *

33. Compensation of Employees      )  *

34. Compensation to other persons  )  Unitholder Explanations


             IV.  Distribution and Redemption of Securities

35. Distribution of trust's        )  Introduction
      securities by states         )  Settlement of Bonds in the Trusts

36. Suspension of sales of trust's )  *
      securities                   )

37. Revocation of authority to     )  *
      distribute                   )

38. (a)  Method of distribution    )

    (b)  Underwriting agreements   )  Unitholder Explanations

    (c)  Selling agreements        )

39. (a)  Organization of principal )
           underwriter             )
                                   )  Trust Administration
    (b)  N.A.S.D. membership by    )
           principal underwriter   )

40. Certain fees received by       )  *
      principal underwriter        )

41. (a)  Business of principal     )  Trust Administration
      underwriter                  )

    (b)  Branch offices of principal) *
      underwriter                  )

    (c)  Salesmen of principal     )  *
      underwriter                  )

42. Ownership of securities of the )  *
      trust                        )

43. Certain brokerage commissions  )
      received by principal        )  *
      underwriter                  )

44. (a)  Method of valuation       )  Introduction
                                   )  Summary of Essential Financial
                                   )  Information
                                   )  Unitholder Explanations
                                   )  Trust Administration

    (b)  Schedule as to offering   )  *
           price                   )

    (c)  Variation in offering price) Unitholder Explanations
           to certain persons      )

45. Suspension of redemption rights)  *

46. (a)  Redemption valuation      )  Unitholder Explanations
                                   )  Trust Administration

    (b)  Schedule as to redemption )  *
      price                        )

47. Purchase and sale of interests )  Unitholder Explanations
      in underlying securities     )  Trust Administration


           V.  Information Concerning the Trustee or Custodian

48. Organization and regulation of )  Trust Administration
      trustee                      )

49. Fees and expenses of trustee   )  Summary of Essential Financial
                                   )  Information
                                   )  Trust Administration

50. Trustee's lien                 )  Trust Administration


     VI.  Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's)
      securities                   )  *


                       VII.  Policy of Registrant

52. (a)  Provisions of trust agree-)
           ment with respect to    )
           replacement or elimi-   )  Trust Administration
           nation of portfolio     )
           securities              )

    (b)  Transactions involving    )
           elimination of underlying) *
           securities              )

    (c)  Policy regarding substitu-)  Trust Administration
           tion or elimination of  )
           underlying securities   )

    (d)  Fundamental policy not    )  *
           otherwise covered       )

53. Tax Status of trust            )  Trust Information
                                   )  Other Matters


              VIII.  Financial and Statistical Information

54. Trust's securities during      )  *
      last ten years               )

55.                                )
                                   )

56. Certain information regarding  )    *
                                   )

57. Periodic payment certificates  )

58.                                )

59. Financial statements (Instruc- )    Other Matters
      tions 1(c) to Form S-6)      )


__________________________________
* Inapplicable, omitted, answer negative or not required

   
September 15, 1994
    
Van Kampen Merritt

   
Insured Municipals Income Trust and 
Investors' Quality Tax-Exempt Trust, Multi-Series 232


Colorado IM-IT 70    New Jersey IM-IT 96    National Quality 87

Georgia IM-IT 72     New Mexico IM-IT 15
    
In the opinion of counsel, interest to the Fund and to Unitholders, with
certain exceptions, is excludable under existing law from gross income for
Federal income taxes. In addition, the interest income of each State Trust is,
in the opinion of counsel, exempt to the extent indicated from state and local
taxes, when held by residents of the state where the issuers of Bonds in such
Trust are located. Capital gains, if any, are subject to Federal tax. 
   
The Fund. The objectives of the Fund are Federal and, in the case of a State
Trust, state tax-exempt income and conservation of capital through an
investment in a diversified portfolio of tax-exempt bonds. The Fund consists
of five underlying separate unit investment trusts designated as Colorado
Insured Municipals Income Trust, Series 70 (the "Colorado IM-IT Trust"),
Georgia Insured Municipals Income Trust, Series 72 (the "Georgia IM-IT
Trust"), New Jersey Insured Municipals Income Trust, Series 96 (the "New
Jersey IM-IT Trust"), New Mexico Insured Municipals Income Trust, Series 15
(the "New Mexico IM-IT Trust") and Investors' Quality Tax-Exempt Trust, Series
87 (the "National Quality Trust"). The various trusts are collectively
referred to herein as the "Trusts", the Colorado IM-IT, Georgia IM-IT, New
Jersey IM-IT and New Mexico IM-IT Trusts are sometimes collectively referred
to herein as the "State Trusts", while the Colorado IM-IT, Georgia IM-IT, New
Jersey IM-IT and New Mexico IM-IT  Trusts are sometimes collectively referred
to herein as the "Insured Trusts"and the National Quality Trust is sometimes
referred to herein as the "Quality Trust". Each Trust initially consists of
delivery statements relating to contracts to purchase securities and,
thereafter, will consist of such securities as may continue to be held (the
"Bonds"or "Securities"). Such Securities are interest-bearing obligations
issued by or on behalf of municipalities and other governmental authorities,
the interest on which is, in the opinion of recognized bond counsel to the
issuing governmental authority, exempt from all Federal income taxes under the
existing law. In addition, the interest income of each State Trust is, in the
opinion of counsel, exempt to the extent indicated from state and local taxes,
when held by residents of the state where the issuers of Bonds in such Trust
are located. 

"AAA"Rating for the Insured Trusts Only. Insurance guaranteeing the payments
of principal and interest, when due, on the Securities in the portfolio of
each Insured Trust has been obtained from a municipal bond insurance company
either by such Trust or by the issuer of the Bonds involved, by a prior owner
of the Bonds or by the Sponsor prior to the deposit of such Bonds in an
Insured Trust. See "Unitholder Explanations--Insurance on the Bonds in the
Insured Trusts"on page 21. Insurance obtained by an Insured Trust applies only
while Bonds are retained in such Trust while insurance obtained on Preinsured
Bonds is effective so long as such Bonds are outstanding. The Trustee, upon
the sale of a Bond insured under an insurance policy obtained by an Insured
Trust, has a right to obtain from the insurer involved permanent insurance for
such Bond upon the payment of a single predetermined insurance premium and any
expenses related thereto from the proceeds of the sale of such Bond. Insurance
relates only to the Bonds in a Trust and not to the Units offered hereby or to
the market value thereof. As a result of such insurance, the Units of each
Insured Trust have received a rating of "AAA"by Standard & Poor's Corporation.
Standard & Poor's Corporation has indicated that this rating is not a
recommendation to buy, hold or sell Units nor does it take into account the
extent to which expenses of each Insured Trust or sales by each Insured Trust
of Bonds for less than the purchase price paid by such Trust will reduce
payments to Unitholders of the interest and principal required to be paid on
such Bonds. See "Unitholder Explanations--Insurance on the Bonds in the
Insured Trusts". No representation is made as to any insurer's ability to meet
its commitments. 
    
Public Offering Price. The Public Offering Price of the Units of each Trust
during the initial offering period is equal to the aggregate offering price of
the Securities in such Trust's portfolio and cash, if any, in the Principal
Account held or owned by such Trust Fund plus the applicable sales charge plus
Purchased Interest and accrued interest, if any. After the initial public
offering period, the secondary market Public Offering Price of each Trust will
be equal to the aggregate bid price of the Securities in such Trust and cash,
if any, in the Principal Account held or owned by such Trust Fund plus the
applicable sales charge plus Purchased Interest and accrued interest, if any.
Sales charges for the Trusts in the initial market, expressed both as a
percentage of the Public Offering Price (excluding Purchased Interest) and as
a percentage of the aggregate offering price of the Securities, are set forth
in footnote (2) under "Summary of Essential Financial Information". For sales
charges in the secondary market, see "Unitholder Explanations--Public
Offering". If the Securities in each Trust were available for direct purchase
by investors, the purchase price of the Securities would not include the sales
charge included in the Public Offering Price of the Units. During the initial
offering period, the sales charge is reduced on a graduated scale for sales
involving at least 100 Units. If Units were available for purchase at the
close of business on the day before the Date of Deposit, the Public Offering
Price per Unit would have been that amount set forth in the "Summary of
Essential Financial Information"for each Trust. See "Unitholder
Explanations--Public Offering". 

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

As published by the rating companies.

Estimated Current Return and Estimated Long-Term Return. The annual Estimated
Current Return and Estimated Long-Term Return to Unitholders as of the close
of business on the day before the Date of Deposit were as set forth under "Per
Unit Information"for each Trust. The methods of calculating Estimated Current
Return and Estimated Long-Term Return are set forth in the footnotes to the
"Per Unit Information"for each Trust. 

Objectives of The Fund. The objectives of the Fund are income exempt from
Federal income tax and, in the case of a State Trust, Federal and state income
tax (if any) and conservation of capital through an investment in diversified
portfolios of Federal and state tax-exempt obligations. There is, of course,
no guarantee that the Fund will achieve its objectives. The Fund may be an
appropriate investment vehicle for investors who desire to participate in a
portfolio of tax-exempt fixed income securities with greater diversification
than they might be able to acquire individually. In addition, securities of
the type deposited in the Fund are often not available in small amounts. Units
of the Trust are not deposits or obligations of or guaranteed or endorsed by,
any bank and are not federally insured or otherwise protected by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency
and involve investment risk, including the possible loss of principal. 

Distributions. Purchasers of Units will receive distributions on a monthly
basis. See "Unitholder Explanations--Settlement of Bonds in the Trusts".
Record dates will be the first day of each month. Distributions will be made
on the fifteenth day of the month subsequent to the respective record dates. 

Market for Units. Although not obligated to do so, the Sponsor, Van Kampen
Merritt Inc., intends to, and certain of the other Underwriters may, maintain
a secondary market for the Units at prices based upon the aggregate bid prices
of the Securities in the respective Trusts plus Purchased Interest; however,
during the initial offering period such prices will be based upon the
aggregate offering prices of the Securities plus Purchased Interest. If such a
market is not maintained and no other over-the-counter market is available, a
Unitholder will be able to dispose of his Units only through redemption at
prices based upon the bid prices of the underlying Securities plus Purchased
Interest (see "Unitholder Explanations--Public Offering--Redemption of
Units"and "Unitholder Explanations--Public Offering--Market for Units"). 

Reinvestment Option. Unitholders have the opportunity to have their
distributions reinvested into an open-end, management investment company as
described herein. See "Unitholder Explanations--Public Offering--Reinvestment
Option".

Risk Factors. An investment in the Trusts should be made with an understanding
of the risks associated therewith, including, among other factors, the
inability of the issuer or an insurer to pay the principal of or interest on a
bond when due, volatile interest rates, early call provisions, and changes to
the tax status of the Bonds. See "Unitholder Explanations--Settlement of Bonds
in the Trusts--Risk Factors".




   
<TABLE>
            INSURED MUNICIPALS INCOME TRUST
         AND INVESTORS' QUALITY TAX-EXEMPT TRUST,
                    Multi-Series 232
              Summary of Essential Financial Information
              At the Close of Business on the day before the Date of Deposit: 
              September 14, 1994
              Sponsor:   Van Kampen Merritt Inc.
              Evaluator: American Portfolio Evaluation Services
                         (A division of a subsidiary of the Sponsor)
              Trustee:   The Bank of New York

<CAPTION>
                                                                           Colorado      Georgia       New Jersey   
GENERAL INFORMATION                                                        IM-IT Trust   IM-IT Trust   IM-IT Trust  
<S>                                                                        <C>           <C>           <C>          
Principal Amount (Par Value) of Securities in Trust....................... $   3,150,000 $   3,100,000 $   3,130,000
Number of Units...........................................................        1/3,137        1/3,164       1/3,146
Fractional Undivided Interest in the Trust per Unit.......................         3,137         3,164         3,146
Principal Amount (Par Value) of Securities per Unit <F1>.................. $    1,004.14 $      979.77 $      994.91
Public Offering Price: ...................................................                                          
 Aggregate Offering Price of Securities in Portfolio...................... $   2,955,008 $   2,979,548 $   2,962,742
 Aggregate Offering Price of Securities per Unit.......................... $      941.99 $      941.70 $      941.75
 Sales Charge <F2>........................................................ $       48.53 $       48.52 $       48.52
 Purchased Interest <F3>.................................................. $      29,746 $      30,938 $      30,614
 Purchased Interest per Unit <F3>......................................... $        9.48 $        9.78 $        9.73
 Public Offering Price per Unit <F3>...................................... $    1,000.00 $    1,000.00 $    1,000.00
Redemption Price per Unit, including Purchased Interest <F3>.............. $      943.91 $      944.10 $      943.71
Secondary Market Repurchase Price per Unit, including                                                               
 Purchased Interest <F3>.................................................. $      951.47 $      951.48 $      951.48
Excess of Public Offering Price per Unit Over Redemption Price per Unit... $       56.09 $       55.90 $       56.29
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption                                               
 Price per Unit........................................................... $        7.56 $        7.38 $        7.77
Minimum Value of the Trust under which Trust Agreement may be                                                       
 terminated............................................................... $     630,000 $     620,000 $     626,000
</TABLE>


<TABLE>
<CAPTION>
<S>                                     <C>
Minimum Principal Distribution .........$1.00 per Unit 
First Settlement Date...................September 22, 1994                           
Evaluator's Annual Supervisory Fee......Maximum of $0.25 per Unit                 
Evaluator's Annual Evaluation Fee<F4>...$0.30 per $1,000 principal amount of Bonds
</TABLE>   

Evaluations for purpose of sale, purchase or redemption of Units are made as
of 4:00 P.M. Eastern time on days of trading on the New York Stock Exchange
next following receipt of an order for a sale or purchase of Units or receipt
by The Bank of New York of Units tendered for redemption. 
    
[FN]
<F1>Many unit investment trusts comprised of municipal securities issue
a number
of units such that each unit represents approximately $1,000 principal
amount
of underlying securities. The Sponsor, on the other hand, in determining the
number of Units for each Trust, other than IM-IT Limited Maturity, IM-IT
Intermediate and IM-IT Short Intermediate Trusts, has elected not to follow
this format but rather to provide that number of Units which will
establish as
close as possible as of the Date of Deposit a Public Offering Price per Unit
of $1,000. For IM-IT Limited Maturity, IM-IT Intermediate and IM-IT Short
Intermediate Trusts, on the other hand, each unit represents $1,000
principal
amount of underlying securities in such Trust on the Date of Deposit. 

<F2>Sales charges for the Trusts, expressed as a percentage of the
Public Offering
Price per Unit (excluding Purchased Interest) and in parenthesis as a
percentage of the aggregate offering price of the Securities, are as follows:
a National Quality Trust or a State Trust - 4.9% (5.152%); an IM-IT Limited
Maturity Trust - 4.3% (4.493%); an IM-IT Intermediate Trust - 3.9% (4.058%);
an IM-IT Short Intermediate Trust - 3.0% (3.093%). 

<F3>Purchased Interest is a portion of the unpaid interest that
has accrued on the
Bonds from the later of the last payment date on the Bonds or the date of
issuance thereof through the First Settlement Date and is included in the
calculation of the Public Offering Price. Purchased Interest will be
distributed to Unitholders as Units are redeemed or Securities mature or are
called. Anyone ordering Units for settlement after the First Settlement Date
will pay accrued interest from such date to the date of settlement (normally
five business days after order) less distributions from the Interest Account
subsequent to the First Settlement Date. For purchases settling on the First
Settlement Date, no accrued interest will be added to the Public Offering
Price other than the Purchased Interest already included therein. After the
initial offering period, the Sponsor's Repurchase Price per Unit will be
determined as described under the caption "Public Offering--Market for Units."

<F4>Such fee is based on the outstanding principal amount of Securities
in each
Trust on the Date of Deposit for the first year and as of the close of
business on January 1 for each year thereafter.

   
<TABLE>
                INSURED MUNICIPALS INCOME TRUST
             AND INVESTORS' QUALITY TAX-EXEMPT TRUST,
                       Multi-Series 232
            Summary of Essential Financial Information 
            At the Close of Business on the day before the Date of Deposit: 
            September 14, 1994
            Sponsor:   Van Kampen Merritt Inc.
            Evaluator: American Portfolio Evaluation Services
                       (A division of a subsidiary of the Sponsor)
            Trustee:   The Bank of New York

<CAPTION>
                                                                                        New Mexico    National     
GENERAL INFORMATION                                                                     IM-IT Trust   Quality Trust
<S>                                                                                     <C>           <C>          
Principal Amount (Par Value) of Securities in Trust.................................... $   3,250,000 $   5,025,000
Number of Units........................................................................         1/3,358     1/5,138
Fractional Undivided Interest in the Trust per Unit....................................         3,358       1/5,138
Principal Amount (Par Value) of Securities per Unit <F1>............................... $      967.84 $      978.01
Public Offering Price: ................................................................                            
 Aggregate Offering Price of Securities in Portfolio................................... $   3,162,265 $   4,848,005
 Aggregate Offering Price of Securities per Unit....................................... $      941.71 $      943.56
 Sales Charge <F2>..................................................................... $       48.52 $       48.61
 Purchased Interest <F3>............................................................... $      32,813 $      40,217
 Purchased Interest per Unit <F3>...................................................... $        9.77 $        7.83
 Public Offering Price per Unit <F3>................................................... $    1,000.00 $    1,000.00
Redemption Price per Unit, including Purchased Interest <F3>........................... $      944.11 $      943.81
Secondary Market Repurchase Price per Unit, including                                                              
 Purchased Interest <F3>............................................................... $      951.48 $      951.39
Excess of Public Offering Price per Unit Over Redemption Price per Unit................ $       55.89 $       56.19
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.37 $        7.58
Minimum Value of the Trust under which Trust Agreement may be terminated............... $     650,000 $   1,005,000
</TABLE>


<TABLE>
<CAPTION>
<S>                                     <C>                                         
Minimum Principal Distribution..........$1.00 per Unit
First Settlement Date...................September 22, 1994                           
Evaluator's Annual Supervisory Fee......Maximum of $0.25 per Unit                 
Evaluator's Annual Evaluation Fee<F4>...$0.30 per $1,000 principal amount of Bonds   
</TABLE>

    
Evaluations for purpose of sale, purchase or redemption of Units are made as
of 4:00 P.M. Eastern time on days of trading on the New York Stock Exchange
next following receipt of an order for a sale or purchase of Units or receipt
by The Bank of New York of Units tendered for redemption. 

Many unit investment trusts comprised of municipal securities issue a number
of units such that each unit represents approximately $1,000 principal amount
of underlying securities. The Sponsor, on the other hand, in determining the
number of Units for each Trust, other than IM-IT Limited Maturity, IM-IT
Intermediate and IM-IT Short Intermediate Trusts, has elected not to follow
this format but rather to provide that number of Units which will establish as
close as possible as of the Date of Deposit a Public Offering Price per Unit
of $1,000. For IM-IT Limited Maturity, IM-IT Intermediate and IM-IT Short
Intermediate Trusts, on the other hand, each unit represents $1,000 principal
amount of underlying securities in such Trust on the Date of Deposit. 

Sales charges for the Trusts, expressed as a percentage of the Public Offering
Price per Unit (excluding Purchased Interest) and in parenthesis as a
percentage of the aggregate offering price of the Securities, are as follows:
a National Quality Trust or a State Trust - 4.9% (5.152%); an IM-IT Limited
Maturity Trust - 4.3% (4.493%); an IM-IT Intermediate Trust - 3.9% (4.058%);
an IM-IT Short Intermediate Trust - 3.0% (3.093%). 

Purchased Interest is a portion of the unpaid interest that has accrued
on the
Bonds from the later of the last payment date on the Bonds or the date of
issuance thereof through the First Settlement Date and is included in the
calculation of the Public Offering Price. Purchased Interest will be
distributed to Unitholders as Units are redeemed or Securities mature or are
called. Anyone ordering Units for settlement after the First Settlement Date
will pay accrued interest from such date to the date of settlement (normally
five business days after order) less distributions from the Interest Account
subsequent to the First Settlement Date. For purchases settling on the First
Settlement Date, no accrued interest will be added to the Public Offering
Price other than the Purchased Interest already included therein. After the
initial offering period, the Sponsor's Repurchase Price per Unit will be
determined as described under the caption "Public Offering--Market for Units."

Such fee is based on the outstanding principal amount of Securities in each
Trust on the Date of Deposit for the first year and as of the close of
business on January 1 for each year thereafter.

SETTLEMENT OF BONDS IN THE TRUSTS 
   
The Fund. Insured Municipals Income Trust and Investors' Quality Tax-Exempt
Trust, Multi-Series 232 (the "Fund"), was created under the laws of the State
of New York pursuant to a Trust Indenture and Agreement (the "Trust
Agreement"), dated the Date of Deposit, among Van Kampen Merritt Inc., as
Sponsor, American Portfolio Evaluation Services, a division of Van Kampen
Merritt Investment Advisory Corp., as Evaluator, and The Bank of New York, as
Trustee. 

The Fund consists of five separate portfolios of delivery statements relating
to contracts to purchase interest-bearing obligations issued by or on behalf
of states and territories of the United States, and political subdivisions and
authorities thereof, the interest on which is, in the opinion of recognized
bond counsel to the issuing authorities, excludable from gross income for
Federal income tax under existing law. All issuers of Securities in a State
Trust are located in the State for which such Trust is named or in United
States territories or possessions and their public authorities; consequently,
in the opinion of recognized bond counsel to such State issuers, the related
interest earned on such Securities is exempt to the extent indicated from
state and local taxes of such State. With the exception of the New York and
Pennsylvania Trusts, Units of such Trusts may be purchased only by residents
of the State for which such Trust is named. Units of a New York Trust may be
purchased by residents of New York, Connecticut, Florida and Massachusetts.
Units of a Pennsylvania Trust may be purchased by residents of Pennsylvania,
Connecticut, Florida, Maryland, New York, Ohio and West Virginia. Offerees in
the States of Indiana, Virginia and Washington may purchase Units of the
National Quality Trust only. On the Date of Deposit, the Sponsor deposited
with the Trustee the aggregate principal amount of Securities in each Trust as
indicated under "General Information--Principal Amount (Par Value) of
Securities in Trust"in the "Summary of Essential Financial Information". Such
Securities consist of delivery statements relating to contracts for the
purchase of certain interest-bearing obligations and cash, cash equivalents
and/or irrevocable letters of credit issued by a financial institution 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 the number of Units in each Trust as indicated
under "Summary of Essential Financial Information."Unless otherwise terminated
as provided herein, the Trust Agreement for any State Trust or National
Quality Trust will terminate at the end of the calendar year prior to the
fiftieth anniversary of its execution, and the Trust Agreement for any IM-IT
Limited Maturity Trust, IM-IT Intermediate Trust or IM-IT Short Intermediate
Trust will terminate at the end of the calendar year prior to the twentieth
anniversary of its execution. 
    
The portfolio of any State Trust or National Quality Trust consists of Bonds
maturing approximately 15 to 40 years from the Date of Deposit. The
approximate range of maturities from the Date of Deposit for Bonds in any
IM-IT Limited Maturity Trust, IM-IT Intermediate Trust and IM-IT Short
Intermediate Trust is 12 to 15 years, 5 to 15 years and 3 to 7 years,
respectively. The dollar-weighted average maturity of the Bonds in any IM-IT
Intermediate Trust and IM-IT Short Intermediate Trust is less than or equal to
10 years and 5 years, respectively. 

Certain of the Bonds in certain of the Trusts may be "zero coupon"bonds. See
footnote (6) in "Notes to Portfolios". Zero coupon bonds are purchased at a
deep discount because the buyer receives only the right to receive a final
payment at the maturity of the bond and does not receive any periodic interest
payments. The effect of owning deep discount bonds which do not make current
interest payments (such as the zero coupon bonds) is that a fixed yield is
earned not only on the original investment but also, in effect, on all
discount earned during the life of such obligation. This implicit reinvestment
of earnings at the same rate eliminates the risk of being unable to reinvest
the income on such obligation at a rate as high as the implicit yield on the
discount obligation, but at the same time eliminates the holder's ability to
reinvest at higher rates in the future. For this reason, zero coupon bonds are
subject to substantially greater price fluctuations during periods of changing
market interest rates than are securities of comparable quality which pay
interest. 

Certain of the Bonds in certain of the Trusts may have been purchased on a
"when, as and if issued"or "delayed delivery"basis. See footnote (5) in "Notes
to Portfolios". The delivery of any such Securities may be delayed or may not
occur. Interest on these Securities begins accruing to the benefit of
Unitholders on their respective dates of delivery. To the extent any
Securities are actually delivered to the Fund after their respective expected
dates of delivery, Unitholders who purchase their Units prior to the date such
Securities are actually delivered to the Trustee would be required to adjust
their tax basis in their Units for a portion of the interest accruing on such
Securities during the interval between their purchase of Units and the actual
delivery of such Securities. As a result of any such adjustment, the Estimated
Current Returns during the first year would be slightly lower than those
stated herein which would be the returns after the first year, assuming the
portfolio of a Trust and estimated annual expenses other than that of the
Trustee (which may be reduced in the first year only) do not vary from that
set forth under "Per Unit Information"for the applicable Trust. Holders of the
Units will be "at risk"with respect to all Securities in the portfolios
including "when, as and if issued"and "delayed delivery"Securities (i.e., may
derive either gain or loss from fluctuations in the evaluation of such
Securities) from the date they commit for Units. For a discussion of the
Sponsor's obligations in the event of the failure of any contract for the
purchase of any of the Securities and limited right to substitute other
tax-exempt bonds to replace any failed contract, see "Replacement Bonds"below. 

Each Unit initially offered represents the fractional undivided interest in
the principal and net income of a Trust indicated under "Summary of Essential
Financial Information". To the extent that any Units are redeemed by the
Trustee, the fractional undivided interest in a 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 Unitholders, which
may include the Sponsor or the Underwriters, or until the termination of the
Trust Agreement. 

Objectives and Securities Selection. The objectives of the Fund are income
exempt from Federal income taxation and, in the case of a State Trust, Federal
and state income taxation and conservation of capital through an investment in
diversified portfolios of Federal and state tax-exempt obligations. There is,
of course, no guarantee that the Trusts will achieve their respective
objectives. The Fund may be an appropriate investment vehicle for investors
who desire to participate in a portfolio of tax-exempt fixed income securities
with greater diversification than they might be able to acquire individually.
In addition, securities of the type deposited in the Fund are often not
available in small amounts. 

Insurance guaranteeing the timely payment, when due, of all principal and
interest on the Bonds in each Insured Trust has been obtained by such Trust
from either AMBAC Indemnity Corporation ("AMBAC Indemnity"), Financial
Guaranty Insurance Company ("Financial Guaranty"or "FGIC") or a combination
thereof (collectively, the "Portfolio Insurers"), or by the issuer of such
Bonds, by a prior owner of such Bonds, or by the Sponsor prior to the deposit
of such Bonds in such Trust from (1) AMBAC Indemnity or one of its
subsidiaries, American Municipal Bond Assurance Corporation ("AMBAC") or MGIC
Indemnity Corporation ("MGIC Indemnity"), (2) Financial Guaranty, (3)
Municipal Bond Investors Assurance Corporation ("MBIA"), (4) Bond Investors
Guaranty Insurance Company ("BIG"), (5) National Union Fire Insurance Company
of Pittsburgh, PA. ("National Union"), (6) Capital Guaranty Insurance Company
("Capital Guaranty"), (7) Capital Markets Assurance Corporation ("CapMAC")
and/or (8) Financial Security Assurance Inc. ("Financial Security"or "FSA")
(collectively, the "Preinsured Bond Insurers") (see "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts"). Insurance
obtained by an Insured Trust is effective only while the Bonds thus insured
are held in such Trust. The Trustee has the right to acquire permanent
insurance from a Portfolio Insurer with respect to each Bond insured by the
respective Portfolio Insurer under a Trust portfolio insurance policy.
Insurance relating to Bonds insured by the issuer, by a prior owner of such
Bonds or by the Sponsor is effective so long as such Bonds are outstanding.
Bonds insured under a policy of insurance obtained by the issuer, by a prior
owner of such Bonds or by the Sponsor from one of the Preinsured Bond Insurers
(the "Preinsured Bonds") are not additionally insured by an Insured Trust. No
representation is made as to any insurer's ability to meet its commitments. 

Neither the Public Offering Price nor any evaluation of Units for purposes of
repurchases or redemptions reflects any element of value for the insurance
obtained by an Insured Trust, if any, unless Bonds are in default in payment
of principal or interest or in significant risk of such default. See
"Unitholder Explanations--Public Offering--Offering Price". On the other hand,
the value, if any, of Preinsured Bond insurance is reflected and included in
the market value of such Bonds. 

In order for bonds to be eligible for insurance, they must have credit
characteristics which would qualify them for at least the Standard & Poor's
Corporation rating of "BBB-"or at least the Moody's Investors Service, Inc.
rating of "Baa", which in brief represent the lowest ratings for securities of
investment grade (see "Other Matters--Description of Securities Ratings").
Insurance is not a substitute for the basic credit of an issuer, but
supplements the existing credit and provides additional security therefor. If
an issue is accepted for insurance, a non-cancellable policy for the prompt
payment of interest and principal on the bonds, when due, is issued by the
insurer. Any premium or premiums relating to Preinsured Bond insurance is paid
by the issuer, by a prior owner of such Bonds or by the Sponsor and a monthly
premium is paid by an Insured Trust for the portfolio insurance, if any,
obtained by such Trust. The Trustee has the right to obtain permanent
insurance from a Portfolio Insurer in connection with the sale of a Bond
insured under the insurance policy obtained from the respective Portfolio
Insurer by an Insured Trust upon the payment of a single predetermined
insurance premium from the proceeds of the sale of such Bond. Accordingly, any
Bond in an Insured Trust is eligible to be sold on an insured basis. All Bonds
insured by the Portfolio Insurers and the Preinsured Bond Insurers receive a
"AAA"rating by Standard & Poor's Corporation. See "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts". 

In selecting Securities for the Trusts the following facts, among others, were
considered by the Sponsor: (a) either the Standard & Poor's Corporation rating
of the Securities was in no case less than "BBB-"in the case of the Insured
Trusts and "A-"in the case of the Quality Trusts, or the Moody's Investors
Service, Inc. rating of the Securities was in no case less than "Baa"in the
case of the Insured Trusts and "A"in the case of the Quality Trusts, including
provisional or conditional ratings, respectively, or, if not rated, the
Securities had, in the opinion of the Sponsor, credit characteristics
sufficiently similar to the credit characteristics of interest-bearing
tax-exempt obligations that were so rated as to be acceptable for acquisition
by the Fund (see "Other Matters--Description of Securities Ratings"), (b) the
prices of the Securities relative to other bonds of comparable quality and
maturity, (c) the diversification of Securities as to purpose of issue and
location of issuer and (d) with respect to the Insured Trusts, the
availability and cost of insurance for the prompt payment of principal and
interest, when due, on the Securities. Subsequent to the Date of Deposit, a
Security may cease to be rated or its rating may be reduced below the minimum
required as of the Date of Deposit. Neither event requires elimination of such
Security from the portfolio of a Trust but may be considered in the Sponsor's
determination as to whether or not to direct the Trustee to dispose of the
Security (see "Trust Administration--Fund Administration and
Expenses--Portfolio Administration"). 

To the best knowledge of the Sponsor, there is no litigation pending as of the
Date of Deposit in respect of any Securities which might reasonably be
expected to have a material adverse effect upon the Fund or any of the Trusts.
At any time after the Date of Deposit, litigation may be initiated on a
variety of grounds with respect to Securities in the Fund. Such litigation,
as, for example, suits challenging the issuance of pollution control revenue
bonds under environmental protection statutes, may affect the validity of such
Securities or the tax-free nature of the interest thereon. While the outcome
of litigation of such nature can never be entirely predicted, the Fund has
received or will receive opinions of bond counsel to the issuing authorities
of each Security on the date of issuance to the effect that such Securities
have been validly issued and that the interest thereon is exempt from Federal
income tax. In addition, other factors may arise from time to time which
potentially may impair the ability of issuers to meet obligations undertaken
with respect to the Securities. 

Risk Factors. Certain of the Bonds in certain of the Trusts may be general
obligations of a governmental entity that are backed by the taxing power of
such entity. In view of this an investment in such a Trust should be made with
an understanding of the characteristics of such issuers and the risks which
such an investment may entail. All other Bonds in the Trusts are revenue bonds
payable from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. General obligation bonds are
secured by the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. Revenue bonds, on the other hand, are
payable only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise tax or
other specific revenue source. There are, of course, variations in the
security of the different Bonds in the Fund, both within a particular
classification and between classifications, depending on numerous factors. See
"General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations which derive
their payments from mortgage loans. Certain of such housing bonds may be FHA
insured or may be single family mortgage revenue bonds issued for the purpose
of acquiring from originating financial institutions notes secured by
mortgages on residences located within the issuer's boundaries and owned by
persons of low or moderate income. In view of this an investment in such a
Trust should be made with an understanding of the characteristics of such
issuers and the risks which such an investment may entail. Mortgage loans are
generally partially or completely prepaid prior to their final maturities as a
result of events such as sale of the mortgaged premises, default, condemnation
or casualty loss. Because these bonds are subject to extraordinary mandatory
redemption in whole or in part from such prepayments of mortgage loans, a
substantial portion of such bonds will probably be redeemed prior to their
scheduled maturities or even prior to their ordinary call dates. Extraordinary
mandatory redemption without premium could also result from the failure of the
originating financial institutions to make mortgage loans in sufficient
amounts within a specified time period. Additionally, unusually high rates of
default on the underlying mortgage loans may reduce revenues available for the
payment of principal of or interest on such mortgage revenue bonds. These
bonds were issued under Section 103A of the Internal Revenue Code, which
Section contains certain requirements relating to the use of the proceeds of
such bonds in order for the interest on such bonds to retain its tax-exempt
status. In each case the issuer of the bonds has covenanted to comply with
applicable requirements and bond counsel to such issuer has issued an opinion
that the interest on the bonds is exempt from Federal income tax under
existing laws and regulations. Certain issuers of housing bonds have
considered various ways to redeem bonds they have issued prior to the stated
first redemption dates for such bonds. In connection with the housing bonds
held by the Fund, the Sponsor at the Date of Deposit is not aware that any of
the respective issuers of such Bonds are actively considering the redemption
of such Bonds prior to their respective stated initial call dates. See
"General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be health care revenue
bonds. In view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Ratings of bonds issued for health care facilities
are often based on feasibility studies that contain projections of occupancy
levels, revenues and expenses. A facility's gross receipts and net income
available for debt service may be affected by future events and conditions
including, among other things, demand for services and the ability of the
facility to provide the services required, physicians' confidence in the
facility, management capabilities, competition with other health care
facilities, efforts by insurers and governmental agencies to limit rates,
legislation establishing state rate-setting agencies, expenses, the cost and
possible unavailability of malpractice insurance, the funding of Medicare,
Medicaid and other similar third party payor programs, government regulation
and the termination or restriction of governmental financial assistance,
including that associated with Medicare, Medicaid and other similar third
party payor programs. Pursuant to recent Federal legislation, Medicare
reimbursements are currently calculated on a prospective basis utilizing a
single nationwide schedule of rates. Prior to such legislation Medicare
reimbursements were based on the actual costs incurred by the health facility.
The current legislation may adversely affect reimbursements to hospitals and
other facilities for services provided under the Medicare program. Such
adverse changes also may adversely affect the ratings of Securities held in
the portfolios of the Fund; however, because of the insurance obtained by each
of the Insured Trusts, the "AAA"rating of the Units of each of the Insured
Trusts would not be affected. See "General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations of public
utility issuers, including those selling wholesale and retail electric power
and gas. In view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. General problems of such issuers would include the
difficulty in financing large construction programs in an inflationary period,
the limitations on operations and increased costs and delays attributable to
environmental considerations, the difficulty of the capital market in
absorbing utility debt, the difficulty in obtaining fuel at reasonable prices
and the effect of energy conservation. All of such issuers have been
experiencing certain of these problems in varying degrees. In addition,
Federal, state and municipal governmental authorities may from time to time
review existing, and impose additional, regulations governing the licensing,
construction and operation of nuclear power plants, which may adversely affect
the ability of the issuers of certain of the Bonds in the portfolio to make
payments of principal and/or interest on such Bonds. See "General"for each
Trust. 

Certain of the Bonds in certain of the Trusts may be obligations of issuers
whose revenues are derived from the sale of water and/or sewerage services. In
view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. Such Bonds are generally payable from user fees. The
problems of such issuers include the ability to obtain timely and adequate
rate increases, population decline resulting in decreased user fees, the
difficulty of financing large construction programs, the limitations on
operations and increased costs and delays attributable to environmental
considerations, the increasing difficulty of obtaining or discovering new
supplies of fresh water, the effect of conservation programs and the impact of
"no-growth"zoning ordinances. All of such issuers have been experiencing
certain of these problems in varying degrees. See "General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be industrial revenue bonds
("IRBs"). In view of this an investment in such a Trust should be made with an
understanding of the characteristics of such issuers and the risks which such
an investment may entail. IRBs have generally been issued under bond
resolutions pursuant to which the revenues and receipts payable under the
arrangements with the operator of a particular project have been assigned and
pledged to purchasers. In some cases, a mortgage on the underlying project may
have been granted as security for the IRBs. Regardless of the structure,
payment of IRBs is solely dependent upon the creditworthiness of the corporate
operator of the project or corporate guarantor. Corporate operators or
guarantors may be affected by many factors which may have an adverse impact on
the credit quality of the particular company or industry. These include
cyclicality of revenues and earnings, regulatory and environmental
restrictions, litigation resulting from accidents or environmentally-caused
illnesses, extensive competition and financial deterioration resulting from a
corporate restructuring pursuant to a leveraged buy-out, takeover or
otherwise. Such a restructuring may result in the operator of a project
becoming highly leveraged which may impact on such operator's creditworthiness
which in turn would have an adverse impact on the rating and/or market value
of such Bonds. Further, the possibility of such a restructuring may have an
adverse impact on the market for and consequently the value of such Bonds,
even though no actual takeover or other action is ever contemplated or
effected. See "General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations that are
secured by lease payments of a governmental entity (hereinafter called "lease
obligations"). Lease obligations are often in the form of certificates of
participation. In view of this an investment in such a Trust should be made
with an understanding of the characteristics of such issuers and the risks
which such an investment may entail. Although the lease obligations do not
constitute general obligations of the municipality for which the
municipality's taxing power is pledged, a lease obligation is ordinarily
backed by the municipality's covenant to appropriate for and make the payments
due under the lease obligation. However, certain lease obligations contain
"non-appropriation"clauses which provide that the municipality has no
obligation to make lease payments in future years unless money is appropriated
for such purpose on a yearly basis. A governmental entity that enters into
such a lease agreement cannot obligate future governments to appropriate for
and make lease payments but covenants to take such action as is necessary to
include any lease payments due in its budgets and to make the appropriations
therefor. A governmental entity's failure to appropriate for and to make
payments under its lease obligation could result in insufficient funds
available for payment of the obligations secured thereby. Although
"non-appropriation"lease obligations are secured by the leased property,
disposition of the property in the event of foreclosure might prove difficult.
See "General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations of issuers
which are, or which govern the operation of, schools, colleges and
universities and whose revenues are derived mainly from ad valorem taxes or
for higher education systems, from tuition, dormitory revenues, grants and
endowments. In view of this an investment in such a Trust should be made with
an understanding of the characteristics of such issuers and the risks which
such an investment may entail. General problems relating to school bonds
include litigation contesting the State constitutionality of financing public
education in part from ad valorem taxes, thereby creating a disparity in
educational funds available to schools in wealthy areas and schools in poor
areas. Litigation or legislation on this issue may affect the sources of funds
available for the payment of school bonds in the Trusts. General problems
relating to college and university obligations include the prospect of a
declining percentage of the population consisting of "college"age individuals,
possible inability to raise tuitions and fees sufficiently to cover increased
operating costs, the uncertainty of continued receipt of Federal grants and
state funding, and government legislation or regulations which may adversely
affect the revenues or costs of such issuers. All of such issuers have been
experiencing certain of these problems in varying degrees. See "General"for
each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations which are
payable from and secured by revenues derived from the ownership and operation
of facilities such as airports, bridges, turnpikes, port authorities,
convention centers and arenas. In view of this an investment in such a Trust
should be made with an understanding of the characteristics of such issuers
and the risks which such an investment may entail. The major portion of an
airport's gross operating income is generally derived from fees received from
signatory airlines pursuant to use agreements which consist of annual payments
for leases, occupancy of certain terminal space and service fees. Airport
operating income may therefore be affected by the ability of the airlines to
meet their obligations under the use agreements. The air transport industry is
experiencing significant variations in earnings and traffic, due to increased
competition, excess capacity, increased costs, deregulation, traffic
constraints and other factors, and several airlines are experiencing severe
financial difficulties. The Sponsor cannot predict what effect these industry
conditions may have on airport revenues which are dependent for payment on the
financial condition of the airlines and their usage of the particular airport
facility. Similarly, payment on Bonds related to other facilities is dependent
on revenues from the projects, such as user fees from ports, tolls on
turnpikes and bridges and rents from buildings. Therefore, payment may be
adversely affected by reduction in revenues due to such factors as increased
cost of maintenance, decreased use of a facility, lower cost of alternative
modes of transportation, scarcity of fuel and reduction or loss of rents. See
"General"for each Trust. 

Certain of the Bonds in certain of the Trusts may be obligations which are
payable from and secured by revenues derived from the operation of resource
recovery facilities. In view of this an investment in such a Trust should be
made with an understanding of the characteristics of such issuers and the
risks which such an investment may entail. Resource recovery facilities are
designed to process solid waste, generate steam and convert steam to
electricity. Resource recovery bonds may be subject to extraordinary optional
redemption at par upon the occurrence of certain circumstances, including but
not limited to: destruction or condemnation of a project; contracts relating
to a project becoming void, unenforceable or impossible to perform; changes in
the economic availability of raw materials, operating supplies or facilities
necessary for the operation of a project or technological or other unavoidable
changes adversely affecting the operation of a project; administrative or
judicial actions which render contracts relating to the projects void,
unenforceable or impossible to perform; or impose unreasonable burdens or
excessive liabilities. The Sponsor cannot predict the causes or likelihood of
the redemption of resource recovery bonds in such a Trust prior to the stated
maturity of the Bonds. See "General"for each Trust. 

Replacement Bonds. Because certain of the Securities in the Fund may from time
to time under certain circumstances be sold or redeemed or will mature in
accordance with their terms and because the proceeds from such events will be
distributed to Unitholders and will not be reinvested, no assurance can be
given that any Trust will retain for any length of time its present size and
composition. Neither the Sponsor nor the Trustee shall be liable in any way
for any default, failure or defect in any Security. In the event of a failure
to deliver any Security that has been purchased for the Fund under a contract,
including those Securities purchased on a "when, as and if issued"basis
("Failed Bonds"), the Sponsor is authorized under the Trust Agreement to
direct the Trustee to acquire other bonds ("Replacement Bonds") to make up the
original corpus of the Fund. 

The Replacement Bonds must be purchased within 20 days after delivery of the
notice of the failed contract and the purchase price (exclusive of accrued
interest) may not exceed the amount of funds reserved for the purchase of the
Failed Bonds. The Replacement Bonds (i) must be tax-exempt bonds issued by
states or territories of the United States or political subdivisions thereof
and, in the case of replacement of bonds in a State Trust, shall have the
benefit of an exemption from state taxation of interest to an extent equal to
or greater than that of the bonds they replace, (ii) must have a fixed
maturity date of at least 10 years in the case of a National Quality Trust or
a State Trust or, in the case of an IM-IT Limited Maturity, IM-IT Intermediate
or IM-IT Short Intermediate Trust, must have a fixed maturity date within the
range set forth under "Unitholder Explanations--Settlement of Bonds in the
Trusts--The Fund", (iii) must be purchased at a price that results in a yield
to maturity and in a current return, in each case as of the Date of Deposit,
at least equal to that of the Failed Bonds, (iv) shall not be "when, as and if
issued"bonds, (v) must be rated "BBB-"or better in the case of the Insured
Trusts and "A-"or better in the case of the Quality Trusts by Standard &
Poor's Corporation or "Baa"or better in the case of the Insured Trusts and
"A"or better in the case of the Quality Trusts by Moody's Investors Service,
Inc. and (vi) with respect to each Insured Trust, must be insured by one of
the Preinsured Bond Insurers or be eligible for (and when acquired be insured
under) the insurance obtained by such Insured Trust. Whenever a Replacement
Bond has been acquired for the Fund, the Trustee shall, within five days
thereafter, notify all Unitholders of the affected Trust of the acquisition of
the Replacement Bond and 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 affected Trust of the Failed Bond exceeded the
cost of the Replacement Bond plus accrued interest. Once the original corpus
of a Trust is acquired, the Trustee will have no power to vary the investment
of the Trust; i.e., the Trust will have no managerial power to take advantage
of market variation to improve a Unitholder's investment. 

If the right of limited substitution described in the preceding paragraph
shall not be utilized to acquire Replacement Bonds in the event of a failed
contract, the Sponsor will refund the sales charge attributable to such Failed
Bonds to all Unitholders of the affected Trust and distribute the principal,
Purchased Interest and accrued interest (at the coupon rate of such Failed
Bonds to the date the Failed Bonds are removed from the Fund) attributable to
such Failed Bonds not more than 30 days after such removal or such earlier
time as the Trustee in its sole discretion deems to be in the interest of the
Unitholders. All such interest paid to a Unitholder which accrued after the
expected date of settlement for purchase of his Units will be paid by the
Sponsor and accordingly will not be treated as tax-exempt income. In the event
a Replacement Bond should not be acquired by the Fund, the Estimated Net
Annual Interest Income per Unit for the affected Trust would be reduced and
the Estimated Current Return and Estimated Long-Term Return thereon might be
lowered. In addition, Unitholders should be aware that they may not be able at
the time of receipt of such principal to reinvest such proceeds in other
securities at a yield equal to or in excess of the yield which such proceeds
were earning to Unitholders in the affected Trust. 

Bond Redemptions. Certain of the Bonds in certain of the Trusts may be subject
to redemption prior to their stated maturity date pursuant to sinking fund
provisions, call provisions or extraordinary optional or mandatory redemption
provisions or otherwise. A sinking fund is a reserve fund accumulated over a
period of time for retirement of debt. A callable debt obligation is one which
is subject to redemption or refunding prior to maturity at the option of the
issuer. A refunding is a method by which a debt obligation is redeemed, at or
before maturity, by the proceeds of a new debt obligation. In general, call
provisions are more likely to be exercised when the offering side valuation is
at a premium over par than when it is at a discount from par. The exercise of
redemption or call provisions will (except to the extent the proceeds of the
called Bonds are used to pay for Unit redemptions) result in the distribution
of principal and may result in a reduction in the amount of subsequent
interest distributions; it may also affect the current return on Units of the
Trust involved. Each Trust portfolio contains a listing of the sinking fund
and call provisions, if any, with respect to each of the debt obligations.
Extraordinary optional redemptions and mandatory redemptions result from the
happening of certain events. Generally, events that may permit the
extraordinary optional redemption of Bonds or may require the mandatory
redemption of Bonds include, among others: a final determination that the
interest on the Bonds is taxable; the substantial damage or destruction by
fire or other casualty of the project for which the proceeds of the Bonds were
used; an exercise by a local, state or Federal governmental unit of its power
of eminent domain to take all or substantially all of the project for which
the proceeds of the Bonds were used; changes in the economic availability of
raw materials, operating supplies or facilities or technological or other
changes which render the operation of the project for which the proceeds of
the Bonds were used uneconomic; changes in law or an administrative or
judicial decree which renders the performance of the agreement under which the
proceeds of the Bonds were made available to finance the project impossible or
which creates unreasonable burdens or which imposes excessive liabilities,
such as taxes, not imposed on the date the Bonds are issued on the issuer of
the Bonds or the user of the proceeds of the Bonds; an administrative or
judicial decree which requires the cessation of a substantial part of the
operations of the project financed with the proceeds of the Bonds; an
overestimate of the costs of the project to be financed with the proceeds of
the Bonds resulting in excess proceeds of the Bonds which may be applied to
redeem Bonds; or an underestimate of a source of funds securing the Bonds
resulting in excess funds which may be applied to redeem Bonds. The issuer of
certain Bonds in a Trust may have sold or reserved the right to sell, upon the
satisfaction of certain conditions, to third parties all or any portion of its
rights to call Bonds in accordance with the stated redemption provisions of
such Bonds. In such a case the issuer no longer has the right to call the
Bonds for redemption unless it reacquires the rights from such third party. A
third party pursuant to these rights may exercise the redemption provisions
with respect to a Bond at a time when the issuer of the Bond might not have
called a Bond for redemption had it not sold such rights. The Sponsor is
unable to predict all of the circumstances which may result in such redemption
of an issue of Bonds. See "Portfolio"for each Trust and footnote (3) in the
"Notes to Portfolios". See also the discussion of single family mortgage and
multi-family revenue bonds above for more information on the call provisions
of such bonds. 

Distributions. Distributions of interest received by the Fund, pro rated on an
annual basis, will be made monthly. The first such distribution will be in the
amount indicated under "Per Unit Information"for the applicable Trust and will
be made on the fifteenth day of the month indicated under "Initial
Distribution"therein to Unitholders of record on the first day of such month.
Distribution of funds from the Principal Account, if any, will also be made
monthly, except under certain special circumstances (see "Unitholder
Explanations--Public Offering--Distributions of Interest and Principal"). 

Certificates. The Trustee is authorized to treat as the record owner of Units
that person who is registered as such owner on the books of the Trustee.
Ownership of Units of each Trust is evidenced by separate registered
certificates executed by the Trustee and the Sponsor. Certificates are
transferable by presentation and surrender to the Trustee properly endorsed or
accompanied by a written instrument or instruments of transfer. A Unitholder
must sign exactly as his name appears on the face of the certificate with the
signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guaranty program in
addition to, or in substitution for, STAMP, as may be accepted by the Trustee.
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. Certificates
will be issued in denominations of one Unit or any multiple thereof. 

Although no such charge is now made or contemplated, the Trustee may require a
Unitholder to pay a reasonable fee for each certificate re-issued (other than
as a result of a change in plan of distribution) or transferred and to pay any
governmental charge that may be imposed in connection with each such transfer
or interchange. Destroyed, stolen, mutilated or lost certificates will be
replaced upon delivery to the Trustee of satisfactory indemnity, evidence of
ownership and payment of expenses incurred. Mutilated certificates must be
surrendered to the Trustee for replacement. 

ESTIMATED CURRENT RETURNS AND ESTIMATED LONG-TERM RETURNS

As of the close of business on the day before the Date of Deposit the
Estimated Current Return and the Estimated Long-Term Return were as set forth
in the "Per Unit Information"for each Trust. Estimated Current Return is
calculated by dividing the estimated net annual interest income per Unit by
the Public Offering Price. The estimated net annual interest income per Unit
will vary with changes in fees and expenses of the Trustee and the Evaluator
and with the principal prepayment, redemption, maturity, exchange or sale of
Securities while the Public Offering Price will vary with changes in the
offering price of the underlying Securities and with changes in the Purchased
Interest; therefore, there is no assurance that the present Estimated Current
Return will be realized in the future. Estimated Long-Term Return is
calculated using a formula which (1) takes into consideration, and determines
and factors in the relative weightings of, the market values, yields (which
takes into account the amortization of premiums and the accretion of
discounts) and estimated retirements of all of the Securities in a Trust and
(2) takes into account the expenses and sales charge associated with each
Trust Unit. Since the market values and estimated retirements of the
Securities and the expenses of a Trust will change, there is no assurance that
the present Estimated Long-Term Return will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of Estimated Long-Term Return reflects the estimated
date and amount of principal returned while the Estimated Current Return
calculation includes only net annual interest income and Public Offering
Price. 

In order to acquire certain of the Securities contracted for by the Sponsor
for deposit in the Fund, it may be necessary for the Sponsor or Trustee to pay
on the settlement dates for delivery of such Securities amounts covering
accrued interest on such Securities which exceed (1) the amounts paid by
Unitholders and (2) the amounts which will be made available through cash
furnished by the Sponsor on the Date of Deposit, which amount of cash may
exceed the interest which would accrue to the First Settlement Date. The
Trustee has agreed to pay for any amounts necessary to cover any such excess
and will be reimbursed therefor, without interest, when funds become available
from interest payments on the particular Securities with respect to which such
payments may have been made. Also, since interest on any "when, as and if
issued"Securities does not begin accruing as tax-exempt interest income to the
benefit of Unitholders until their respective dates of delivery, the Trustee
may, in order to maintain (or in some cases approach) for the Unitholders the
same estimated net annual interest incomes during the first year of the
Trusts' operations as is indicated under "Per Unit Information"for the
applicable Trust, reduce its fee (and to the extent necessary pay Trust
expenses) in an amount equal to that indicated under "Per Unit Information"for
the applicable Trust. 

INTEREST EARNING SCHEDULE 

Calculation of Estimated Net Annual Interest Income. The estimated net annual
interest income is based on 360 days. To account for the estimated net annual
interest income per Unit in a Trust, it is necessary to use the following
information. 
   
The beginning interest date for each Trust is September 22, 1994. The first
record date for each Trust (November 1, 1994) is 39 days from such date. The
daily rates of estimated net annual interest income per Unit are $.15148,
$.15664, $.15649, $.15587 and $.16699 for the Colorado IM-IT, Georgia IM-IT,
New Jersey IM-IT, New Mexico IM-IT and National Quality Trusts, respectively.
This amounts to $5.91, $6.11, $6.10, $6.08 and $6.51 for the Colorado IM-IT,
Georgia IM-IT, New Jersey IM-IT, New Mexico IM-IT and National Quality Trusts,
respectively. 

Utilizing the preceding information, the following procedure illustrates the
calculation of first year estimated net annual interest income per Unit for
the Colorado IM-IT Trust: 

The Colorado IM-IT Trust accrues 

$5.91 to the first record date plus 

$45.50 which is 10 normal distributions at $4.55, and finally adding 

$3.13 which has accrued from September 1, 1995 until September 22, 1995 which
completes the 360 day cycle (21 days times the daily factor) 

Total $54.54 interest earned / $1,000.00 (Date of Deposit Public Offering
Price) = 5.45% Estimated Current Return as of the Date of Deposit. 
    
PURCHASED AND ACCRUED INTEREST 

Purchased Interest. Purchased Interest is a portion of the unpaid interest
that has accrued on the Securities from the later of the last payment date on
the Securities or the date of issuance thereof through the First Settlement
Date and is included in the calculation of the Public Offering Price.
Purchased Interest will be distributed to Unitholders as Units are redeemed or
Securities mature or are called. See "Summary of Essential Financial
Information"for the amount of Purchased Interest per Unit for each Trust.
Purchased Interest is an element of the price Unitholders will receive in
connection with the sale or redemption of Units prior to the termination of
the Trust. 

Accrued Interest. Accrued interest is an accumulation of unpaid interest on
securities which generally is paid semi-annually, although the Trust accrues
such interest daily. Because of this, the Trust always has an amount of
interest earned but not yet collected by the Trustee. For this reason, with
respect to sales settling subsequent to the First Settlement Date, the Public
Offering Price of Units will have added to it the proportionate share of
accrued interest to the date of settlement. Unitholders will receive on the
next distribution date of the Trust the amount, if any, of accrued interest
paid on their Units. 

As indicated in "Purchased Interest", accrued interest as of the First
Settlement Date includes Purchased Interest. In an effort to reduce the amount
of Purchased Interest which would otherwise have to be paid by Unitholders,
the Trustee may advance a portion of such accrued interest to the Sponsor as
the Unitholder of record as of the First Settlement Date. Consequently, the
amount of accrued interest to be added to the Public Offering Price of Units
will include only accrued interest from the First Settlement Date to the date
of settlement (other than the Purchased Interest already included therein),
less any distributions from the Interest Account subsequent to the First
Settlement Date. See "Public Offering--Distributions of Interest and
Principal."

Because of the varying interest payment dates of the Securities, accrued
interest at any point in time will be greater than the amount of interest
actually received by a Trust and distributed to Unitholders. If a Unitholder
sells or redeems all or a portion of his Units, he will be entitled to receive
his proportionate share of the Purchased Interest and accrued interest from
the purchaser of his Units. Since the Trustee has the use of the funds
(including Purchased Interest) held in the Interest Account for distributions
to Unitholders and since such Account is non-interest-bearing to Unitholders,
the Trustee benefits thereby. 

PUBLIC OFFERING 

General. Units are offered at the Public Offering Price which includes
Purchased Interest. During the initial offering period the Public Offering
Price is based on the offering prices of the Securities in each Trust and
includes a sales charge of 4.9% of the Public Offering Price (excluding
Purchased Interest) (5.152% of the aggregate offering price of the Securities)
for a State Trust or a National Quality Trust, 4.3% of the Public Offering
Price (excluding Purchased Interest) (4.493% of the aggregate offering price
of the Securities) for an IM-IT Limited Maturity Trust, 3.9% of the Public
Offering Price (excluding Purchased Interest) (4.058% of the aggregate
offering price of the Securities) for an IM-IT Intermediate Trust and 3.0% of
the Public Offering Price (excluding Purchased Interest) (3.093% of the
aggregate offering price of the Securities) for an IM-IT Short Intermediate
Trust. After the initial public offering period, the secondary market Public
Offering Price is based on the bid prices of the Securities in each Trust and
includes a sales charge determined in accordance with the table set forth
below, which is based upon the dollar weighted average maturity of each Trust
plus in each case Purchased Interest and accrued interest, if any. For
purposes of computation, Bonds will be deemed to mature on their expressed
maturity dates unless: (a) the Bonds have been called for redemption or funds
or securities have been placed in escrow to redeem them on an earlier call
date, in which case such call date will be deemed to be the date upon which
they mature; or (b) such Bonds are subject to a "mandatory tender", in which
case such mandatory tender will be deemed to be the date upon which they
mature. 

The effect of this method of sales charge computation will be that different
sales charge rates will be applied to each Trust based upon the dollar
weighted average maturity of such Trust's Portfolio, in accordance with the
following schedule: 



<TABLE>
<CAPTION>
Sales Charge  Years To Maturity  Sales Charge   Years To Maturity                                              
<S>                  <C>         <C>                  <C>       
1                    1.523%      9                    4.712%
2                    2.041       10                   4.932     
3                    2.564       11                   4.932     
4                    3.199       12                   4.932     
5                    3.842       13                   5.374     
6                    4.058       14                   5.374     
7                    4.275       15                   5.374     
8                    4.493       16 to 30             6.045     
</TABLE>


The sales charges in the above table are expressed as a percentage of the
aggregate bid prices of the Securities in a Trust. Expressed as a percent of
the Public Offering Price (excluding Purchased Interest), the sales charge on
a Trust consisting entirely of a portfolio of Bonds with 15 years to maturity
would be 5.10%. The sales charge applicable to quantity purchases during the
initial offering period is, however, reduced on a graduated basis to any
person acquiring 100 or more Units as follows: 



<TABLE>
<CAPTION>
                       Dollar Amount of Sales 
                       Charge Reduction Per Unit 
Aggregate Number of    State                  
Units Purchased        and National             
                       Quality Trusts              Other Trusts
<S>                     <C>                        <C>        
100-249 Units......... $ 4.00                      $ 4.00      
250-499 Units......... $ 6.00                      $ 6.00      
500-999 Units......... $14.00                      $ 9.00      
1,000 or more Units... $19.00                      $11.00     
</TABLE>




Any such reduced sales charge shall be the responsibility of the selling
Underwriter, broker, dealer or agent. The Sponsor will, however, increase the
concession or agency commission for such quantity purchases. See "Public
Offering--Unit Distribution". This reduced sales charge structure will apply
on all purchases by the same person from any one Underwriter or dealer of
units of Van Kampen Merritt-sponsored unit investment trusts which are being
offered in the initial offering period (a) on any one day (the "Initial
Purchase Date") or (b) on any day subsequent to the Initial Purchase Date, if
(1) the units purchased are of a unit investment trust purchased on the
Initial Purchase Date, and (2) the person purchasing the units purchased a
sufficient amount of units on the Initial Purchase Date to qualify for a
reduced sales charge on such date. In the event units of more than one trust
are purchased on the Initial Purchase Date, the aggregate dollar amount of
such purchases will be used to determine whether purchasers are eligible for a
reduced sales charge. Such aggregate dollar amount will be divided by the
public offering price per unit (on the day preceding the date of purchase) of
each respective trust purchased to determine the total number of units which
such amount could have purchased of each individual trust. Purchasers must
then consult the applicable trust\qs prospectus to determine whether the total
number of units which could have been purchased of a specific trust would have
qualified for a reduced sales charge and, if so qualified, the amount of such
reduction. Assuming a purchaser qualifies for a sales charge reduction or
reductions, to determine the applicable sales charge reduction or reductions
it is necessary to accumulate all purchases made on the Initial Purchase Date
and all purchases made in accordance with (b) above. Units purchased in the
name of the spouse of a purchaser or in the name of a child of such purchaser
under 21 years of age will be deemed for the purposes of calculating the
applicable sales charge to be additional purchases by the purchaser. The
reduced sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for one or more trust estate or fiduciary accounts.
Employees of Van Kampen Merritt Inc. and its subsidiaries may purchase Units
of the Trust at the current Public Offering Price less the underwriting
commission during the initial offering period, and less the dealer's
concession for secondary market transactions. Registered representatives of
selling Underwriters may purchase Units of the Fund at the current Public
Offering Price less the underwriting commission during the initial offering
period, and less the dealer's concession for secondary market transactions.
Registered representatives of selling brokers, dealers, or agents may purchase
Units of the Fund at the current Public Offering Price less the dealer's
concession during the initial offering period and for secondary market
transactions. 

Offering Price. Public Offering Price of the Units will vary from the amounts
stated under "Summary of Essential Financial Information"in accordance with
fluctuations in the prices of the underlying Securities in each Trust. 

As indicated above, the price of the Units as of the date the Securities were
deposited in each Trust was determined by adding to the aggregate offering
price of the Securities of a Trust an amount equal to the applicable sales
charge expressed as a percentage of the aggregate offering price of the
Securities plus Purchased Interest and dividing the sum so obtained by the
number of Units outstanding. This computation produced a gross underwriting
commission equal to such sales charge expressed as a percentage of the Public
Offering Price (excluding Purchased Interest). Such price determination as of
the close of business on the day before the Date of Deposit was made on the
basis of an evaluation of the Securities in each Trust prepared by Interactive
Data Services, Inc., a firm regularly engaged in the business of evaluating,
quoting or appraising comparable securities. After the close of business on
the day before the Date of Deposit and during the period of initial offering,
the Evaluator will appraise or cause to be appraised daily the value of the
underlying Securities of each Trust as of 4:00 P.M. Eastern time on days the
New York Stock Exchange is open for business and will adjust the Public
Offering Price of the Units commensurate with such appraisal. Such Public
Offering Price will be effective for all orders received at or prior to 4:00
P.M. Eastern time on each such day. Orders received by the Trustee, Sponsor or
any Underwriter for purchases, sales or redemptions after that time, or on a
day when the New York Stock Exchange is closed, will be held until the next
determination of price. For secondary market sales the Public Offering Price
per Unit will be equal to the aggregate bid price of the Securities in the
Trust plus an amount equal to the applicable secondary market sales charge
expressed as a percentage of the aggregate bid price of the Securities plus
Purchased Interest and dividing the sum so attained by the number of Units
then outstanding. This computation produces a gross commission equal to such
sales charge expressed as a percentage of the Public Offering Price (excluding
Purchased Interest). For secondary market purposes such appraisal and
adjustment with respect to a Trust will be made by the Evaluator as of 4:00
P.M. Eastern time on days in which the New York Stock Exchange is open for
each day on which any Unit of such Trust is tendered for redemption, and it
shall determine the aggregate value of any Trust as of 4:00 P.M. Eastern time
on such other days as may be necessary. 

The aggregate price of the Securities in each Trust has been and will be
determined on the basis of bid prices or offering prices, as is appropriate,
(a) on the basis of current market prices for the Securities obtained from
dealers or brokers who customarily deal in bonds comparable to those held by
the Fund; (b) if such prices are not available for any particular Securities,
on the basis of current market prices for comparable bonds; (c) by causing the
value of the Securities to be determined by others engaged in the practice of
evaluation, quoting or appraising comparable bonds; or (d) by any combination
of the above. Market prices of the Securities will generally fluctuate with
changes in market interest rates. Unless Bonds are in default in payment of
principal or interest or in significant risk of such default, the Evaluator
will not attribute any value to the insurance obtained by an Insured Trust, if
any. 

The Evaluator will consider in its evaluation of Bonds which are in default in
payment of principal or interest or, in the Sponsor's opinion, in significant
risk of such default (the "Defaulted Bonds") the value of the insurance
guaranteeing interest and principal payments. The value of the insurance will
be equal to the difference between (i) the market value of Defaulted Bonds
assuming the exercise of the right to obtain Permanent Insurance (less the
insurance premiums and related expenses attributable to the purchase of
Permanent Insurance) and (ii) the market value of such Defaulted Bonds not
covered by Permanent Insurance. In addition, the Evaluator will consider the
ability of the affected Portfolio Insurer to meet its commitments under any
Trust insurance policy, including the commitments to issue Permanent
Insurance. It is the position of the Sponsor that this is a fair method of
valuing the Bonds and the insurance obtained by an Insured Trust and reflects
a proper valuation method in accordance with the provisions of the Investment
Company Act of 1940. 

No value has been ascribed to insurance obtained by an Insured Trust, if any,
as of the date of this Prospectus. 

The initial or primary Public Offering Price of the Units is equal to the
offering price per Unit of the underlying Securities in each Trust plus the
applicable sales charge plus Purchased Interest and interest accrued but
unpaid from the First Settlement Date to the date of settlement. The secondary
market Public Offering Price is equal to the bid price per Unit of the
Securities in each Trust plus the applicable sales charge plus Purchased
Interest and accrued interest. The offering price of Securities in each Trust
may be expected to average approximately 0.5%-1% more than the bid price of
such Securities. On the Date of Deposit, the offering side evaluations of the
Securities in the Trusts were higher than the bid side evaluations of such
Securities by the respective amounts indicated under footnote (5) in "Notes to
Portfolios". 

Although payment is normally made five business days following the order for
purchase, payment may be made prior thereto. A person will become the owner of
Units on the date of settlement provided payment has been received. Cash, if
any, made available to the Sponsor prior to the date of settlement for the
purchase of Units may be used in the Sponsor's business and may be deemed to
be a benefit to the Sponsor, subject to the limitations of the Securities
Exchange Act of 1934. Delivery of certificates representing Units so ordered
will be made five business days following such order or shortly thereafter.
See "Redemption of Units"below for information regarding the ability to redeem
Units ordered for purchase. 

Market for Units. During the initial public offering period, the Sponsor
and/or certain of the Underwriters intend to offer to purchase Units at a
price equivalent to the Public Offering Price which is based upon the
aggregate offering price per Unit of the underlying Securities in each Trust
and the amount of Purchased Interest for each Trust plus accrued interest to
the date of settlement less the related sales commission. Afterward, although
they are not obligated to do so, the Sponsor intends to, and certain of the
other Underwriters may, maintain a market for the Units offered hereby and to
offer continuously to purchase such Units at prices, subject to change at any
time, based upon the aggregate bid prices of the Securities in the portfolio
of each Trust plus Purchased Interest plus interest accrued to the date of
settlement and plus any principal cash on hand, less any amounts representing
taxes or other governmental charges payable out of the Trust and less any
accrued Trust expenses. If the supply of Units exceeds demand or if some other
business reason warrants it, the Sponsor and/or the Underwriters may either
discontinue all purchases of Units or discontinue purchases of Units at such
prices. In the event that a market is not maintained for the Units and the
Unitholder cannot find another purchaser, a Unitholder of any Trust desiring
to dispose of his Units may be able to dispose of such Units only by tendering
them to the Trustee for redemption at the Redemption Price, which is based
upon the aggregate bid price of the Securities in the portfolio of such Trust
plus Purchased Interest and any accrued interest. The aggregate bid prices of
the underlying Securities in a Trust are expected to be less than the related
aggregate offering prices. See "Redemption of Units"below. A Unitholder who
wishes to dispose of his Units should inquire of his broker as to current
market prices in order to determine whether there is in existence any price in
excess of the Redemption Price and, if so, the amount thereof. 

Distributions of Interest and Principal. Interest received by the Fund,
including that part of the proceeds of any disposition of Securities which
represents Purchased Interest and/or accrued interest, is credited by the
Trustee to the Interest Account for the appropriate Trust. Other receipts are
credited to the Principal Account for the appropriate Trust. Interest received
by the Fund after deduction of amounts sufficient to reimburse the Trustee,
without interest, for any amounts advanced and paid to the Sponsor as the
Unitholder of record as of the First Settlement Date (see "Public
Offering--Offering Price"above) will be distributed on or shortly after the
fifteenth day of each month on a pro rata basis to Unitholders of record of a
Trust as of the preceding record date who are entitled to distributions at
that time. All distributions will be net of applicable expenses. The pro rata
share of cash in the Principal Account of a Trust will be computed as of the
date set forth under "Per Unit Information"for the applicable Trust, and
thereafter as of the record date, and distributions to the Unitholders as of
such record date will be made on or shortly after the fifteenth day of such
month. Proceeds received from the disposition of any of the Securities after
such record date and prior to the following distribution date will be held in
the Principal Account and not distributed until the next distribution date.
The Trustee is not required to pay interest on funds held in any Principal or
Interest Account (but may itself earn interest thereon and therefore benefits
from the use of such funds) nor to make a distribution from the Principal
Account unless the amount available for distribution therein shall equal at
least $1.00 per Unit. 

The distribution to the Unitholders of a Trust as of each record date after
the First Settlement Date will be made on the following distribution date or
shortly thereafter and shall consist of an amount substantially equal to such
portion of the Unitholder's pro rata share of the estimated net Annual
interest Income in the Interest Account of such Trust after deducting
estimated expenses. Because interest payments are not received by the Fund at
a constant rate throughout the year, such interest distribution may be more or
less than the amount credited to such Interest Account as of the record date.
For the purpose of minimizing fluctuations in the distributions from an
Interest Account, the Trustee is authorized to advance such amounts as may be
necessary to provide interest distributions of approximately equal amounts.
The Trustee shall be reimbursed, without interest, for any such advances from
funds in the applicable Interest Account on the ensuing record date. Persons
who purchase Units between a record date and a distribution date will receive
their first distribution on the second distribution date after the purchase. 

As of the first day of each month, the Trustee will deduct from the Interest
Account and, to the extent funds are not sufficient therein, from the
Principal Account, amounts necessary to pay the expenses of the Fund (as
determined on the basis set forth under "Trust Administration--Fund
Administration and Expenses"). The Trustee also may withdraw from said
Accounts such amounts, if any, as it deems necessary to establish a reserve
for any governmental charges payable out of the Fund. Amounts so withdrawn
shall not be considered a part of the Fund'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 Interest and
Principal Accounts such amounts as may be necessary to cover purchases of
Replacement Bonds and redemptions of Units by the Trustee. 

Reinvestment Option. Unitholders of all unit investment trusts sponsored by
Van Kampen Merritt Inc. (except Unitholders of a New York IM-IT Trust or a New
York IM-IT Intermediate Laddered Maturity Trust), may elect to have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested in shares of any of the open ended mutual funds
(except for B shares) listed under "Trust Administration--Sponsor"which are
registered in the Unitholder's state of residence. New York IM-IT Trust and
New York IM-IT Intermediate Laddered Maturity Trust Unitholders, other than
those residing in the Commonwealth of Massachusetts, may elect to have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested in shares of First Investors New York Insured Tax
Free Fund, Inc., a fund which invests primarily in securities exempt from
federal and New York state and city income tax. Such mutual funds are
hereinafter collectively referred to as the "Reinvestment Funds". 

Each Reinvestment Fund has investment objectives which differ in certain
respects from those of the Trusts. The prospectus relating to each
Reinvestment Fund describes the investment policies of such fund and sets
forth the procedures to follow to commence reinvestment. A Unitholder may
obtain a prospectus for the respective Reinvestment Funds from Van Kampen
Merritt Inc. at One Parkview Plaza, Oakbrook Terrace, Illinois 60181. Texas
residents who desire to reinvest may request that a broker-dealer registered
in Texas send the prospectus relating to the respective fund. 

After becoming a participant in a reinvestment plan, each distribution of
interest income, capital gains and/or principal on the participant's Units
will, on the applicable distribution date, automatically be applied, as
directed by such person, as of such distribution date by the Trustee to
purchase shares (or fractions thereof) of the applicable Reinvestment Fund at
a net asset value as computed as of the close of trading on the New York Stock
Exchange on such date, plus a sales charge of $1.00 per $100 of reinvestment
except if the participant selects the First Investors New York Insured Tax
Free Fund, Inc., in which case the sales charge will be $1.50 per $100 of
reinvestment, or except if the participant selects the Van Kampen Merritt
Money Market Fund or the Van Kampen Merritt Tax Free Money Fund in which case
no sales charge applies. A minimum of one-half of such sales charge would be
paid to Van Kampen Merritt Inc. for all Reinvestment Funds except First
Investors New York Insured Tax Free Fund, Inc., in which case such sales
charge would be paid to First Investors Management Company, Inc. 

Confirmations of all reinvestments by a Unitholder into a Reinvestment Fund
will be mailed to the Unitholder by such Reinvestment Fund. 

A participant may at any time prior to five days preceding the next succeeding
distribution date, by so notifying the Trustee in writing, elect to terminate
his or her reinvestment plan and receive future distributions of his or her
Units in cash. There will be no charge or other penalty for such termination.
Each Reinvestment Fund, its sponsor and investment adviser shall have the
right to terminate at any time the reinvestment plan relating to such fund. 

Redemption of Units. A Unitholder may redeem all or a portion of his Units by
tender to the Trustee, at its Unit Investment Trust Division, 101 Barclay
Street, 20th Floor, New York, New York 10286, of the certificates representing
the Units to be redeemed, duly endorsed or accompanied by proper instruments
of transfer with signature guaranteed (or by providing satisfactory indemnity,
as in connection with lost, stolen or destroyed certificates) and by payment
of applicable governmental charges, if any. Thus, redemption of Units cannot
be effected until certificates representing such Units have been delivered to
the person seeking redemption or satisfactory indemnity provided. No
redemption fee will be charged. On the seventh calendar day following such
tender, or if the seventh calendar day is not a business day, on the first
business day prior thereto, the Unitholder will be entitled to receive in cash
an amount for each Unit equal to the Redemption Price per Unit next computed
after receipt by the Trustee of such tender of Units. The "date of tender"is
deemed to be the date on which Units are received by the Trustee, except that
as regards Units received after 4:00 P.M. Eastern time on days of trading on
the New York Stock Exchange, 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. 

Under regulations issued by the Internal Revenue Service, the Trustee will be
required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's
tax identification number in the manner required by such regulations. Any
amount so withheld is transmitted to the Internal Revenue Service and may be
recovered by the Unitholder only when filing a return. Under normal
circumstances the Trustee obtains the Unitholder's tax identification number
from the selling broker. However, at any time a Unitholder elects to tender
Units for redemption, such Unitholder should provide a tax identification
number to the Trustee in order to avoid this possible "back-up withholding"in
the event the Trustee has not been previously provided such number. 

Purchased Interest and accrued interest paid on redemption shall be withdrawn
from the Interest Account of such Trust or, if the balance therein is
insufficient, from the Principal Account of such Trust. All other amounts will
be withdrawn from the Principal Account of such Trust. The Trustee is
empowered to sell underlying Securities of a Trust in order to make funds
available for redemption. Units so redeemed shall be cancelled. 

The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the bid price of the Securities in
each Trust, while the initial and primary Public Offering Price of Units will
be determined on the basis of the offering price of the Securities in each
Trust, as of 4:00 P.M. Eastern time on days of trading on the New York Stock
Exchange on the date any such determination is made. On the Date of Deposit
the Public Offering Price per Unit (which is based on the offering prices of
the Bonds and Purchased Interest in each Trust and includes the sales charge)
exceeded the value at which Units could have been redeemed (based upon the
current bid prices of the Securities and Purchased Interest in such Trust) by
the amount shown under "Summary of Essential Financial Information". While the
Trustee has the power to determine the Redemption Price per Unit when Units
are tendered for redemption, such authority has been delegated to the
Evaluator which determines the price per Unit on a daily basis. The Redemption
Price per Unit is the pro rata share of each Unit in each Trust on the basis
of (i) the cash on hand in such Trust or moneys in the process of being
collected, (ii) the value of the Securities in such Trust based on the bid
prices of the Securities therein, except for cases in which the value of
insurance has been included, (iii) Purchased Interest for each Trust and (iv)
interest accrued thereon, less (a) amounts representing taxes or other
governmental charges payable out of such Trust and (b) the accrued expenses of
such Trust. The Evaluator may determine the value of the Securities in each
Trust by employing any of the methods set forth in "Public Offering--Offering
Price". In determining the Redemption Price per Unit no value will be assigned
to the portfolio insurance maintained on the Bonds in an Insured Trust unless
such Bonds are in default in payment of principal or interest or in
significant risk of such default. For a description of the situations in which
the Evaluator may value the insurance obtained by the Insured Trusts, see
"Public Offering--Offering Price"above. 

The price at which Units may be redeemed could be less than the price paid by
the Unitholder and may be less than the par value of the Securities
represented by the Units so redeemed. As stated above, the Trustee may sell
Securities to cover redemptions. When Securities are sold, the size and
diversity of the affected Trust will be reduced. Such sales may be required at
a time when Securities would not otherwise be sold and might result in lower
prices than might otherwise be realized. 

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

Reports Provided. The Trustee shall furnish Unitholders of a Trust in
connection with each distribution a statement of the amount of interest and
the amount of other receipts (received since the preceding distribution), if
any, being distributed expressed in each case as a dollar amount representing
the pro rata share of each Unit of a Trust outstanding. For as long as the
Trustee deems it to be in the best interests of the Unitholders, the accounts
of each Trust shall be audited, not less frequently than annually, by
independent certified public accountants and the report of such accountants
shall be furnished by the Trustee to Unitholders of such Trusts upon request.
Within a reasonable period of time after the end of each calendar year, the
Trustee shall furnish to each person who at any time during the calendar year
was a registered Unitholder of a Trust a statement (i) as to the Interest
Account: interest received (including amounts representing interest received
upon any disposition of Securities) and the percentage of such interest by
states in which the issuers of the Securities are located, the amount of
Purchased Interest, deductions for applicable taxes and for fees and expenses
of such Trust, for purchases of Replacement Bonds and for redemptions of
Units, if any, and the balance remaining after such distributions and
deductions, expressed in each case both as a total dollar amount and as a
dollar amount representing the pro rata share of each Unit outstanding on the
last business day of such calendar year; (ii) as to the Principal Account: the
dates of disposition of any Securities and the net proceeds received therefrom
(excluding any portion representing accrued interest), the amount paid for
purchases of Replacement Bonds and for redemptions of Units, if any,
deductions for payment of applicable taxes and fees and expenses of the
Trustee, the amount of "when issued"interest treated as a return of capital,
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 Unit outstanding on the last business day of such
calendar year; (iii) a list of the Securities held and the number of Units
outstanding on the last business day of such calendar year; (iv) the
Redemption Price per Unit based upon the last computation thereof made during
such calendar year; and (v) amounts actually distributed during such calendar
year from the Interest and Principal Accounts, separately stated, expressed
both as total dollar amounts and as dollar amounts representing the pro rata
share of each Unit outstanding. 

In order to comply with Federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Trustee, evaluations of the
Securities in a Trust furnished to it by the Evaluator. 

INSURANCE ON THE BONDS IN THE INSURED TRUSTS 

Insurance has been obtained by each Insured Trust or by the issuer of such
Bonds, or by a prior owner of such Bonds, or by the Sponsor prior to the
deposit of such Bonds in a Trust guaranteeing prompt payment of interest and
principal, when due, in respect of the Bonds in such Trust. See "Unitholder
Explanations--Settlement of Bonds in the Trusts--Objectives and Securities
Selection". An insurance policy obtained by an Insured Trust, if any, is
non-cancellable and will continue in force so long as such Trust is in
existence, the respective Portfolio Insurer referred to below is still in
business and the Bonds described in such policy continue to be held by such
Trust (see "Portfolio"for the respective Insured Trust). Any portfolio
insurance premium for an Insured Trust, which is an obligation of such Trust,
is paid by each Trust on a monthly basis. Non-payment of premiums on a policy
obtained by an Insured Trust will not result in the cancellation of insurance
but will force the insurer to take action against the Trustee to recover
premium payments due it. The Trustee in turn will be entitled to recover such
payments from such Trust. Premium rates for each issue of Bonds protected by a
policy obtained by an Insured Trust, if any, are fixed for the life of the
Trust. The premium for any Preinsured Bond insurance has been paid by such
issuer, by a prior owner of such Bonds or the Sponsor and any such policy or
policies are non-cancellable and will continue in force so long as the Bonds
so insured are outstanding and the respective Preinsured Bond Insurer remains
in business. If the provider of an original issuance insurance policy is
unable to meet its obligations under such policy or if the rating assigned to
the claims-paying ability of any such insurer deteriorates, the Portfolio
Insurers have no obligation to insure any issue adversely affected by either
of the above described events. 

The aforementioned portfolio insurance obtained by an Insured Trust, if any,
guarantees the timely payment of principal and interest on the Bonds as they
fall due. For the purposes of insurance obtained by an Insured Trust, "when
due"generally means the stated maturity date for the payment of principal and
interest. However, in the event (a) an issuer of a Bond defaults in the
payment of principal or interest on such Bond, (b) such issuer enters into a
bankruptcy proceeding or (c) the maturity of such Bond is accelerated, the
affected Portfolio Insurer has the option, in its sole discretion, after
receiving notice of the earliest to occur of such a default, bankruptcy
proceeding or acceleration to pay the outstanding principal amount of such
Bond plus accrued interest to the date of such payment and thereby retire the
Bond from the affected Trust prior to such Bond's stated maturity date. The
insurance does not guarantee the market value of the Bonds or the value of the
Units. Insurance obtained by an Insured Trust, if any, is only effective as to
Bonds owned by and held in such Trust. In the event of a sale of any such Bond
by the Trustee, such insurance terminates as to such Bond on the date of sale. 

Pursuant to an irrevocable commitment of the Portfolio Insurers, the Trustee,
upon the sale of a Bond covered under a portfolio insurance policy obtained by
an Insured Trust, has the right to obtain permanent insurance with respect to
such Bond (i.e., insurance to maturity of the Bonds regardless of the identity
of the holder thereof) (the "Permanent Insurance") upon the payment of a
single predetermined insurance premium and any expenses related thereto from
the proceeds of the sale of such Bond. Accordingly, any Bond in an Insured
Trust is eligible to be sold on an insured basis. It is expected that the
Trustee would exercise the right to obtain Permanent Insurance only if upon
such exercise the affected Trust would receive net proceeds (sale of Bond
proceeds less the insurance premium and related expenses attributable to the
Permanent Insurance) from such sale in excess of the sale proceeds if such
Bonds were sold on an uninsured basis. The insurance premium with respect to
each Bond eligible for Permanent Insurance would be determined based upon the
insurability of each Bond as of the Date of Deposit and would not be increased
or decreased for any change in the creditworthiness of each Bond. 

The Sponsor believes that the Permanent Insurance option provides an advantage
to an Insured Trust in that each Bond insured by a Trust insurance policy may
be sold out of the affected Trust with the benefits of the insurance attaching
thereto. Thus, the value of the insurance, if any, at the time of sale, can be
realized in the market value of the Bond so sold (which is not the case in
connection with any value attributable to an Insured Trust's portfolio
insurance). See "Public Offering--Offering Price". Because any such insurance
value may be realized in the market value of the Bond upon the sale thereof
upon exercise of the Permanent Insurance option, the Sponsor anticipates that
(a) in the event an Insured Trust were to be comprised of a substantial
percentage of Bonds in default or significant risk of default, it is much less
likely that such Trust would need at some point in time to seek a suspension
of redemptions of Units than if such Trust were to have no such option (see
"Public Offering--Redemption of Units") and (b) at the time of termination of
an Insured Trust, if such Trust were holding defaulted Bonds or Bonds in
significant risk of default such Trust would not need to hold such Bonds until
their respective maturities in order to realize the benefits of such Trust's
portfolio insurance (see "Trust Administration--Amendment or Termination"). 

Except as indicated below, insurance obtained by an Insured Trust has no
effect on the price or redemption value of Units. It is the present intention
of the Evaluator to attribute a value for such insurance (including the right
to obtain Permanent Insurance) for the purpose of computing the price or
redemption value of Units if the Bonds covered by such insurance are in
default in payment of principal or interest or in significant risk of such
default. The value of the insurance will be the difference between (i) the
market value of a Bond which is in default in payment of principal or interest
or in significant risk of such default assuming the exercise of the right to
obtain Permanent Insurance (less the insurance premium and related expenses
attributable to the purchase of Permanent Insurance) and (ii) the market value
of such Bonds not covered by Permanent Insurance. See "Public
Offering--Offering Price". It is also the present intention of the Trustee not
to sell such Bonds to effect redemptions or for any other reason but rather to
retain them in the portfolio because value attributable to the insurance
cannot be realized upon sale. See "Public Offering--Offering Price"herein for
a more complete description of an Insured Trust's method of valuing defaulted
Bonds and Bonds which have a significant risk of default. Insurance obtained
by the issuer of a Bond is effective so long as such Bond is outstanding.
Therefore, any such insurance may be considered to represent an element of
market value in regard to the Bonds thus insured, but the exact effect, if
any, of this insurance on such market value cannot be predicted. 

The portfolio insurance policy or policies obtained by an Insured Trust, if
any, with respect to the Bonds in such Trust were issued by one or more of the
Portfolio Insurers. Any other Preinsured Bond insurance policy (or commitment
therefor) was issued by one of the Preinsured Bond Insurers. See "Unitholder
Explanations--Settlement of Bonds in the Trusts--Objectives and Securities
Selection". 

AMBAC Indemnity Corporation ("AMBAC Indemnity") is a Wisconsin-domiciled stock
insurance corporation regulated by the Office of the Commissioner of Insurance
of the State of Wisconsin and licensed to do business in 50 states, the
District of Columbia and the Commonwealth of Puerto Rico, with admitted assets
of approximately $1,988,000,000 (unaudited) and statutory capital of
approximately $1,148,000,000 (unaudited) as of March 31, 1994. Statutory
capital consists of AMBAC Indemnity's policyholders' surplus and statutory
contingency reserve. AMBAC Indemnity is a wholly owned subsidiary of AMBAC
Inc., a 100% publicly-held company. Moody's Investors Service, Inc. and
Standard & Poor's Corporation have both assigned a triple-A claims-paying
ability rating to AMBAC Indemnity. 

Copies of its financial statements prepared in accordance with statutory
accounting standards are available from AMBAC Indemnity. The address of AMBAC
Indemnity's administrative offices and its telephone number are One State
Street Plaza, 17th Floor, New York, New York, 10004 and (212) 668-0340. 

AMBAC Indemnity has entered into quota share reinsurance agreements under
which a percentage of the insurance underwritten pursuant to certain municipal
bond insurance programs of AMBAC Indemnity has been and will be assumed by a
number of foreign and domestic unaffiliated reinsurers. 

Municipal Bond Investors Assurance Corporation ("MBIA") is the principal
operating subsidiary of MBIA Inc., a New York Stock Exchange listed company.
MBIA Inc. is not obligated to pay the debts of or claims against MBIA. MBIA is
a limited liability corporation rather than a several liability association.
MBIA is domiciled in the State of New York and licensed to do business in all
fifty states, the District of Columbia and the Commonwealth of Puerto Rico. As
of June 30, 1994 MBIA had admitted assets of $3.3 billion (unaudited), total
liabilities of $2.2 billion (unaudited), and total capital and surplus of $1.1
billion (unaudited) determined in accordance with statutory accounting
practices prescribed or permitted by insurance regulatory authorities. Copies
of MBIA's year end financial statements prepared in accordance with statutory
accounting practices are available from MBIA. The address of MBIA is 113 King
Street, Armonk, New York 10504. 

Effective December 31, 1989, MBIA Inc. acquired Bond Investors Group, Inc. On
January 5, 1990, MBIA acquired all of the outstanding stock of Bond Investors
Group, Inc., the parent of Bond Investors Guaranty Insurance Company (BIG),
now known as MBIA Insurance Corp. of Illinois. Through a reinsurance
agreement, BIG has ceded all of its net insured risks, as well as its unearned
premium and contingency reserves, to MBIA and MBIA has reinsured BIG's net
outstanding exposure. 

Moody's Investors Service, Inc. rates all bond issues insured by MBIA "Aaa"and
short term loans "MIG 1,"both designated to be of the highest quality. 

Standard & Poor's Corporation rates all new issues insured by MBIA "AAA"Prime
Grade. 

The Moody's Investors Service, Inc. rating of MBIA should be evaluated
independently of the Standard & Poor's Corporation rating of MBIA. No
application has been made to any other rating agency in order to obtain
additional ratings on the Bonds. The ratings reflect the respective rating
agency's current assessment of the creditworthiness of MBIA and its ability to
pay claims on its policies of insurance. Any further explanation as to the
significance of the above ratings may be obtained only from the applicable
rating agency. 

The above ratings are not recommendations to buy, sell or hold the Bonds, and
such ratings may be subject to revision or withdrawal at any time by the
rating agencies. Any downward revision or withdrawal of either or both ratings
may have an adverse effect on the market price of the Bonds. 

Financial Guaranty Insurance Company ("Financial Guaranty"or "FGIC") is a
wholly-owned subsidiary of FGIC Corporation (the "Corporation"), a Delaware
holding company. The Corporation is a wholly-owned subsidiary of General
Electric Capital Corporation ("GECC"). Neither the Corporation nor GECC is
obligated to pay the debts of or the claims against Financial Guaranty.
Financial Guaranty is domiciled in the State of New York and is subject to
regulation by the State of New York Insurance Department. As of June 30, 1994,
the total capital and surplus of Financial Guaranty was approximately
$850,000,000. Copies of Financial Guaranty's financial statements, prepared on
the basis of statutory accounting principles, and the Corporation's financial
statements, prepared on the basis of generally accepted accounting principles,
may be obtained by writing to Financial Guaranty at 115 Broadway, New York,
New York 10006, Attention: Communications Department, telephone number: (212)
312-3000 or to the New York State Insurance Department at 160 West Broadway,
18th Floor, New York, New York 10013, Attention: Property Companies Bureau,
telephone number: (212) 621-0389. 

In addition, Financial Guaranty Insurance Company is currently licensed to
write insurance in all 50 states and the District of Columbia. 

Financial Security Assurance, Inc. ("Financial Security"or "FSA") is a
monoline insurance company incorporated on March 16, 1984 under the laws of
the State of New York. The operations of Financial Security commenced on July
25, 1985, and Financial Security received its New York State insurance license
on September 23, 1985. Financial Security and its two wholly owned
subsidiaries are licensed to engage in the financial guaranty insurance
business in 49 states, the District of Columbia and Puerto Rico. 

Financial Security and its subsidiaries are engaged exclusively in the
business of writing financial guaranty insurance, principally in respect of
asset-backed and other collateralized securities offered in domestic and
foreign markets. Financial Security and its subsidiaries also write financial
guaranty insurance in respect of municipal and other obligations and reinsure
financial guaranty insurance policies written by other leading insurance
companies. In general, financial guaranty insurance consists of the issuance
of a guaranty of scheduled payments of an issuer's securities, thereby
enhancing the credit rating of those securities, in consideration for payment
of a premium to the insurer. 

Financial Security is approximately 91.6% owned by U S WEST, Inc. and 8.4%
owned by The Tokio Marine and Fire Insurance Co., Ltd. ("Tokio Marine").
Neither U S WEST, Inc. nor Tokio Marine is obligated to pay the debts of or
the claims against Financial Security. Financial Security is domiciled in the
State of New York and is subject to regulation by the State of New York
Insurance Department. As of March 31, 1993, the total policyholders' surplus
and contingency reserves and the total unearned premium reserve, respectively,
of Financial Security and its consolidated subsidiaries were, in accordance
with generally accepted accounting principles, approximately $479,110,000
(unaudited) and $220,078,000 (unaudited), and the total shareholders' equity
and the total unearned premium reserve, respectively, of Financial Security
and its consolidated subsidiaries were, in accordance with generally accepted
accounting principles, approximately $628,119,000 (unaudited) and $202,493,000
(unaudited). Copies of Financial Security's financial statements may be
obtained by writing to Financial Security at 350 Park Avenue, New York, New
York, 10022, Attention: Communications Department. Its telephone number is
(212) 826-0100. 

Pursuant to an intercompany agreement, liabilities on financial guaranty
insurance written by Financial Security or either of its subsidiaries are
reinsured among such companies on an agreed-upon percentage substantially
proportional to their respective capital, surplus and reserves, subject to
applicable statutory risk limitations. In addition, Financial Security
reinsures a portion of its liabilities under certain of its financial guaranty
insurance policies with unaffiliated reinsurers under various quota share
treaties and on a transaction-by-transaction basis. Such reinsurance is
utilized by Financial Security as a risk management device and to comply with
certain statutory and rating agency requirements; it does not alter or limit
Financial Security's obligations under any financial guaranty insurance
policy. 

Financial Security's claims-paying ability is rated "Aaa"by Moody's Investors
Service, Inc., and "AAA"by Standard & Poor's Corporation, Nippon Investors
Service Inc., Duff & Phelps Inc. and Australian Ratings Pty. Ltd. Such ratings
reflect only the views of the respective rating agencies, are not
recommendations to buy, sell or hold securities and are subject to revision or
withdrawal at any time by such rating agencies. 

Capital Guaranty Insurance Company ("Capital Guaranty") is a "Aaa/AAA"rated
monoline stock insurance company incorporated in the State of Maryland, and is
a wholly owned subsidiary of Capital Guaranty Corporation, a Maryland
insurance holding company. Capital Guaranty Corporation is a publicly owned
company whose shares are traded on the New York Stock Exchange. 

Capital Guaranty is authorized to provide insurance in 49 states, the District
of Columbia and three U.S. territories. Capital Guaranty focuses on insuring
municipal securities and our policies guaranty the timely payment of principal
and interest when due for payment on new issue and secondary market issue
municipal bond transactions. Capital Guaranty\qs claims-paying ability is
rated "Triple-A"by both Moody\qs and Standard & Poor\qs.

     As of June 30, 1994, Capital Guaranty had more than $13.7 billion in net
exposure outstanding (excluding deferred issues). The total statutory
policyholders\q surplus and contingency reserve of Capital Guaranty was
$89,917,075 (unaudited), and the total admitted assets were $286,825,253
(unaudited) as reported to the Insurance Department of the State of Maryland
as of June 30, 1994. Financial statements for Capital Guaranty Insurance
Company, that have been prepared in accordance with statutory insurance
accounting standards, are available upon request. The address of Capital
Guaranty's headquarters and its telephone number are Steuart Tower, 22nd
Floor, One Market Plaza, San Francisco, CA 94105-1413 and (415) 995-8000. 

CapMAC is a New York-domiciled monoline stock insurance company which engages
only in the business of financial guarantee and surety insurance. CapMAC is
licensed in 50 states in addition to the District of Columbia, the
Commonwealth of Puerto Rico and the territory of Guam. CapMAC insures
structured asset-backed, corporate, municipal and other financial obligations
in the domestic and foreign capital markets. CapMAC may also provide financial
guarantee reinsurance for structured asset-backed, corporate and municipal
obligations written by other major insurance companies. 

CapMAC's claims-paying ability is rated "Aaa"by Moody's Investors Service,
Inc. ("Moody's"), "AAA"by Standard & Poor's Corporation ("Standard & Poor's"),
"AAA"by Duff & Phelps, Inc. ("Duff & Phelps") and "AAA"by Nippon Investors
Inc. Such ratings reflect only the views of the respective rating agencies,
are not recommendations to buy, sell or hold securities and are subject to
revision or withdrawal at any time by such rating agencies. 

CapMAC is wholly owned by CapMAC Holdings Inc. ("Holdings"), a company that is
owned by a group of institutional and other investors, including CapMAC's
management and employees.

Neither Holdings nor any of its stockholders is obligated to pay any claims
under any surety bond issued by CapMAC or any debts of CapMAC or to make
additional capital contributions. 

CapMAC is regulated by the Superintendent of Insurance of the State of New
York. In addition, CapMAC is subject to regulation by the insurance
departments of the other jurisdictions in which it is licensed. CapMAC is
subject to periodic regulatory examinations by the same regulatory
authorities. 

CapMAC is bound by insurance laws and regulations regarding capital transfers,
limitations upon dividends, investment of assets, changes in control,
transactions with affiliates and consolidations and acquisitions. The amount
of exposure per risk that CapMAC may retain, after giving effect to
reinsurance, collateral or other security, is also regulated. Statutory and
regulatory accounting practices may prescribe appropriate rates at which
premiums are earned and the levels of reserves required. In addition, various
insurance laws restrict the incurrence of debt, regulate permissible
investments of reserves, capital and surplus, and govern the form of surety
bonds. 

CapMAC's obligations under the Surety Bond(s) may be reinsured. Such
reinsurance does not relieve CapMAC of any of its obligations under the Surety
Bond(s). 

THE SURETY BOND IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY
FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. 

     As of December 31, 1993 and 1992, CapMAC had qualified statutory capital
(which consists of policyholders\q surplus and contingency reserve) of
approximately $168 million and $163 million, respectively, and had not
incurred any debt obligations. Article 69 of the New York State Insurance Law
requires CapMAC to establish and maintain the contingency reserve, which is
available to cover claims under surety bonds issued by CapMAC.

In addition to its qualified statutory capital and other reinsurance available
to pay claims under its surety bonds, CapMAC has entered into a Stop Loss
Reinsurance Agreement (the "Stop Loss Agreement") with Winterthur Swiss
Insurance Company (the "Reinsurer"), which is rated AAA by Standard & Poor\qs
and Aaa by Moody\qs, pursuant to which the Reinsurer will be required to pay
any losses incurred by CapMAC during the term of the Stop Loss Agreement on
the surety bonds covered under the Stop Loss Agreement in excess of a
specified amount of losses incurred by CapMAC under such surety bonds (such
specified amount initially being $100 million and increasing annually by an
amount equal to 66 2/3% of the increase in CapMAC\qs statutory capital and
surplus) up to an aggregate limit payable under the Stop Loss Agreement of $50
million. The Stop Loss Agreement has a term of seven years, is extendable for
one-year periods and is subject to early termination upon the occurrence of
certain events.

CapMAC also has available a $100,000,000 standby corporate liquidity facility
(the "Liquidity Facility") provided by a syndicate of banks rated A1+/P1 by
Standard & Poor's and Moody's, respectively, having a term of 360 days. Under
the Liquidity Facility CapMAC will be able, subject to satisfying certain
conditions, to borrow funds from time to time in order to enable it to fund
any claim payments or payments made in settlement or mitigation of claims
payments under its surety bonds, including the Surety Bond. 

Copies of CapMAC's financial statements prepared in accordance with statutory
accounting standards, which differ from generally accepted accounting
principles, and filed with the Insurance Department of the State of New York
are available upon request. CapMAC is located at 885 Third Avenue, New York,
New York 10022, and its telephone number is (212) 755-1155. 

In order to be in an Insured Trust, Bonds must be insured by one of the
Preinsured Bond Insurers or be eligible for the insurance being obtained by
such Trust. In determining eligibility for insurance, the Preinsured Bond
Insurers, AMBAC Indemnity and Financial Guaranty have applied their own
standards which correspond generally to the standards they normally use in
establishing the insurability of new issues of municipal bonds and which are
not necessarily the criteria used in the selection of Bonds by the Sponsor. To
the extent the standards of the Preinsured Bond Insurers, AMBAC Indemnity and
Financial Guaranty are more restrictive than those of the Sponsor, the
previously stated Trust investment criteria have been limited with respect to
the Bonds. This decision is made prior to the Date of Deposit, as debt
obligations not eligible for insurance are not deposited in an Insured Trust.
Thus, all of the Bonds in the portfolios of the Insured Trusts in the Fund are
insured either by the respective Trust or by the issuer of the Bonds, by a
prior owner of such Bonds or by the Sponsor prior to the deposit of such Bonds
in a Trust.

Because the Bonds are insured by one of the Portfolio Insurers or one of the
Preinsured Bond Insurers as to the timely payment of principal and interest,
when due, and on the basis of the various reinsurance agreements in effect,
Standard & Poor's Corporation has assigned to the Units of each Insured Trust
its "AAA"investment rating. See "Description of Securities Ratings". The
obtaining of this rating by an Insured Trust should not be construed as an
approval of the offering of the Units by Standard & Poor's Corporation or as a
guarantee of the market value of such Trust or of the Units. 
   
On the date of this Prospectus, the Estimated Current Returns on the
Securities in the Colorado IM-IT Trust, Georgia IM-IT Trust and New Mexico
IM-IT Trust were 5.45%, 5.64% and 5.61%, respectively, after payment of the
insurance premium or premiums payable by each Trust, while the Estimated
Long-Term Returns on such Trusts were 5.56%, 5.71% and 5.68%, respectively.
The Estimated Current Returns on identical portfolios without the insurance
obtained by the above-mentioned Trusts would have been 5.49%, 5.66% and 5.66%,
respectively, on such date, while the Estimated Long-Term Returns on identical
portfolios without the insurance obtained by the above mentioned Trusts would
have been 5.59%, 5.73% and 5.73%, respectively. 
    
An objective of portfolio insurance obtained by an Insured Trust is to obtain
a higher yield on the portfolio of such Trust than would be available if all
the Securities in such portfolio had Standard & Poor's Corporation "AAA"rating
and yet at the same time to have the protection of insurance of prompt payment
of interest and principal, when due, on the Bonds. There is, of course, no
certainty that this result will be achieved. Preinsured Bonds in an Insured
Trust (all of which are rated "AAA"by Standard & Poor's Corporation) may or
may not have a higher yield than uninsured bonds rated "AAA"by Standard &
Poor's Corporation. In selecting such Bonds for an Insured Trust, the Sponsor
has applied the criteria hereinbefore described. 

In the event of nonpayment of interest or principal, when due, in respect of a
Bond, AMBAC Indemnity shall make such payment not later than 30 days and
Financial Guaranty shall make such payment within one business day after the
respective insurer has been notified that such nonpayment has occurred or is
threatened (but not earlier than the date such payment is due). The insurer,
as regards any payment it may make, will succeed to the rights of the Trustee
in respect thereof. All policies issued by the Portfolio Insurers and the
Preinsured Bond Insurers are substantially identical insofar as obligations to
an Insured Trust are concerned. 

The Internal Revenue Service has issued a letter ruling which holds in effect
that insurance proceeds representing maturing interest on defaulted municipal
obligations paid to holders of insured bonds, under policy provisions
substantially identical to the policies described herein, will be excludable
from Federal gross income under Section 103(a)(1) of the Internal Revenue Code
to the same extent as if such payments were made by the issuer of the
municipal obligations. Holders of Units in an Insured Trust should discuss
with their tax advisers the degree of reliance which they may place on this
letter ruling. However, Chapman and Cutler, counsel for the Sponsor, has given
an opinion to the effect such payment of proceeds would be excludable from
Federal gross income if, and to the same extent as, such interest would have
been so excludable if paid by the issuer of the defaulted obligations. See
"Other Matters--Federal Tax Status". 

Each Portfolio Insurer is subject to regulation by the department of insurance
in the state in which it is qualified to do business. Such regulation,
however, is no guarantee that each Portfolio Insurer will be able to perform
on its contract of insurance in the event a claim should be made thereunder at
some time in the future. At the date hereof, it is reported that no claims
have been submitted or are expected to be submitted to any of the Portfolio
Insurers which would materially impair the ability of any such company to meet
its commitment pursuant to any contract of bond or portfolio insurance. 

The information relating to each Portfolio Insurer has been furnished by such
companies. The financial information with respect to each Portfolio Insurer
appears in reports filed with state insurance regulatory authorities and is
subject to audit and review by such authorities. No representation is made
herein as to the accuracy or adequacy of such information or as to the absence
of material adverse changes in such information subsequent to the dates
thereof.

The Bonds in the Insured Trusts are insured as follows: 


   
<TABLE>
<CAPTION>
                              Bonds insured           Bonds insured                       
                                under AMBAC         under Financial                       
Trust                             Indemnity                Guaranty    Preinsured    Total   
                       portfolio insurance     portfolio insurance         Bonds          
<S>                 <C>                     <C>                        <C>           <C>     
Colorado IM-IT.....               32%                --                68%           100% 
Georgia IM-IT......               19%                --                81%           100% 
New Jersey IM-IT...                --                --               100%           100% 
New Mexico IM-IT...               46%                --                54%           100% 
</TABLE>


The breakdown of the Preinsured Bonds is as follows: Colorado IM-IT
Trust--AMBAC Indemnity 32%, Financial Guaranty 20% and MBIA 16%;  Georgia
IM-IT Trust--AMBAC Indemnity 16%, Financial Guaranty 16% and MBIA 49%;  New
Jersey IM-IT Trust--AMBAC Indemnity 32%, Capital Guaranty 7%, Financial
Guaranty 13% and MBIA 48%; New Mexico IM-IT Trust--AMBAC Indemnity 31%, MBIA
15% and  FSA 8%.

COLORADO IM-IT TRUST

General. The Colorado IM-IT Trust consists of 8 issues of Securities. Two of
the Bonds in the Colorado IM-IT Trust are general obligations of the
governmental entities issuing them and are backed by the taxing power thereof.
The remaining issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. These
issues are divided by purpose of issues (and percentage of principal amount to
total Colorado IM-IT Trust) as follows: Health Care, 2 (25%); Water and Sewer,
2 (22%); General Obligations, 2 (21%); General Purpose, 1 (16%) and Retail
Electric/Gas, 1 (16%).  No Bond issue has received a provisional rating. 

Risk Factors. The State Constitution requires that expenditures for any fiscal
year not exceed revenues for such fiscal year. By statute, the amount of
General Fund revenues available for appropriation is based upon revenue
estimates which, together with other available resources, must exceed annual
appropriations by the amount of the unappropriated reserve (the
"Unappropriated Reserve"). The Unappropriated Reserve requirement for fiscal
year 1991, 1992 and 1993 was set at 3%. For fiscal year 1992 and thereafter,
General Fund appropriations are also limited by statute to an amount equal to
the cost of performing certain required reappraisals of taxable property plus
an amount equal to the lesser of (i) five percent of Colorado personal income
or (ii) 106% of the total General Fund appropriations for the previous fiscal
year. This restriction does not apply to any General Fund appropriations which
are required as a result of a new federal law, a final state or federal court
order or moneys derived from the increase in the rate or amount of any tax or
fee approved by a majority of the registered electors of the State voting at
any general election. In addition, the statutory limit on the level of General
Fund appropriations may be exceeded for a given fiscal year upon the
declaration of a State fiscal emergency by the State General Assembly. 

The 1991 fiscal year end fund balance was $16.3 million, which was $62.8
million below the 3% Unappropriated Reserve requirement. As of the end of the
1992 fiscal year, the fund balance was $133.3 million, which was $49.1 million
over the 3% Unappropriated Reserve requirement. Based on June 20, 1993
estimates, the 1993 fiscal year ending fund balance is expected to be $281.8
million, or $189.7 million over the 3% required Unappropriated Reserve. 

On November 3, 1992, voters in Colorado approved a constitutional amendment
(the "Amendment") which, in general, became effective December 31, 1992, and
which could restrict the ability of the State and local governments to
increase revenues and impose taxes. The Amendment applies to the State and all
local governments, including home rule entities ("Districts"). Enterprises,
defined as government-owned businesses authorized to issue revenue bonds and
receiving under 10% of annual revenue in grants from all Colorado state and
local governments combined, are excluded from the provisions of the Amendment. 

The provisions of the Amendment are unclear and will probably require judicial
interpretation. Among other provisions, beginning November 4, 1992, the
Amendment requires voter approval prior to tax increases, creation of debt, or
mill levy or valuation for assessment ratio increases. The Amendment also
limits increases in government spending and property tax revenues to specified
percentages. The Amendment requires that District property tax revenues yield
no more than the prior year's revenues adjusted for inflation, voter approved
changes and (except with regard to school districts) local growth in property
values according to a formula set forth in the Amendment. School districts are
allowed to adjust tax levies for changes in student enrollment. Pursuant to
the Amendment, local government spending is to be limited by the same formula
as the limitation for property tax revenues. The Amendment limits increases in
expenditures from the State general fund and program revenues (cash funds) to
the growth in inflation plus the percentage change in State population in the
prior calendar year. The basis for initial spending and revenue limits are
fiscal year 1992 spending and 1991 property taxes collected in 1992. The basis
for spending and revenue limits for fiscal year 1994 and later years will be
the prior fiscal year's spending and property taxes collected in the prior
calendar year. Debt service changes, reductions and voter-approved revenue
changes are excluded from the calculation basis. The Amendment also prohibits
new or increased real property transfer tax rates, new State real property
taxes and local District income taxes. 

According to the Colorado Economic Perspective, Fourth Quarter, FY 1992-93,
June 20, 1993 (the "Economic Report"), inflation for 1992 was 3.7% and
population grew at the rate of 2.7% in Colorado. Accordingly, under the
Amendment, increases in State expenditures during the 1994 fiscal year will be
limited to 6.4% over expenditures during the 1993 fiscal year. The 1993 fiscal
year is the base year for calculating the limitation for the 1994 fiscal year.
For the 1993 fiscal year, the Office of State Planning and Budgeting estimates
that general fund revenues will total $3,341.7 million and that program
revenues (cash funds) will total $1,753.4 million, or total estimated base
revenues of $5,095.1 million. Expenditures for the 1994 fiscal year,
therefore, cannot exceed $5,421.2 million. However, the 1994 fiscal year
general fund and program revenues (cash funds) are projected to be only
$5,220.4 million, or $200.8 million less than expenditures allowed under the
spending limitation. 

There is also a statutory restriction on the amount of annual increases in
taxes that the various taxing jurisdictions in Colorado can levy without
electoral approval. This restriction does not apply to taxes levied to pay
general obligation debt. 

As the State experienced revenue shortfalls in the mid-1980s, it adopted
various measures, including impoundment of funds by the Governor, reduction of
appropriations by the General Assembly, a temporary increase in the sales tax,
deferral of certain tax reductions and inter-fund borrowings. On a GAAP basis,
the State had unrestricted General Fund balances at June 30 of approximately
$100.3 million in fiscal year 1988, $134.4 million in fiscal year 1989, $116.6
million in fiscal year 1990, $16.3 million in fiscal year 1991 and $133.3
million in fiscal year 1992. The fiscal year 1993 unrestricted general fund is
currently estimated to be $281.8 million. 

For fiscal year 1992, the following tax categories generated the following
respective revenue percentages of the State's $2,995.8 million total gross
receipts: individual income taxes represented 53.7% of gross fiscal year 1992
receipts; excise taxes represented 33.4% of gross fiscal year 1992 receipts;
and corporate income taxes represented 3.7% of gross fiscal year 1992
receipts. The final budget for fiscal year 1993 projects general fund revenues
of approximately $3,341.7 million and appropriations of approximately $3,046.7
million. The percentages of general fund revenue generated by type of tax for
fiscal year 1993 are not expected to be significantly different from fiscal
year 1992 percentages. 

Under its constitution, the State of Colorado is not permitted to issue
general obligation bonds secured by the full faith and credit of the State.
However, certain agencies and instrumentalities of the State are authorized to
issue bonds secured by revenues from specific projects and activities. The
State enters into certain lease transactions which are subject to annual
renewal at the option of the State. In addition, the State is authorized to
issue short-term revenue anticipation notes. Local governmental units in the
State are also authorized to incur indebtedness. The major source of financing
for such local government indebtedness is an ad valorem property tax. In
addition, in order to finance public projects, local governments in the State
can issue revenue bonds payable from the revenues of a utility or enterprise
or from the proceeds of an excise tax, or assessment bonds payable from
special assessments. Colorado local governments can also finance public
projects through leases which are subject to annual appropriation at the
option of the local government. Local governments in Colorado also issue tax
anticipation notes. The Amendment requires prior voter approval for the
creation of any multiple fiscal year debt or other financial obligation
whatsoever, except for refundings at a lower rate or obligations of an
enterprise. 

Based on data published by the State of Colorado, Office of State Planning and
Budgeting as presented in the Economic Report, over 50% of non-agricultural
employment in Colorado in 1992 was concentrated in the retail and wholesale
trade and service sectors, reflecting the importance of tourism to the State's
economy and of Denver as a regional economic and transportation hub. The
government and manufacturing sectors followed as the fourth and fifth largest
employment sectors in the State, representing approximately 18.3% and 11.5%,
respectively, of non-agricultural employment in the State in 1992. 

According to the Economic Report, during the first quarter of 1993, 45,900 net
new jobs were generated in the Colorado economy, an increase of 24.4% over the
first quarter of 1992. However, the unemployment rate rose from an average of
5.5% during the first quarter of 1992 to 5.8% during the first quarter of
1993. Total retail sales increased by 9.8% during the first quarter of 1993 as
compared to the same period in 1992. 

Personal income rose 6.6% in Colorado during 1992 and 5.5% in 1991. In 1992,
Colorado was the twelfth fastest growing state in terms of personal income
growth. However, because of heavy migration into the state and a large
increase in low-paying retail sector jobs, per capita personal income in
Colorado increased by only 3.8% in 1992, 0.1% below the increase in per capita
personal income for the nation as a whole. 

Economic conditions in the State may have continuing effects on other
governmental units within the State (including issuers of the Bonds in the
Colorado IM-IT Trust), which, to varying degrees, have also experienced
reduced revenues as a result of recessionary conditions and other factors. 

Tax Status. For a discussion of the Federal tax status of income earned on
Colorado IM-IT Trust Units, see "Other Matters--Federal Tax Status". 

Neither the Sponsor nor its counsel have independently examined the Bonds to
be deposited in and held in the Trust. However, although Chapman and Cutler
expresses no opinion with respect to the issuance of the Bonds, in rendering
its opinion expressed herein, it has assumed that: (i) the Bonds were validly
issued, (ii) the interest thereon is excludable from gross income for federal
income tax purposes, and (iii) interest on the Bonds, if received directly by
a Unitholder, would be exempt from the income tax imposed by the State that is
applicable to individuals and corporations (the "State Income Tax"). This
opinion does not address the taxation of persons other than full time
residents of Colorado. 

In the opinion of Chapman and Cutler, counsel to the Sponsor, under existing
Colorado law: 

Because Colorado income tax law is based upon the Federal law, the Colorado
IM-IT Trust is not an association taxable as a corporation for purposes of
Colorado income taxation. 

With respect to Colorado Unitholders, in view of the relationship between
Federal and Colorado tax computations described above:

Each Colorado Unitholder will be treated as owning a pro rata share of each
asset of the Colorado IM-IT Trust for Colorado income tax purposes in the
proportion that the number of Units of such Trust held by the Unitholder bears
to the total number of outstanding Units of the Colorado IM-IT Trust, and the
income of the Colorado IM-IT Trust will therefore be treated as the income of
each Colorado Unitholder under Colorado law in the proportion described; 

Interest on Bonds that would not be includable in income for Colorado income
tax purposes when paid directly to a Colorado Unitholder will be exempt from
Colorado income taxation when received by the Colorado IM-IT Trust and
attributed to such Colorado Unitholder and when distributed to such Colorado
Unitholder; 

Any proceeds paid under an insurance policy or policies issued to the Colorado
IM-IT Trust with respect to the Bonds in the Colorado IM-IT Trust which
represent maturing interest on defaulted obligations held by the Trustee will
be excludable from Colorado adjusted gross income if, and to the same extent
as, such interest would have been so excludable if paid in the normal course
by the issuer of the defaulted obligations; 

Any proceeds paid under individual policies obtained by issuers of Bonds in
the Colorado IM-IT Trust which represent maturing interest on defaulted
obligations held by the Trustee will not be includable in income for Colorado
income tax purposes if, and to the same extent as, such interest would not
have been so includable if paid in the normal course by the issuer of the
defaulted obligations; 

Each Colorado Unitholder will realize taxable gain or loss when the Colorado
IM-IT Trust disposes of a Bond (whether by sale, exchange, redemption, or
payment at maturity) or when the Colorado Unitholder redeems or sells Units at
a price that differs from original cost as adjusted for amortization of bond
discount or premium and other basis adjustments (including any basis reduction
that may be required to reflect a Colorado Unitholder's share of interest, if
any, accruing on Bonds during the interval between the Colorado Unitholder's
settlement date and the date such Bonds are delivered to the Colorado IM-IT
Trust, if later); 

Tax cost reduction requirements relating to amortization of bond premium may,
under some circumstances, result in Colorado Unitholders realizing taxable
gain when their Units are sold or redeemed for an amount equal to or less than
their original cost; and 

If interest on indebtedness incurred or continued by a Colorado Unitholder to
purchase Units in the Colorado IM-IT Trust is not deductible for federal
income tax purposes, it also will be non-deductible for Colorado income tax
purposes. 

Unitholders should be aware that all tax-exempt interest, including their
share of interest on the Bonds paid to the Colorado IM-IT Trust, is taken into
account for purposes of determining eligibility for the Colorado Property Tax/
Rent/Heat Rebate.

  



<TABLE>
<CAPTION>
Per Unit Information:                                                                      
<S>                                                                           <C>        
Calculation of Estimated Net Annual Unit Income<F1>:            
 Estimated Annual Interest Income per Unit .................................  $    56.76 
 Less: Estimated Annual Expense per Unit <F2> ..............................  $     1.89 
 Less: Annual Premium on Portfolio Insurance per Unit ......................  $      .33 
 Estimated Net Annual Interest Income per Unit .............................  $    54.54 
Calculation of Estimated Interest Earnings Per Unit:             
 Estimated Net Annual Interest Income per Unit .............................  $    54.54 
 Divided by 12..............................................................  $     4.55 
Estimated Daily Rate of Net Interest Accrual per Unit ......................  $   .15148 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>....        5.45%
Estimated Long-Term Return <F3><F4><F5>.....................................        5.56%
Initial Distribution (November 1994)........................................  $     5.91 
Estimated Normal Distribution per Unit <F5> ................................  $     4.55 
Purchased Interest <F6>.................................................... . $     9.48 
 Trustee's Annual Fee <F1>....... $.98 per $1,000 principal amount of Bonds  
 Record and Computation Dates.... FIRST day of each month  
 Distribution Dates ............. FIFTEENTH day of each month commencing  
                                  November 15, 1994.

<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.13
per Unit (which amount is the estimated interest to be earned per Unit prior
to the expected delivery dates for the "when, as and if issued"Bonds included
in this Trust). Should such estimated interest exceed such amount, the Trustee
will reduce its fee up to its annual fee. After the first year, the Trustee's
fee will be that amount indicated above. Estimated annual interest income per
Unit will be increased to $56.89. Estimated Annual Expense per Unit (excluding
insurance) will be increased to $2.02; and estimated net annual interest
income per Unit will remain the same as shown. See "Estimated Current Returns
and Estimated Long-Term Returns."Based on the outstanding principal amount of
Securities as of the Date of Deposit, the Trustee's annual fee would be $3,087.

<F2>Excluding insurance costs. 

<F3>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge. See "Unitholder
Explanations--Public Offering--General".

<F4>The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated
net annual interest income per Unit will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of Securities while the Public Offering
Price will vary with changes in the offering price of the underlying
Securities and with changes in the Purchased Interest; therefore, there is no
assurance that the present Estimated Current Return indicated above will be
realized in the future. The Estimated Long-Term Return is calculated using a
formula which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and (2) takes into account
the expenses and sales charge associated with each Trust Unit. Since the
market values and estimated retirements of the Securities and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of the Estimated Long-Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculation includes only net annual interest income and Public
Offering Price.

<F5>These figures are based on estimated per Unit cash flows. Estimated cash flows
will vary with changes in fees and expenses, with changes in current interest
rates and with the principal prepayment, redemption, maturity, call, exchange
or sale of the underlying Securities. The estimated cash flows for this Series
are set forth under "Estimated Cash Flows to Unitholders".

<F6>See "Unitholder Explanations--Purchased and Accrued Interest". 
</TABLE>


<TABLE>
COLORADO INSURED MUNICIPALS INCOME TRUST
SERIES 70 (IM-IT AND QUALITY MULTI-SERIES 232)
PORTFOLIO As of September 15, 1994
<CAPTION>
                                                                                                               Offering   
                                                                                                               Price To  
                                                                                                               Colorado  
Aggregate      Name of Issuer, Title, Interest Rate andMaturity Date of                    Redemption          IM-IT   
Principal<F1>  either Bonds Deposited orBonds Contracted for<F1><F5>           Rating<F2>  Feature<F3>         Trust<F4>  
<S>            <C>                                                          <C>            <C>                 <C> 
$     500,000  Arvada, Colorado, Sales and Use Tax, Revenue Refunding and                  2002 @ 100                
               Improvement Bonds (FGIC Insured)  #6.25% Due 12/1/2012 .....           AAA  2008 @ 100 S.F.     $   507,225
      500,000  Jefferson County School District No. R-1 (Jefferson County,                                            
                Colorado) General Obligation Bonds, Series 1992 (AMBAC                     2002 @ 101                
               Indemnity Insured)  #6.00% Due 12/15/2012 ..................           AAA  2009 @ 100 S.F.         496,985 
      200,000  City of Woodland Park, Colorado, Wastewater Utility Revenue                                           
                Refunding Bonds, Series 1994 (MBIA Insured)**  6.05% Due                   2004 @ 101             
               12/1/2013 ..................................................           AAA  2010 @ 100 S.F.         199,854
      150,000  City of Thornton, Adams County, Colorado, Unlimited                                                    
               Tax-General  Obligation Water Refunding Capital                                                       
               Appreciation Bonds,  Series 1991 (FGIC Insured)  #0.00% Due                                           
               12/1/2015 ..................................................           AAA                           40,851 <F6>
      500,000  Platte River Power Authority, Colorado, Power Revenue                       2002 @ 102                
               Bonds,  Series BB  #5.50% Due 6/1/2018 .....................             A+ 2015 @ 100 S.F.         459,280 
      500,000  City of Colorado Springs, Colorado, Utilities System                                                  
               Refunding  Revenue Bonds, Series 1992A  #6.125% Due                         2002 @ 100                
               11/15/2020 .................................................            AA  2019 @ 100 S.F.         497,625
      500,000  University of Colorado Hospital Authority, Hospital Revenue                                         
                Bonds, Series 1992A (AMBAC Indemnity Insured)  #6.40% Due                  2002 @ 102                
               11/15/2022 .................................................           AAA  2013 @ 100 S.F.         505,220
      300,000  City and County of Denver, Colorado, Revenue Bonds, Series                                          
               1994 (Sisters of Charity of Leavenworth Health Services                     2003 @ 102         
               Corporation) MBIA Insured  #5.00% Due 12/1/2023 ............           AAA  2015 @ 100 S.F.         247,968 
$   3,150,000                                                                                                   $2,955,008
</TABLE>

All of the Bonds in the portfolio are insured either by one of the Preinsued
Bond Insurers (as indicated in the Bond name) or under the portfolio insurance
policy obtained by the Trust from AMBAC Indemnity. See "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts".

For an explanation of the footnotes used on this page, see "Notes to
Portfolios". 



GEORGIA IM-IT TRUST 

General. The Georgia IM-IT Trust consists of 8 issues of Securities. One of
the Bonds in the Georgia IM-IT Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power thereof. The
remaining issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. These
issues are divided by purpose of issues (and percentage of principal amount to
total Georgia IM-IT Trust) as follows: Health Care, 1 (16%); Higher Education,
1 (16%); Multi-Family Mortgage Revenue, 1 (16%); Water and Sewer, 1 (16%);
Wholesale Electric, 1 (16%); Certificates of Participation, 1 (8%); Public
Building, 1 (8%) and General Obligations, 1 (4%). No Bond issue has received a
provisional rating. 

Risk Factors. The following brief summary regarding the economy of Georgia is
based upon information drawn from publicly available sources and is included
for purposes of providing information about general economic conditions that
may or may not affect issuers of the Georgia obligations.  The Sponsor has not
independently verified any of the information contained in such publicly
available documents.

 Constitutional Considerations.  The Georgia Constitution permits the issuance
by the State of general obligation debt and of certain guaranteed revenue
debt.  The State may in our guaranteed revenue debt by guaranteeing the
payment of certain revenue obligations issued by an instrumentality of the
State.  The Georgia Constitution prohibits the incurring of any general
obligation debt or guaranteed revenue debt if the highest aggregate annual
debt service requirement for the then current year or any subsequent fiscal
year for outstanding general obligation debt and guaranteed revenue debt,
including the proposed debt, exceed 10 percent of the total revenue receipts,
less refunds, of the State treasury in the fiscal year immediately preceding
the year in which any such debt is to be incurred.

The Georgia Constitution also permits the State to incur public debt to supply
a temporary deficit in the State treasury in any fiscal year created by a
delay in collecting the taxes of that year.  Such debt must not exceed, in the
aggregate, 5% of the total revenue receipts, less refunds, of the State
treasury in the fiscal year immediately preceding the year in which such debt
is incurred.  The debt incurred must be repaid on or before the last day of
the fiscal year in which it is to be incurred to supply a temporary deficit in
the State treasury.  No such short-term debt has been incurred under this
provision since the inception of the constitutional authority referred to in
this paragraph.

Virtually all of the issues of long-term debt obligations issued by or on
behalf of the State of Georgia and counties, municipalities and other
political subdivisions and public authorities thereof are required by law to
be validated and confirmed in a judicial proceeding prior to issuance.  The
legal effect of an approved validation in Georgia is to render incontestable
the validity of the pertinent bond issue and the security therefor.

The State and Its Economy.  The State operates on a fiscal year beginning July
1 and ending June 30.  Thus, the 1994 fiscal year ended June 30, 1994.  Based
on data of the Georgia Department of Revenue, estimated receipts of the State
from income tax and sales tax for the 1992 fiscal year comprised approximately
48.8% and 37.5%, respectively, of the total State tax revenues.  Such data
shows that total estimated State treasury receipts for the 1992 fiscal year
increased by approximately 2.16% over such collections in the 1991 fiscal
year.  The estimated 1993 fiscal year figures indicate that receipts of the
State from income tax and sales tax for the 1993 fiscal year comprised
approximately 48.1% and 38%, respectively, of the total State tax revenues. 
Total estimated State tax revenue collections for the 1993 fiscal year
indicated an increase of approximately 9.89% over such collections in the 1992
fiscal year.  The estimated 1994 fiscal year figures indicate that receipts of
the State from income tax and sales tax for the 1994 fiscal year will comprise
approximately 48.8% and 37.9%, respectively, of the total State tax revenues. 
Total estimated State tax revenue collections for the 1994 fiscal year
indicate an increase of approximately 9.56% over such collections in the 1993
fiscal year.

Georgia experienced an economic slowdown in the late 1980s that continued into
1992. The 1991 fiscal year ended with a balanced budget, but only because the
State had borrowed approximately $90 million from surpluses maintained for
special uses. In light of weaker. than expected monthly revenue collections in
May and June of 1991, Georgia lawmakers, in a special legislative session, cut
budgeted expenditures for the 1992 fiscal year by $415 million. Georgia ended
its 1992 fiscal year, however, with strong monthly revenue collections. For
the last four months of fiscal year 1992, Georgia's revenues were more than 6%
higher than revenues reported one year earlier for the same time period. By
year-end, revenue collections fell only .1% short of that expected to cover
1992 expenditures. This shortfall was made up from funds allocated to but not
used by state agencies. The authorized 1993 fiscal year budget consists of an
$8.3 billion spending plan and approximately $750 million in new general
obligation debt. On March 23, 1993. The Georgia General Assembly approved an
$8.9 billion budget for the 1994 fiscal year which includes authorization for
$792 million of general obligation borrowing. 

The Georgia economy has performed relatively well during recent years and
generally has expanded at a rate greater than the national average during that
period.  However, growth in 1988 through 1992 slowed somewhat and was modest
compared to the pace of the early 1980's.  Georgia's economy, however, has
made a robust recovery through the 1993 and 1994 fiscal years.  Total
estimated State tax revenue collections for the 1994 fiscal year indicate an
increase of approximately 9.56% over such collections in the 1993 fiscal year.
 The 1992 annual average unemployment rate for Georgia was 6.9% as compared to
the 1992 national annual average unemployment rate of 7.4%.  The 1993 annual
average unemployment rate for Georgia was 5.7% as compared to the 1993
national annual average unemployment rate of 6.7%.  Throughout 1994, the
monthly unemployment rate for Georgia (not seasonally adjusted) has remained
below the national average monthly unemployment rate (not seasonally
adjusted).  In April and May 1994, the two most current months for which
information is available, Georgia's unemployment rate of 6.2% and 5.9%.  In
July, 1994, widespread flooding in central and southern Georgia caused
extensive damage and destruction of farmland, private residences, businesses
and local and state government facilities.  As of July 12, 1994, Governor Zell
Miller refused to estimate the dollar value of the damage but other sources
estimate that damage could exceed $300 million.  Thirty-one counties have been
declared federal disaster areas.  Moody's Investors Service, Inc. and Standard
and Poor's Corporation are observing the situation in Georgia, but neither
rating agency has expressed any immediate credit concerns.

Bond Ratings.  Currently, Moody's Investors Service, Inc. rates Georgia
general obligation bonds Aaa and Standard & Poor's Corporation rates such
bonds AA+.

Legal Proceedings.  Georgia is involved in certain legal proceedings that, if
decided against the State, may require the State to make significant future
expenditures or may substantially impair revenues.  Several lawsuits have been
filed against Georgia asserting that the decision in Davis v. Michigan
Department of Treasury, 489 U.S. 803 (1989), invalidating Michigan's practice
of taxing retirement benefits paid by the federal government while exempting
state retirement benefits, also invalidates Georgia's tax treatment of Federal
Retirement Benefits for years prior to 1989.  Under Georgia's applicable 3
year statute of limitation the maximum potential liability under these suits
calculated to April 1, 1992 would appear to be no greater than 128 million
dollars.  The plaintiffs in these suits, however, have requested refunds for a
period from 1980 which could result in a maximum potential liability in the
range of 591 million dollars.  Any such liability would be predicated on a
holding by a Georgia court or the United States Supreme Court that the Davis
decision is applicable to Georgia's prior method of taxing Federal Retirement
Benefits, that the Davis decision is to be given a retroactive effect, i.e.,
that the decision affects prior tax years and that a refund remedy is
appropriate.  In Georgia's "test case", the Georgia Supreme Court held that no
refunds are due.  On June 28, 1993, however, the U.S. Supreme Court vacated
that holding and remanded the case for further consideration in light of the
U.S. Supreme Court decision in Harper v. Virginia Department of Taxation
(Decided June 18, 1993).  In Harper, the Court held that its decision in Davis
applied retroactively to federal retirees who were denied Virginia personal
income tax refunds.

Another suit filed against Georgia seeks a $31 million refund plus interest of
liquor taxes imposed under a Georgia statute found retroactively invalid by
the U.S. Supreme Court.  The trial court's decision that no refunds are due is
currently being reviewed by the Georgia Supreme Court.

Two additional suits have been filed with the State of Georgia by foreign
producers of alcoholic beverages seeking $96 million in refunds of alcohol
import taxes imposed under another statute.  These claims constitute 99% of
all such taxes paid during the preceding three years.

In Board of Public Education for Savannah/Chatham County v. State of Georgia,
the local school board claimed that the State should finance the major portion
of the costs of its desegregation program.  The Savannah Board originally
requested restitution in the amount of $30 million, but the Federal District
Court set forth a formula which would require a State payment in the amount of
approximately $6 million.  Both sides have moved for reconsideration.  In a
similar complaint, DeKalb County has requested restitution in the amount of
$90 million, and there are approximately five other school districts which
could file similar claims.  It is not possible to quantify such potential
claims at this time.

The foregoing information does not purport to be a complete or exhaustive
description of all conditions to which the issuers of Bonds in the Georgia
Insured Trust are subject.  Many factors including national economic, social
and environmental policies and conditions, which are not within the control of
the issuers of Bonds could affect or could have an adverse impact on the
financial condition of the State and various agencies and political
subdivisions located in the State.  Since Georgia Bonds in the Georgia Insured
Trust (other than general obligation bonds issued by the State) are payable
from revenue derived from a specific source or authority, the impact of a
pronounced decline in the national economy or difficulties in significant
industries within the State could result in a decrease in the amount of
revenues realized from such source or by such authority and thus adversely
affect the ability of the respective issuers of the Georgia Bonds in the
Georgia Insured Trust to pay the debt service requirements on the Georgia
Bonds.  Similarly, such adverse economic developments could result in a
decrease in tax revenues realized by the State and thus could adversely affect
the ability of the State to pay the debt service requirements of any Georgia
general obligation bonds in the Georgia Insured Trust.

Tax Status. For a discussion of the Federal tax status of income earned on
Georgia IM-IT Trust Units, see "Federal Tax Status". 

In the opinion of Chapman and Cutler, counsel to the Sponsor, under existing
Georgia law: 

For Georgia income tax purposes, the Georgia IM-IT Trust is not an association
taxable as a corporation, and the income of the Georgia IM-IT Trust will be
treated as the income of the Unitholders. Interest on the Georgia Bonds which
is exempt from Georgia income tax when received by the Georgia IM-IT Trust,
and which would be exempt from Georgia income tax if received directly by a
Unitholder, will retain its status as tax-exempt interest when distributed by
the Georgia IM-IT Trust and received by the Unitholders. 

If the Trustee disposes of a Georgia Bond (whether by sale, exchange, payment
on maturity, retirement or otherwise) or if a Unitholder redeems or sells his
Unit, the Unitholder will recognize gain or loss for Georgia income tax
purposes to the same extent that gain or loss would be recognized for federal
income tax purposes (except in the case of Georgia Bonds issued before March
11, 1987 issued with original issue discount owned by the Georgia IM-IT Trust
in which case gain or loss for Georgia income tax purposes would be determined
by accruing said original issue discount on a ratable basis). Due to the
amortization of bond premium and other basis adjustments required by the
Internal Revenue Code, a Unitholder, under some circumstances, may realize
taxable gain when his or her Units are sold or redeemed for an amount equal to
their original cost. 

Because obligations or evidences of debt of Georgia, its political
subdivisions and public institutions and bonds issued by the Government of
Puerto Rico are exempt from the Georgia intangible personal property tax, the
Georgia IM-IT Trust will not be subject to such tax as the result of holding
such obligations, evidences of debt or bonds. Although there currently is no
published administrative interpretation or opinion of the Attorney General of
Georgia dealing with the status of bonds issued by a political subdivision of
Puerto Rico, we have in the past been advised orally by representatives of the
Georgia Department of Revenue that such bonds would also be considered exempt
from such tax. Based on that advice, and in the absence of a published
administrative interpretation to the contrary, we are of the opinion that the
Georgia IM-IT Trust would not be subject to such tax as the result of holding
bonds issued by a political subdivision of Puerto Rico. 

Amounts paid under an insurance policy or policies issued to the Georgia IM-IT
Trust, if any, with respect to the Georgia Bonds in the Georgia IM-IT Trust
which represent maturing interest on defaulted obligations held by the Trustee
will be exempt from State income taxes if, and to the extent as, such interest
would have been so exempt if paid by the issuer of the defaulted obligations. 

We express no opinion regarding whether a Unitholder's ownership of an
interest in the Georgia IM-IT Trust is subject to the Georgia intangible
personal property tax. Although the application of the Georgia intangible
property tax to the ownership of the Units by the Unitholders is not clear,
representatives of the Georgia Department of Revenue have in the past advised
us orally that, for purposes of the intangible property tax, the Department
considers a Unitholder's ownership of an interest in the Georgia IM-IT Trust
as a whole to be taxable intangible property separate from any ownership
interest in the underlying tax-exempt Georgia Bonds. 

Neither the Georgia Bonds nor the Units will be subject to Georgia sales or
use tax.


<TABLE>
<CAPTION>
Per Unit Information:                         
                                              
<S>                                                                      <C>        
Calculation of Estimated Net Annual Unit Income:            
 Estimated Annual Interest Income per Unit ............................. $    58.67 
 Less: Estimated Annual Expense per Unit <F1> .......................... $     2.04 
 Less: Annual Premium on Portfolio Insurance per Unit .................. $      .24 
 Estimated Net Annual Interest Income per Unit ......................... $    56.39 
Calculation of Estimated Interest Earnings Per Unit:             
 Estimated Net Annual Interest Income per Unit ......................... $    56.39 
 Divided by 12.......................................................... $     4.70 
Estimated Daily Rate of Net Interest Accrual per Unit................... $   .15664 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>....       5.64%
Estimated Long-Term Return <F3><F4><F5>.................................       5.71%
Initial Distribution (November 1994).................................... $     6.11 
Estimated Normal Distribution per Unit <F4> ............................ $     4.70 
Purchased Interest <F5>................................................. $     9.78 
 Trustee's Annual Fee............ $.98 per $1,000 principal amount of Bonds  
 Record and Computation Dates.... FIRST day of each month                                              
 Distribution Dates ............. FIFTEENTH day of each month commencing  
                                  November 15, 1994.

<FN>
<F1>Excluding insurance costs.

<F2>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge. See "Unitholder
Explanations--Public Offering--General".

<F3>The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated
net annual interest income per Unit will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of Securities while the Public Offering
Price will vary with changes in the offering price of the underlying
Securities and with changes in the Purchased Interest; therefore, there is no
assurance that the present Estimated Current Return indicated above will be
realized in the future. The Estimated Long-Term Return is calculated using a
formula which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and (2) takes into account
the expenses and sales charge associated with each Trust Unit. Since the
market values and estimated retirements of the Securities and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of the Estimated Long-Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculation includes only net annual interest income and Public
Offering Price.

<F4>These figures are based on estimated per Unit cash flows. Estimated cash flows
will vary with changes in fees and expenses, with changes in current interest
rates and with the principal prepayment, redemption, maturity, call, exchange
or sale of the underlying Securities. The estimated cash flows for this Series
are set forth under "Estimated Cash Flows to Unitholders".

<F5>See "Unitholder Explanations--Purchased and Accrued Interest". 
</TABLE>





<TABLE>
GEORGIA INSURED MUNICIPALS INCOME TRUST
SERIES 72 (IM-IT AND QUALITY MULTI-SERIES 232)
PORTFOLIO As of September 15, 1994

<CAPTION>
                                                                                                                     Offering      
                                                                                                                   Price To      
Aggregate      Name of Issuer, Title, Interest Rate andMaturity Date of either                   Redemption        Georgia       
Principal<F1>  Bonds Deposited orBonds Contracted for<F1><F5>                        Rating<F2>  Feature<F3>       IM-IT Trust<F4>
<S>            <C>                                                                <C>            <C>               <C>           
$     500,000  Private Colleges and Universities Authority, Georgia, Revenue                                                       
               Refunding Bonds (Spelman College Project) Series 1994  (FGIC                      2004 @ 102                        
               Insured) #6.20%  Due 6/1/2014.....................................           AAA  2010 @ 100 S.F.   $     502,500 
      250,000  The City of Atlanta, Georgia, Certificates of Participation                                                         
               (Atlanta  Pretrial Detention Center Project) Series 1992 (MBIA                    2002 @ 102                        
               Insured)  #6.25%  Due 12/1/2017...................................           AAA  2012 @ 100 S.F.         251,250 
      250,000  Cobb-Marietta Colosseum and Exhibit Hall Authority (Georgia)                                                        
               Revenue Refunding Bonds, Series 1993 (MBIA Insured)  #5.50%  Due                                                    
               10/1/2018.........................................................           AAA  2013 @ 100 S.F.         229,525 
      100,000  DeKalb County, Georgia, General Obligation Health Facilities                      2003 @ 102                        
               Bonds  #5.50%  Due 1/1/2020.......................................           AA+  2017 @ 100 S.F.          90,438 
      500,000  The Fulton-DeKalb Hospital Authority (Georgia) Revenue  Refunding                 2003 @ 102                        
               Certificates, Series 1993 (MBIA Insured)  #5.50%  Due 1/1/2020....           AAA  2013 @ 100 S.F.         446,435 
      500,000  Cherokee County, Georgia, Water and Sewer Authority, Revenue                                                        
               Refunding and Improvement Bonds, Series 1993 (MBIA  Insured)                                                        
               #5.50%  Due 8/1/2023..............................................           AAA  2019 @ 100 S.F.         452,610 
      500,000  Municipal Electric Authority of Georgia, Project One Subordinate                                                    
               Bonds, Series 1994A (AMBAC Indemnity Insured)  #6.50%  Due                        2004 @ 102                        
               1/1/2026..........................................................           AAA  2023 @ 100 S.F.         509,290 
      500,000  Housing Authority of the City of Macon, Georgia, Multi-family                                                       
               Mortgage Revenue Refunding Bonds (FHA Insured Mortgage  Loan -                    2004 @ 102                        
               The Vistas) Series 1994A  6.45%  Due 4/1/2026.....................          AAA*  2010 @ 100 S.F.         497,500 
$3,100,000                                                                                                         $   2,979,548 
</TABLE>


All of the Bonds in the portfolio are insured either by one of the Preinsued
Bond Insurers (as indicated in the Bond name) or under the portfolio insurance
policy obtained by the Trust from AMBAC Indemnity. See "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts". 

For an explanation of the footnotes used on this page, see "Notes to
Portfolios". 

NEW JERSEY IM-IT TRUST  

General. The New Jersey IM-IT Trust consists of 8 issues of Securities. One of
the Bonds in the New Jersey IM-IT Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power thereof. The
remaining issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. These
issues are divided by purpose of issues (and percentage of principal amount to
total New Jersey IM-IT Trust) as follows: Health Care, 2 (23%); Certificates
of Participation, 1 (16%); General Obligations, 1 (16%); Industrial Revenue, 1
(16%); Multi-Family Mortgage Revenue, 1 (16%); Transportation, 1 (8%) and
General Purpose, 1 (5%). No Bond issue has received a provisional rating. 

Risk Factors. As described above, the New Jersey IM-IT Trust consists of a
portfolio of Bonds. The Trust is therefore susceptible to political, economic
or regulatory factors affecting issuers of the Bonds. The following
information provides only a brief summary of some of the complex factors
affecting the financial situation in New Jersey (the "State") and is derived
from sources that are generally available to investors and is believed to be
accurate. It is based in part on information obtained from various State and
local agencies in New Jersey. No independent verification has been made of any
of the following information. 

New Jersey is the ninth largest state in population and the fifth smallest in
land area. With an average of 1,062 people per square mile, it is the most
densely populated of all the states. The state's economic base is diversified,
consisting of a variety of manufacturing, construction and service industries,
supplemented by rural areas with selective commercial agriculture.
Historically, New Jersey's average per capita income has been well above the
national average, and in 1993 the State ranked second among states in per
capita personal income ($26,967). 

The New Jersey Economic Policy Council, a statutory arm of the New Jersey
Department of Commerce and Economic Development, has reported in New Jersey
Economic Indicators, a monthly publication of the New Jersey Department of
Labor, Division of Labor Market and Demographic Research, that in 1988 and
1989 employment in New Jersey's manufacturing sector failed to benefit from
the export boom experienced by many Midwest states and the State's service
sectors, which had fueled the State's prosperity since 1982, lost momentum. In
the meantime, the prolonged fast growth in the State in the mid 1980s resulted
in a tight labor market situation, which has led to relatively high wages and
housing prices. This means that, while the incomes of New Jersey residents are
relatively high, the State's business sector has become more vulnerable to
competitive pressures. 

The onset of the national recession (which officially began in July 1990
according to the National Bureau of Economic Research) caused an acceleration
of New Jersey's job losses in construction and manufacturing. In addition, the
national recession caused an employment downturn in such previously growing
sectors as wholesale trade, retail trade, finance, utilities and trucking and
warehousing. Reflecting the downturn, the rate of unemployment in the State
rose from a low of 3.6% during the first quarter of 1989 to an estimated 6.0%
in August 1994, which is lower than the national average of 6.1% in August
1994. Economic recovery is likely to be slow and uneven in New Jersey, with
unemployment receding at a correspondingly slow pace, due to the fact that
some sectors may lag due to continued excess capacity. In addition, employers
even in rebounding sectors can be expected to remain cautious about hiring
until they become convinced that improved business will be sustained. Also,
certain firms will continue to merge or downsize to increase profitability. 

Debt Service. The primary method for State financing of capital projects is
through the sale of the general obligation bonds of the State. These bonds are
backed by the full faith and credit of the State tax revenues and certain
other fees are pledged to meet the principal and interest payments and if
provided, redemption premium payments, if any, required to repay the bonds. As
of June 30, 1993, there was a total authorized bond indebtedness of
approximately $8.98 billion, of which $3.6 billion was issued and outstanding,
$4.0 billion was retired (including bonds for which provision for payment has
been made through the sale and issuance of refunding bonds) and $1.38 billion
was unissued. The appropriation for the debt service obligation on such
outstanding indebtedness is $103.5 million for fiscal year 1994. 

New Jersey's Budget and Appropriation System. The State operates on a fiscal
year beginning July 1 and ending June 30. At the end of fiscal year 1989,
there was a surplus in the State's general fund (the fund into which all State
revenues not otherwise restricted by statute are deposited and from which
appropriations are made) of $411.2 million. At the end of fiscal year 1990,
there was a surplus in the general fund of $1 million. At the end of fiscal
year 1991, there was a surplus in the general fund of $1.4 million. New Jersey
closed its fiscal year 1992 with a surplus of $760.8 million. It is estimated
that New Jersey closed its fiscal year 1993 with a surplus of $937.4 million. 

In order to provide additional revenues to balance future budgets, to
redistribute school aid and to contain real property taxes, on June 27, 1990,
and July 12, 1990, Governor Florio signed into law legislation which was
estimated to raise approximately $2.8 billion in additional taxes (consisting
of $1.5 billion in sales and use taxes and $1.3 billion in income taxes), the
biggest tax hike in New Jersey history. There can be no assurance that
receipts and collections of such taxes will meet such estimates. 

The first part of the tax hike took effect on July 1, 1990, with the increase
in the State's sales and use tax rate from 6% to 7% and the elimination of
exemptions for certain products and services not previously subject to the
tax, such as telephone calls, paper products (which has since been
reinstated), soaps and detergents, janitorial services, alcoholic beverages
and cigarettes. At the time of enactment, it was projected that these taxes
would raise approximately $1.5 billion in additional revenue. Projections and
estimates of receipts from sales and use taxes, however, have been subject to
variance in recent fiscal years. 

The second part of the tax hike took effect on January 1, 1991, in the form of
an increased state income tax on individuals. At the time of enactment, it was
projected that this increase would raise approximately $1.3 billion in
additional income taxes to fund a new school aid formula, a new homestead
rebate program and state assumption of welfare and social services costs.
Projections and estimates of receipts from income taxes, however, have also
been subject to variance in recent fiscal years. Under the legislation, income
tax rates increased from their previous range of 2% to 3.5% to a new range of
2% to 7%, with the higher rates applying to married couples with incomes
exceeding $70,000 who file joint returns, and to individuals filing single
returns with incomes of more than $35,000. 

The Florio administration had contended that the income tax package will help
reduce local property tax increases by providing more state aid to
municipalities. Under the income tax legislation the State will assume
approximately $289 million in social services costs that previously were paid
by counties and municipalities and funded by property taxes. In addition,
under the new formula for funding school aid, an extra $1.1 billion is
proposed to be sent by the State to school districts beginning in 1991, thus
reducing the need for property tax increases to support education programs. 

Effective July 1, 1992, the State's sales and use tax rate decreased from 7%
to 6%. Effective January 1, 1994, an across the board 5% reduction in the
income tax rates was enacted and effective January 1, 1995 further reductions
ranging from 1% up to 10% in income tax rates will take effect. 

On June 30, 1993, Governor Whitman signed the New Jersey Legislature's $15.7
billion budget for Fiscal Year 1995. The balanced budget, which includes $455
million in surplus, is $141 million less than the 1994 budget. Whether the
State can achieve a balanced budget depends on its ability to enact and
implement expenditure reductions and to collect the estimated tax revenues. 

Litigation. The State is a party in numerous legal proceedings pertaining to
matters incidental to the performance of routine governmental operations. Such
litigation includes, but is not limited to, claims asserted against the State
arising from alleged torts, alleged breaches of contracts, condemnation
proceedings and other alleged violations of State and Federal laws. Included
in the State's outstanding litigation are cases challenging the following: the
formula relating to State aid to public schools, the method by which the State
shares with its counties maintenance recoveries and costs for residents in
State institutions, unreasonably low Medicaid payment rates for long-term
facilities in New Jersey, the obligation of counties to maintain Medicaid or
Medicare eligible residents of institutions and facilities for the
developmentally disabled, taxes paid into the Spill Compensation Fund (a fund
established to provide money for use by the State to remediate hazardous waste
sites and to compensate other persons for damages incurred as a result of
hazardous waste discharge) based on Federal preemption, various provisions,
and the constitutionality of the Fair Automobile Insurance Reform Act of 1990,
the State's role in a consent order concerning the construction of a resource
facility in Passaic County, actions taken by the New Jersey Bureau of
Securities against an individual, the State's actions regarding alleged
chromium contamination of State-owned property in Hudson County, the issuance
of emergency redirection orders and a draft permit by the Department of
Environmental Protection and Energy, the adequacy of Medicaid reimbursement
for services rendered by doctors and dentists to Medicaid eligible children,
the Commissioner of Health's calculation of the hospital assessment required
by the Health Care Cost Reduction Act of 1991, refusal of the State to share
with Camden County federal funding the State recently received for
disproportionate share hospital payments made to county psychiatric
facilities, and the constitutionality of annual A-901 hazardous and solid
waste licensure renewal fees collected by the Department of Environmental
Protection and Energy. Adverse judgments in these and other matters could have
the potential for either a significant loss of revenue or a significant
unanticipated expenditure by the State. 

At any given time, there are various numbers of claims and cases pending
against the State, State agencies and employees seeking recovery of monetary
damages that are primarily paid out of the fund created pursuant to the New
Jersey Tort Claims Act. In addition, at any given time, there are various
numbers of contract claims against the State and State agencies seeking
recovery of monetary damages. The State is unable to estimate its exposure for
these claims. 

Debt Ratings. For many years, both Moody's Investors Service, Inc. and
Standard and Poor's Corporation rated New Jersey general obligation bonds Aaa
and "AAA", respectively. On July 3, 1991, however, Standard and Poor's
Corporation downgraded New Jersey general obligation bonds to "AA+."On June 4,
1992, Standard and Poor's Corporation placed New Jersey general obligation
bonds on CreditWatch with negative implications, citing as its principal
reason for its caution the unexpected denial by the federal government of New
Jersey's request for $450 million in retroactive Medicaid payments for
psychiatric hospitals. These funds were critical to closing a $1 billion gap
in the State's $15 billion budget for fiscal year 1992 which ended on June 30,
1992. Under New Jersey state law, the gap in the budget must be closed before
the new budget year begins on July 1, 1992. Standard and Poor's suggested the
State could close fiscal 1992's budget gap and help fill fiscal 1993's hole by
a reversion of $700 million of pension contributions to its general fund under
a proposal to change the way the State calculates its pension liability. 

On July 6, 1992, Standard and Poor's Corporation reaffirmed its "AA+"rating
for New Jersey general obligation bonds and removed the debt from its
CreditWatch list, although it stated that New Jersey's long-term financial
outlook was negative. Standard and Poor's Corporation was concerned that the
State was entering fiscal 1993 with only a $26 million surplus and remained
concerned about whether the State economy would recover quickly enough to meet
lawmakers' revenue projections. It also remained concerned about the recent
federal ruling leaving in doubt how much the State was due in retroactive
Medicaid reimbursements and a ruling by a federal judge, now on appeal, of the
State's method for paying for uninsured hospital patients. However, on July
27, 1994, Standard and Poor's announced that it was changing the State's
outlook from negative to stable due to a brightening of the State's prospects
as a result of Governor Whitman's effort to trim spending and cut taxes,
coupled with an improving economy. Standard and Poor's reaffirmed its
"AA+"rating at the same time.

On August 24, 1992, Moody's Investors Service Inc. downgraded New Jersey
general obligation bonds to "Aa1,"stating that the reduction reflected a
developing pattern of reliance on nonrecurring measures to achieve budgetary
balance, four years of financial operations marked by revenue shortfalls and
operating deficits, and the likelihood that serious financial pressures will
persist. On August 5, 1994, Moody's reaffirmed its "Aa1"rating, citing on the
positive side New Jersey's broad-based economy, high income levels, history of
maintaining a positive financial position and moderate (albeit rising) debt
ratios, and on the negative side, a continued reliance on one-time revenue and
a dependence on pension-related savings to achieve budgetary balance.

Tax Status. For a discussion of the Federal tax status of income earned on New
Jersey IM-IT Trust Units, see "Other Matters--Federal Tax Status". 

In the opinion of Pitney, Hardin, Kipp & Szuch, special counsel to the Fund
for New Jersey tax matters, under existing law: 

The New Jersey IM-IT Trust will be recognized as a trust and not an
association taxable as a corporation. The New Jersey IM-IT Trust will not be
subject to the New Jersey Corporation Business Tax or the New Jersey
Corporation Income Tax. 

With respect to the non-corporate Unitholders who are residents of New Jersey,
the income of the New Jersey IM-IT Trust which is allocable to each such
Unitholder will be treated as the income of such Unitholder under the New
Jersey Gross Income Tax. Interest on the underlying Bonds which would be
exempt from New Jersey Gross Income Tax if directly received by such
Unitholder will retain its status as tax-exempt interest when received by the
New Jersey IM-IT Trust and distributed to such Unitholder. Any proceeds paid
under the insurance policy issued to the Trustee of the New Jersey IM-IT Trust
with respect to the Bonds or under individual policies obtained by issuers of
Bonds which represent maturing interest on defaulted obligations held by the
Trustee will be exempt from New Jersey Gross Income Tax if, and to the same
extent as, such interest would have been so exempt if paid by the issuer of
the defaulted obligations. 

A non-corporate Unitholder will not be subject to the New Jersey Gross Income
Tax on any gain realized either when the New Jersey IM-IT Trust disposes of a
Bond (whether by sale, exchange, redemption, or payment at maturity), when the
Unitholder redeems or sells his Units or upon payment of any proceeds under
the insurance policy issued to the Trustee of the New Jersey IM-IT Trust with
respect to the Bonds or under individual policies obtained by issuers of Bonds
which represent maturing principal on defaulted obligations held by the
Trustee. Any loss realized on such disposition may not be utilized to offset
gains realized by such Unitholder on the disposition of assets the gain on
which is subject to the New Jersey Gross Income Tax. 

Units of the New Jersey IM-IT Trust may be taxable on the death of a
Unitholder under the New Jersey Transfer Inheritance Tax Law or the New Jersey
Estate Tax Law. 

If a Unitholder is a corporation subject to the New Jersey Corporation
Business Tax or New Jersey Corporation Income Tax, interest from the Bonds in
the New Jersey IM-IT Trust which is allocable to such corporation will be
includable in its entire net income for purposes of the New Jersey Corporation
Business Tax or New Jersey Corporation Income Tax, less any interest expense
incurred to carry such investment to the extent such interest expense has not
been deducted in computing Federal taxable income. Net gains derived by such
corporation on the disposition of the Bonds by the New Jersey IM-IT Trust or
on the disposition of its Units will be included in its entire net income for
purposes of the New Jersey Corporation Business Tax or New Jersey Corporation
Income Tax. Any proceeds paid under the insurance policy issued to the Trustee
of the New Jersey IM-IT Trust with respect to the Bonds or under individual
policies obtained by issuers of Bonds which represent maturing interest or
maturing principal on defaulted obligations held by the Trustee will be
included in its entire net income for purposes of the New Jersey Corporation
Business Tax or New Jersey Corporation Income Tax if, and to the same extent
as, such interest or proceeds would have been so included if paid by the
issuer of the defaulted obligations.


<TABLE>
<CAPTION>
Per Unit Information:                                                                                        
<S>                                                                            <C>        
Calculation of Estimated Net Annual Unit Income <F1>:                                     
 Estimated Annual Interest Income per Unit.................................... $    58.33 
 Less: Estimated Annual Expense per Unit <F2>................................. $     1.99 
 Less: Annual Premium on Portfolio Insurance per Unit.........................         -- 
 Estimated Net Annual Interest Income per Unit................................ $    56.34 
Calculation of Estimated Interest Earnings Per Unit:                                      
 Estimated Net Annual Interest Income per Unit................................ $    56.34 
 Divided by 12................................................................ $     4.70 
Estimated Daily Rate of Net Interest Accrual per Unit......................... $   .15649 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>......       5.63%
Estimated Long-Term Return <F3><F4><F5>.......................................       5.71%
Initial Distribution (November 1994).......................................... $     6.10 
Estimated Normal Distribution per Unit <F5>................................... $     4.70 
Purchased Interest <F6>....................................................... $     9.73 
 Trustee's Annual Fee <F1>.......... $.98 per $1,000 principal amount of Bonds             
 Record and Computation Dates....... FIRST day of each month  
 Distribution Dates ................ FIFTEENTH day of each month commencing  
                                     November 15, 1994 


<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.06
per Unit (which amount is the estimated interest to be earned per Unit prior
to the expected delivery dates for the "when, as and if issued"Bonds included
in this Trust). Should such estimated interest exceed such amount, the Trustee
will reduce its fee up to its annual fee. After the first year, the Trustee's
fee will be that amount indicated above. Estimated annual interest income per
Unit will be increased to $58.39. Estimated Annual Expense per Unit (excluding
insurance) will be increased to $2.05; and estimated net annual interest
income per Unit will remain the same as shown. See "Estimated Current Returns
and Estimated Long-Term Returns."Based on the outstanding principal amount of
Securities as of the Date of Deposit, the Trustee's annual fee would be
$3,067. 

<F2>Excluding insurance costs.

<F3>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge. See "Unitholder
Explanations--Public Offering--General".

<F4>The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated
net annual interest income per Unit will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of Securities while the Public Offering
Price will vary with changes in the offering price of the underlying
Securities and with changes in the Purchased Interest; therefore, there is no
assurance that the present Estimated Current Return indicated above will be
realized in the future. The Estimated Long-Term Return is calculated using a
formula which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and (2) takes into account
the expenses and sales charge associated with each Trust Unit. Since the
market values and estimated retirements of the Securities and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of the Estimated Long-Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculation includes only net annual interest income and Public
Offering Price.

<F5>These figures are based on estimated per Unit cash flows. Estimated cash flows
will vary with changes in fees and expenses, with changes in current interest
rates and with the principal prepayment, redemption, maturity, call, exchange
or sale of the underlying Securities. The estimated cash flows for this Series
are set forth under "Estimated Cash Flows to Unitholders".

<F6>See "Unitholder Explanations--Purchased and Accrued Interest". 
</TABLE>


<TABLE>
NEW JERSEY INSURED MUNICIPALS INCOME TRUST
SERIES 96 (IM-IT AND QUALITY MULTI-SERIES 232)
PORTFOLIO As of September 15, 1994
<CAPTION>
                                                                                                                     Offering      
                                                                                                                   Price To      
Aggregate      Name of Issuer, Title, Interest Rate andMaturity Date of either                   Redemption        New Jersey    
Principal<F1>  Bonds Deposited orBonds Contracted for<F1><F5>                        Rating<F2>  Feature<F3>       IM-IT Trust<F4>
<S>            <C>                                                                <C>            <C>               <C>         
$     230,000  New Jersey Health Care Facilities Financing Authority, Revenue                                                   
               Bonds, Monmouth Medical Center Issue, Series C (Capital  Guaranty                 2004 @ 102                        
               Insured)  #6.25%  Due 07/01/2016.................................. AAA            2010 @ 100 S.F.   $  230,308   
      500,000  The County of Middlesex, New Jersey, Certificates of                                                                
               Participation,  Series 1994 (MBIA Insured)  #6.125%  Due                          2004 @ 101                        
               02/15/2019 ....................................................... AAA            2015 @ 100 S.F.      492,850
      500,000  The Essex County Improvement Authority (Essex County, New                                                           
               Jersey) County General Obligation Lease Revenue Refunding  Bonds,                 2003 @ 102                        
               Series 1993 (AMBAC Indemnity Insured)  #5.50%  Due 12/01/2020 .... AAA            2014 @ 100 S.F.      452,640
      250,000  The Port Authority of New York and New Jersey, Consolidated                       2003 @ 101                        
               Bonds, Eighty-Ninth Series (FGIC Insured)  #5.125%  Due 10/1/2021  AAA            2016 @ 100 S.F.      213,335 
      500,000  Housing and Urban Development Authority of the City of New                                                          
               Brunswick, New Jersey, Lease Revenue Bonds, Series 1992  (MBIA                    2002 @ 102                        
               Insured)  #5.75%  Due 7/1/2024 ................................... AAA            2013 @ 100 S.F.      466,940 
      500,000  New Jersey Health Care Facilities Financing Authority, Revenue                                                      
               Bonds (Jersey Shore Medical Center Obligated Group Issue)  Series                 2004 @ 100                        
               1994 (AMBAC Indemnity Insured)  #5.875%  Due 7/1/2024 ............ AAA            2022 @ 100 S.F.      471,150
      150,000  The Hudson County Improvement Authority (New Jersey) Facility                                                       
               Lease Revenue Bonds (Hudson County Lease Project) Series  1992                    2002 @ 102                     
               (FGIC Insured)**  #6.00%  Due 12/1/2025 .......................... AAA            2013 @ 100 S.F.      145,019 
      500,000  Industrial Pollution Control Financing Authority of Salem County                                                    
               (New Jersey) Pollution Control Revenue Refunding Bonds  (Public                                                     
               Service Electric and Gas Company Project) Series  1993B (MBIA                                                       
               Insured)  6.25%  Due 6/1/2031 .................................... AAA            2004 @ 102           490,500  
$3,130,000                                                                                                         $2,962,742
</TABLE>

All of the Bonds in the portfolio are insured by one of the Preinsured Bond
Insurers as indicated in the Bond name. See "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts". 

For an explanation of the footnotes used on this page, see "Notes to
Portfolios". 



 NEW MEXICO IM-IT TRUST 

General. The New Mexico IM-IT Trust consists of 7 issues of Securities. None
of the Bonds in the New Mexico IM-IT Trust are general obligations of the
governmental entities issuing them or are backed by the taxing power thereof.
All of the issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. These
issues are divided by purpose of issues (and percentage of principal amount to
total New Mexico IM-IT Trust) as follows: Waste Disposal, 2 (31%); General
Purpose, 1 (16%); Multi-Family Mortgage Revenue, 1 (15%); Single Family
Mortgage Revenue, 1 (15%); Water and Sewer, 1 (15%) and Retail Electric/Gas, 1
(8%). No Bond issue has received a provisional rating. 

Risk Factors. New Mexico is the nation's fifth largest State in terms of area.
As of 1989 the federal government owns 34.1% of New Mexico's land, State
government, 11.8%, Indian tribes, 8.3%, leaving 45.8% in private ownership.
New Mexico has 33 counties and 99 incorporated places. 

Major industries in New Mexico are energy resources (crude petroleum, natural
gas, uranium, and coal), tourism, services, arts and crafts,
agriculture-agribusiness, government (including military), manufacturing, and
mining. Major scientific research facilities at Los Alamos, Albuquerque and
White Sands are also a notable part of the State's economy. New Mexico has a
thriving tourist industry. 

According to a June 1991 report of the Bureau of Business and Economic
Research of the University of New Mexico ("BBER"), New Mexico's recent
economic growth has been "subdued"and it appears that it will slow even
further before a turnaround occurs. Economic growth in New Mexico was strong
in 1989 and the first half of 1990, but declined substantially in the third
and fourth quarters of 1990. Among the localized events impacting New Mexico's
economy during 1990 were the curtailment of government funding for fusion
research at Los Alamos National Laboratory and for the Star Wars free-electron
laser at White Sands Missile Range and Los Alamos (loss of 600 jobs in the
aggregate); the move from Kirtland Air Force Base of a contract management
unit (200 jobs); the generally tight credit conditions, particularly for land
development and construction spending, which followed in the wake of
Resolution Trust Corporation takeovers of most of New Mexico's major savings
and loan associations; and oil prices which kept oil production in the State
on the decline. 

Agriculture is a major part of the state's economy. As a high relatively dry
region with extensive grasslands, New Mexico is ideal for raising cattle,
sheep, and other livestock. Because of irrigation and a variety of climatic
conditions, the state's farmers are able to produce a diverse assortment of
products. New Mexico's farmers are major producers of alfalfa hay, wheat,
chili peppers, cotton, fruits, and pecans. Agricultural businesses include
chili canneries, wineries, alfalfa pellets, chemicals and fertilizer plants,
farm machinery, feed lots, and commercial slaughter plants. 

New Mexico nonagricultural employment growth was only 2.3% in 1990. During the
first quarter of 1991, it was 1.3% compared to the first quarter of 1990 (net
increase of 7,100 jobs), following a 1.2% increase in the fourth quarter of
1990. These increases are about half the long-term trend growth rate of 2.6%
of the 1947-1990 period. Income growth remained relatively strong, increasing
7.1% in the fourth quarter of 1990 (compared to a national increase of 5.9%). 

The services sector continued to be the strongest in the State, accounting for
almost half of new jobs in the first quarter of 1991, a 2.7% growth. Business
services, health services and membership organizations provided the bulk of
services growth. The trade and government sectors had much weaker growth in
the first quarter of 1991, with 1.2% and 1.0% growth rates, respectively. 

The mining sector added more than 350 jobs during 1990, most in oil and gas.
Oil well completions increased, even though oil production has been on a slow
decline. Gas well completions and gas production have also been growing, as
producers continue to take advantage of the coal seam gas tax credit, which
will continue to be available under current law through 1992. 

Construction employment declined for 21 consecutive quarters through the first
quarter of 1991, but was down only 0.4% in the first quarter of 1991, after
having averaged a 4.5% decline for each of the previous twenty quarters.
Housing construction remains depressed, with new housing unit authorizations
during 1990, both single family and multifamily, at their lowest levels in
more than fifteen years. 

The manufacturing sector showed a small increase (1.3%) during 1990, while
finance/insurance/real estate and transportation/communications/ utilities
demonstrated small declines (1.0% and 0.9%, respectively). 

The foregoing information constitutes only a brief summary of information
about New Mexico. It does not describe the financial difficulties which may
impact certain issuers of Bonds and does not purport to be a complete or
exhaustive description of adverse conditions to which the issuers in the New
Mexico IM-IT Trust are subject. Additionally, many factors including national
economic, social and environmental policies and conditions, which are not
within the control of the issuers of Bonds, could have an adverse impact on
the financial condition of the State and various agencies and political
subdivisions located in the State. The Sponsor is unable to predict whether or
to what extent such factors or other factors may affect the issuers of Bonds,
the market value or marketability of the Bonds or the ability of the
respective issuers of the Bonds acquired by the New Mexico IM-IT Trust to pay
interest on or principal of the bonds. 

Tax Status. For a discussion of the Federal tax status of income earned on New
Mexico IM-IT Trust Units, see "Other Matters--Federal Tax Status". 

The assets of the New Mexico IM-IT Trust will consist of interest-bearing
obligations issued by or on behalf of the State of New Mexico ("New Mexico")
or counties, municipalities, authorities or political subdivisions thereof
(the "New Mexico Bonds"), and by or on behalf of the government of Puerto
Rico, the government of the Guam, or the government of the Virgin Islands
(collectively the "Possession Bonds") (collectively the New Mexico Bonds and
the Possession Bonds shall be referred to herein as the "Bonds") the interest
on which is expected to qualify as exempt from New Mexico income taxes. 

Neither the Sponsor nor its counsel have independently examined the Bonds to
be deposited in and held in the New Mexico IM-IT Trust. However, although no
opinion is expressed herein regarding such matters, it is assumed that: (i)
the Bonds were validly issued, (ii) the interest thereon is excludable from
gross income for federal income tax purposes and (iii) interest on the Bonds,
if received directly by a Unitholder, would be exempt from the New Mexico
income taxes applicable to individuals and corporations (collectively, the
"New Mexico State Income Tax"). At the respective times of issuance of the
Bonds, opinions relating to the validity thereof and to the exemption of
interest thereon from federal income tax were rendered by bond counsel to the
respective issuing authorities. In addition, with respect to the Bonds, bond
counsel to the issuing authorities rendered opinions as to the exemption of
interest from the New Mexico State Income Tax. Neither the Sponsor nor its
counsel has made any review for the New Mexico IM-IT Trust of the proceedings
relating to the issuance of the Bonds or of the bases for the opinions
rendered in connection therewith. The opinion set forth below does not address
the taxation of persons other than full time residents of New Mexico. 

In the opinion of Chapman and Cutler, Special Counsel to the Fund for New
Mexico tax matters, under existing law as of the date of this Prospectus and
based upon the assumptions set forth above: 

(1) The New Mexico IM-IT Trust will not be subject to tax under the New Mexico
State Income Tax. 

(2) Income on the Bonds which is exempt from the New Mexico State Income Tax
when received by the New Mexico IM-IT Trust, and which would be exempt from
the New Mexico State Income Tax if received directly by a Unitholder, will
retain its status as exempt from such tax when received by the New Mexico
IM-IT Trust and distributed to such Unitholder provided that the New Mexico
Trust complies with the reporting requirements contained in the New Mexico
State Income Tax regulations. 

(3) To the extent that interest income derived from the New Mexico IM-IT Trust
by a Unitholder with respect to Possession Bonds is excludable from gross
income for federal income tax purposes pursuant to 48 U.S.C. Section 745, 48
U.S.C. Section 1423a or 48 U.S.C. Section 1403, such interest income will not
be subject to New Mexico State Income Tax. 

(4) Each Unitholder will recognize gain or loss for New Mexico Income Tax
purposes if the Trustee disposes of a bond (whether by redemption, sale or
otherwise) or if the Unitholder redeems or sells Units of the New Mexico IM-IT
Trust to the extent that such a transaction results in a recognized gain or
loss to such Unitholder for federal income tax purposes. (5) The New Mexico
State Income Tax does not permit a deduction of interest paid on indebtedness
or other expenses incurred (or continued) in connection with the purchase or
carrying of Units in the New Mexico IM-IT Trust to the extent that interest
income related to the ownership of Units is exempt from the New Mexico State
Income Tax. 

Investors should consult their tax advisors regarding collateral tax
consequences under New Mexico law relating to the ownership of the Units,
including, but not limited to, the inclusion of income attributable to
ownership of the Units in "modified gross income"for purposes of determining
eligibility for and the amount of the low income comprehensive tax rebate, the
child day care credit, and the elderly taxpayers' property tax rebate and the
applicability of other New Mexico taxes, such as the New Mexico estate tax.

 



<TABLE>
<CAPTION>
Per Unit Information:                                                                 
<S>                                                                       <C>        
Calculation of Estimated Net Annual Unit Income:            
 Estimated Annual Interest Income per Unit .............................. $    58.63 
 Less: Estimated Annual Expense per Unit <F1> ........................... $     2.01 
 Less: Annual Premium on Portfolio Insurance per Unit ................... $      .50 
 Estimated Net Annual Interest Income per Unit .......................... $    56.12 
Calculation of Estimated Interest Earnings Per Unit:             
 Estimated Net Annual Interest Income per Unit .......................... $    56.12 
 Divided by 12........................................................... $     4.68 
Estimated Daily Rate of Net Interest Accrual per Unit ................... $   .15587 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>.....       5.61%
Estimated Long-Term Return <F3><F4><F5> .................................       5.68%
Initial Distribution (November 1994)..................................... $     6.08 
Estimated Normal Distribution per Unit <F4> ............................. $     4.68 
Purchased Interest <F5>.................................................. $     9.77 
 Trustee's Annual Fee............ $.98 per $1,000 principal amount of Bonds  
 Record and Computation Dates.... FIRST day of each month                                            
 Distribution Dates ............. FIFTEENTH day of each month commencing  
                                  November 15, 1994.

<FN>
<F1>Excluding insurance costs. 

<F2>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge. See "Unitholder
Explanations--Public Offering--General". 

<F3>The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated
net annual interest income per Unit will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of Securities while the Public Offering
Price will vary with changes in the offering price of the underlying
Securities and with changes in the Purchased Interest; therefore, there is no
assurance that the present Estimated Current Return indicated above will be
realized in the future. The Estimated Long-Term Return is calculated using a
formula which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and (2) takes into account
the expenses and sales charge associated with each Trust Unit. Since the
market values and estimated retirements of the Securities and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of the Estimated Long-Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculation includes only net annual interest income and Public
Offering Price. 

<F4>These figures are based on estimated per Unit cash flows. Estimated cash flows
will vary with changes in fees and expenses, with changes in current interest
rates and with the principal prepayment, redemption, maturity, call, exchange
or sale of the underlying Securities. The estimated cash flows for this Series
are set forth under "Estimated Cash Flows to Unitholders".

<F5>See "Unitholder Explanations--Purchased and Accrued Interest".  
</TABLE>



<TABLE>
NEW MEXICO INSURED MUNICIPALS INCOME TRUST
SERIES 15 (IM-IT AND QUALITY MULTI-SERIES 232)
PORTFOLIO As of September 15, 1994

<CAPTION>
                                                                                                                   Offering      
               Name of Issuer, Title, Interest Rate and                                                            Price To      
Aggregate      Maturity Date of either Bonds Deposited or                                       Redemption         New Mexico    
Principal<F1>  Bonds Contracted for<F1><F5>                                         Rating<F2>  Feature<F3>        IM-IT Trust<F4> 
<S>            <C>                                                               <C>            <C>                <C>           
$     250,000  Los Alamos County, New Mexico, Incorporated Utility System                                                        
                Revenue Refunding Bonds, Series A (FSA Insured)                                 2004 @ 102                       
                #6.00% Due 7/1/2015.............................................           AAA  2011 @ 100 S.F.    $     246,855 
      500,000  New Mexico Mortgage Finance Authority, Rental Housing                                                             
                Refunding Revenue Bonds (FNMA Pass-Through Certificates                                                          
                Loans-to-Lenders Program-Vila Ladera Apartments)                                2003 @ 102                       
                5.45% Due 1/1/2017..............................................           AAA  2010 @ 100 S.F.          451,925 
      500,000  City of Albuquerque, New Mexico, Joint Water and Sewer System                                                    
                Revenue Bonds, Series 1992                                                      2002 @ 100                       
                #5.50% Due 7/1/2017.............................................            AA  2009 @ 100 S.F.          460,100 
      500,000  City of Farmington, New Mexico, Pollution Control Revenue                                                         
                Refunding Bonds, Series 1992A (Public Service Company of                                                         
                New Mexico, San Juan and Four Corners Projects) AMBAC                                                            
                Indemnity Insured                                                                                                
                6.375% Due 12/15/2022...........................................           AAA  2002 @ 102               505,235 
      500,000  City of Farmington, New Mexico, Pollution Control Refunding                                                       
                Revenue Bonds (Southern California Edison Company, Four                                                          
                Corners Project) Series 1993A (MBIA Insured)                                                                     
                5.875% Due 6/1/2023.............................................           AAA  2003 @ 102               474,400 
      500,000  City of Santa Fe, New Mexico, Gross Receipts Tax Revenue                                                          
                Bonds, Series July 1, 1994 (AMBAC Indemnity Insured)                            2004 @ 100                       
                #6.30% Due 6/1/2024.............................................           AAA  2016 @ 100 S.F.          502,500 
      500,000  New Mexico Mortgage Finance Authority, Mortgage Backed                                                            
                Securities Revenue Bonds, Series 1994A (GNMA-FNMA)                                                               
                6.875% Due 1/1/2025.............................................           AAA*                          521,250 
$   3,250,000                                                                                                      $   3,162,265 
</TABLE>


All of the Bonds in the portfolio are insured either by one of the Preinsued
Bond Insurers (as indicated in the Bond name) or under the portfolio insurance
policy obtained by the Trust from AMBAC Indemnity. See "Unitholder
Explanations--Insurance on the Bonds in the Insured Trusts".

For an explanation of the footnotes used on this page, see "Notes to
Portfolios". 

NATIONAL QUALITY TRUST 

General. The National Quality Trust consists of 11 issues of Securities. One
of the Bonds in the National Quality Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power thereof. The
remaining issues are payable  from the income of a specific project or
authority and are not  supported by the issuer's power to levy taxes. These
issues are located in 9 states or territories, divided by purpose of issues
(and approximate percentage of principal amount to total National Quality
Trust) as follows: Certificates of Participation, 3 (29%); Health Care, 2
(20%); Single Family Mortgage Revenue, 2 (20%); Higher Education, 1 (10%);
Multi-Family Mortgage Revenue, 1 (10%); Public Building, 1 (10%) and General
Obligations, 1 (1%). No Bond issue has received a provisional rating. The
dollar weighted average maturity of the Bonds in the Trust is 30 years. 

Tax Status. For a discussion of the Federal tax status of income earned on
National Quality Trust Units, see "Other Matters--Federal Tax Status".



<TABLE>
<CAPTION>
Per Unit Information:                         
                                              
<S>                                                                         <C>        
Calculation of Estimated Net Annual Unit Income <F1>:            
 Estimated Annual Interest Income per Unit  ............................... $    61.34 
 Less: Estimated Annual Expense per Unit .................................. $     1.22 
 Estimated Net Annual Interest Income per Unit ............................ $    60.12 
Calculation of Estimated Interest Earnings Per Unit:             
 Estimated Net Annual Interest Income per Unit  ........................... $    60.12 
 Divided by 12 ............................................................ $     5.01 
Estimated Daily Rate of Net Interest Accrual per Unit ..................... $   .16699 
Estimated Current Return Based on Public Offering Price <F1><F2><F3><F4>...       6.01%
Estimated Long-Term Return <F2><F3><F4>....................................       6.05%
Initial Distribution (November 1994)....................................... $     6.51 
Estimated Normal Distribution per Unit <F4>................................ $     5.01 
Purchased Interest <F5> ................................................... $     7.83 
 Trustee's Annual Fee <F1>....... $.98 per $1,000 principal amount of Bonds  
 Record and Computation Dates.... FIRST day of each month                  
 Distribution Dates.............. FIFTEENTH day of each month commencing  
                                  November 15, 1994.


<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.75
per Unit (which amount is the estimated interest to be earned per Unit prior
to the expected delivery dates for the "when, as and if issued"Bonds included
in this Trust). Should such estimated interest exceed such amount, the Trustee
will reduce its fee up to its annual fee. After the first year, the Trustee's
fee will be that amount indicated above. Estimated annual interest income per
Unit will be increased to $62.09. Estimated Annual Expense per Unit (excluding
insurance) will be increased to $1.97; and estimated net annual interest
income per Unit will remain the same as shown. See "Estimated Current Returns
and Estimated Long-Term Returns."Based on the outstanding principal amount of
Securities as of the Date of Deposit, the Trustee's annual fee would be $4,925.

<F2>The Estimated Current Return and Estimated Long-Term Return are increased for
transactions entitled to a reduced sales charge. See "Unitholder
Explanations--Public Offering--General". 

<F3>The Estimated Current Return is calculated by dividing the estimated net
annual interest income per Unit by the Public Offering Price. The estimated
net annual interest income per Unit will vary with changes in fees and
expenses of the Trustee and the Evaluator and with the principal prepayment,
redemption, maturity, exchange or sale of Securities while the Public Offering
Price will vary with changes in the offering price of the underlying
Securities and with changes in the Purchased Interest; therefore, there is no
assurance that the present Estimated Current Return indicated above will be
realized in the future. The Estimated Long-Term Return is calculated using a
formula which (1) takes into consideration, and determines and factors in the
relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and (2) takes into account
the expenses and sales charge associated with each Trust Unit. Since the
market values and estimated retirements of the Securities and the expenses of
the Trust will change, there is no assurance that the present Estimated
Long-Term Return as indicated above will be realized in the future. The
Estimated Current Return and Estimated Long-Term Return are expected to differ
because the calculation of the Estimated Long-Term Return reflects the
estimated date and amount of principal returned while the Estimated Current
Return calculation includes only net annual interest income and Public
Offering Price. 

<F4>These figures are based on estimated per Unit cash flows. Estimated cash flows
will vary with changes in fees and expenses, with changes in current interest
rates and with the principal prepayment, redemption, maturity, call, exchange
or sale of the underlying Securities. The estimated cash flows for this Series
are set forth under "Estimated Cash Flows to Unitholders". 

<F5>See "Unitholder Explanations--Purchased and Accrued Interest".
</TABLE>



<TABLE>
INVESTORS' QUALITY TAX-EXEMPT TRUST
SERIES 87 (IM-IT AND QUALITY MULTI-SERIES 232)
PORTFOLIO As of September 15, 1994
<CAPTION>                                                                                                                          
                                                                                                                           
                                                                                                               
                                                                                                                          
                       Name of Issuer, Title, Interest Rate                                                   Offering 
                       and Maturity Date of either Bonds                                                      Price To
                       Deposited orBonds Contracted for<F1><F5>           Rating<F2>                          National        
     Aggregate                                                    Standard                Redemption          Quality
     Principal<F1>                                                & Poor's     Moody's    Feature<F3>         Trust<F4>
<S>                    <C>                                        <C>          <C>        <C>                 <C>
$              25,000  City of New Orleans, Louisiana, General                                                   
                       Obligation Refunding Bonds, Series 1991                                                    
                       (AMBAC Indemnity Insured)  #0.00%  Due                                                  
                       9/1/2018.................................. AAA          Aaa                            $    5,430 <F6> 
              500,000  County of Contra Costa, California,                                                 
                       Certificates  of Participation (Various                                               
                       Capital Facilities)  Series 1994  6.50%                            2004 @ 102         
                       Due 8/1/2019.............................. A+           A1         2015 @ 100 S.F.        496,375
              500,000  Utah Housing Finance Agency, Single                                                    
                       Family  Mortgage Bonds, Series 1994E-1                                               
                       (Federally Insured or Guaranteed                                   2004 @ 102          
                       Mortgage Loans)**  6.65%  Due 7/1/2020.... AAA          N/R        2006 @ 100 S.F.        502,500
              500,000  Wisconsin State Health and Educational                                                
                       Facilities Authority, Revenue Bonds                                                      
                       (Mercy  Hospital of Janesville, Inc.)                              2002 @ 102             
                       #6.60%  Due 8/15/2022..................... N/R          A          2012 @ 100 S.F.        496,180 
              500,000  Indiana Health Facility Financing                                                             
                       Authority,  Hospital Revenue Bonds,                                                          
                       Series 1993  (Community Hospital of                                2003 @ 102              
                       Anderson Project)  #6.00%  Due 1/1/2023... A-           N/R        2015 @ 100 S.F.        455,380
              500,000  Medical Center Educational Building                                                
                       Corporation (Mississippi) Revenue Bonds                                             
                       (University of Mississippi Medical Center                                            
                        Project) Series 1993  #5.90%  Due                                 2004 @ 102           
                       12/1/2023................................. A-           N/R        2015 @ 100 S.F.        448,540
              500,000  West Covina, California, Certificates of                                                  
                       Participation (Queen of the Valley                                 2004 @ 102            
                       Hospital)  #6.50%  Due 8/15/2024.......... A            A          2020 @ 100 S.F.        489,610 
              500,000  Alabama Housing Finance Authority, Single                                            
                        Family Mortgage Revenue Bonds                                                        
                       (Collateralized Home Mortgage Revenue                                                  
                       Bond Program) Series 1994B-1**  6.65%                              2004 @ 102          
                       Due 10/1/2025............................. N/R          Aaa        2016 @ 100 S.F.        502,500
              500,000  Illinois Educational Facilities                                                      
                       Authority, Revenue  Refunding Bonds (Art                                                
                       Institute of Chicago)  Series 1993                                 2003 @ 102       
                       #5.80%  Due 3/1/2027  .................... A            A          2019 @ 100 S.F.        453,230
              500,000  Metropolitan Pier and Exposition                                                         
                       Authority  (Illinois) McCormick Place                                                
                       Expansion  Project, Revenue Bonds, Series                          2003 @ 102           
                       1992A  #6.50%  Due 6/15/2027.............. A+           A          2023 @ 100 S.F.        495,760  
              500,000  The Housing and Redevelopment Authority                                              
                       in  and for the City of Bloomington,                                               
                       Minnesota, Multi-family Housing Revenue                                             
                       Refunding Bonds (GNMA Collateralized                                                  
                       Mortgage Loan/Cedar Pointe Apartments                              2004 @ 102           
                       Project) Series 1994  6.70%  Due 10/1/2029 N/R          Aaa        2013 @ 100 S.F.        502,500 
$    5,025,000                                                                                                $4,848,005  
</TABLE>

For an explanation of the footnotes used on this page, see "Notes to
Portfolios". 
    

   
NOTES TO PORTFOLIOS: As of the Date of Deposit: September 15, 1994

(1) All Securities are represented by "regular way"or "when issued"contracts
for the performance of which an irrevocable letter of credit, obtained from
an affiliate of the Trustee, has been deposited with the Trustee. At the Date
of Deposit, Securities may have been delivered to the Sponsor pursuant to
certain of these contracts; the Sponsor has assigned to the Trustee all of
its right, title and interest in and to such Securities. Contracts to acquire
Securities were entered into during the period from August 25,1994 to
September 15,1994. These Securities have expected settlement dates ranging
from September 15,1994 to October 27,1994 (see "Unitholder Explanations"). 
    
(2) All ratings are by Standard & Poor's Corporation unless otherwise
indicated. "*"indicates that the rating of the Bond is by Moody's
Investors Service, Inc. The ratings represent the latest published
ratings by the respective ratings agency or, if not published,
represent private letter ratings or those ratings
expected to be published by the respective ratings agency. "Y"indicates that
such rating is contingent upon physical receipt by the respective ratings
agency of a policy of insurance obtained by the issuer of the bonds involved
and issued by the Preinsured Bond Insurer named in the bond's title. A
commitment for insurance in connection with these bonds has been issued by the
Preinsured Bond Insurer named in the bond's title. "N/R"indicates that the
applicable rating service did not provide a rating for that particular
Security. For a brief description of the rating symbols and their related
meanings, see "Other Matters--Description of Securities Ratings". 

(3) There is shown under this heading the year in which each issue of Bonds is
initially or currently callable and the call price for that year. Each issue
of Bonds continues to be callable at declining prices thereafter (but not
below par value) except for original issue discount bonds which are redeemable
at prices based on the issue price plus the amount of original issue discount
accreted to redemption date plus, if applicable, some premium, the amount of
which will decline in subsequent years. "S.F."indicates a sinking fund is
established with respect to an issue of Bonds. Redemption pursuant to call
provisions generally will, and redemption pursuant to sinking fund provisions
may, occur at times when the redeemed bonds have an offering side valuation
which represents a premium over par. Certain Bonds may be subject to
redemption without premium prior to the date shown pursuant to extraordinary
optional or mandatory redemptions if certain events occur. Single family
mortgage revenue bonds and housing authority bonds are most likely to be
called subject to such provisions, but other bonds may have similar call
features. Notwithstanding any provisions to the contrary, certain bond issuers
have in the past and others may in the future attempt to redeem Bonds prior to
their initially scheduled call dates and at prices which do not include any
premiums. For a general discussion of certain of these events, see "Unitholder
Explanations--Bond Redemptions". To the extent that the Securities were
deposited in a Trust at a price higher than the price at which they are
redeemed, this will represent a loss of capital when compared with the
original Public Offering Price of the Units. Conversely, to the extent that
the Bonds were acquired at a price lower than the redemption price, this will
represent an increase in capital when compared with the original Public
Offering Price of the Units. Distributions will generally be reduced by the
amount of the income which would otherwise have been paid with respect to
redeemed Securities and there will be distributed to Unitholders the principal
amount and any premium received on such redemption. The Estimated Current
Return and Estimated Long-Term Return in this event may be affected by such
redemptions. For the Federal tax effect on Unitholders of such redemptions and
resultant distributions, see paragraph (2) under "Other Matters--Federal Tax
Status".

(4) Evaluation of Securities is made on the basis of current offering prices
for the Securities. The offering prices are greater than the current bid
prices of the Securities which is the basis on which Unit value is
determined for purposes of redemption of Units (see "Unitholder
Explanations--Public Offering--Offering Price"). 
   
(5) Other information regarding the Bonds in each Trust, as of the Date of
Deposit, is as follows: 

<TABLE>
<CAPTION>
                                                              Annual                   
                    Annual                    Profit          Interest     Bid Side     
Trust               Insurance  Cost to        (Loss) to       Income to    Evaluation of 
                    Cost       Sponsor        Sponsor         Trust        Bonds        
<S>                 <C>        <C>            <C>             <C>          <C>          
Colorado IM-IT..... $   1,050  $   2,944,144  $      10,864   $   178,475  $   2,931,313
Georgia IM-IT...... $     750  $   2,981,627  $     ( 2,079)  $   185,625  $   2,956,188
New Jersey IM-IT... $      --  $   2,943,848  $      18,894   $   183,688  $   2,938,313
New Mexico IM-IT... $   1,690  $   3,146,941  $      15,324   $   196,875  $   3,137,500
National Quality... $      --  $   4,823,104  $      24,901   $   319,000  $   4,809,094
</TABLE>

The Sponsor may have entered into contracts which hedge interest rate
fluctuations on certain Bonds in certain Portfolios. The cost of any such
contracts and the corresponding gain or loss is included in the Cost to
Sponsor. Certain Securities in the Fund, if any, marked by a double asterisk
(**), have been purchased on a "when, as and if issued"or "delayed
delivery"basis. Interest on these Securities begins accruing to the benefit of
Unitholders on their respective dates of delivery. Delivery is expected to
take place at various dates after the First Settlement Date as follows: 


<TABLE>
<CAPTION>
                    Percent of                                         
Trust               Aggregate Principal    Range of Days Subsequent    
                    Amount                 to First Settlement Date    
<S>                 <C>                    <C>                         
Colorado IM-IT.....          6%                   12 days
Georgia IM-IT......          --                      --
New Jersey IM-IT...          5%                    7 days
New Mexico IM-IT...          --                      --
National Quality...         20%                 7 to 35 days
</TABLE>

On the Date of Deposit, the offering side evaluations of the Securities in the
Colorado IM-IT, Georgia IM-IT, New Jersey IM-IT, New Mexico IM-IT and National
Quality Trusts were higher than the bid side evaluations of such Securities by
0.75%, 0.75%, 0.78%, 0.76% and 0.77%, respectively, of the aggregate principal
amounts of such Securities. 

"#"indicates that such Bond was issued at an original issue discount. The tax
effect of Bonds issued at an original issue discount is described in "Other
Matters--Federal Tax Status". 

(6) This Bond has been purchased at a deep discount from the par value because
there is little or no stated interest income thereon. Bonds which pay no
interest are normally described as "zero coupon"bonds. Over the life of bonds
purchased at a deep discount the value of such bonds will increase such that
upon maturity the holders of such bonds will receive 100% of the principal
amount thereof. Approximately 5% and 1% of the aggregate principal amount of
the Securities in the Colorado IM-IT Trust and National Quality Trust,
respectively, are "zero coupon"bonds. 
    

Underwriting. The Underwriters named below have severally purchased Units in
the following respective amounts from the Sponsor. 
   
<TABLE>
<CAPTION>
                                                                                                       Colorado 
Name                                                                                                  IM-IT Trust
                                      Address                                                            Units
<S>                                   <C>                                                              <C>      
Van Kampen Merritt Inc.               One Parkview Plaza, Oakbrook Terrace, Illinois 60181             2,437 
Dean Witter Reynolds, Incorporated    2 World Trade Center, 59th Floor, New York, New York 10048         100 
A.G. Edwards & Sons, Inc.             One North Jefferson Avenue, St. Louis, Missouri 63103              100 
Gruntal & Co., Incorporated           14 Wall Street, New York, New York 10005                           100 
Edward D. Jones & Co.                 201 Progress Parkway, Maryland Heights, Missouri  63043            100 
Kemper Securities, Inc.               77 West Wacker Drive, 28th Floor, Chicago, Illinois 60601          100 
Prudential Securities Inc.            32 Old Slip, 16th Floor, Financial Square, New York,           
    Unit Investment Trust Dept.           New York 10292                                                 100 
Smith Barney Inc.                     2 World Trade Center, 101st Floor, New York, New York 10048        100 
                                                                                                       3,137 
</TABLE>




<TABLE>
<CAPTION>
                                                                                                       Georgia 
Name                                                                                                IM-IT Trust
                                      Address                                                           Units
<S>                                   <C>                                                             <C>      
Van Kampen Merritt Inc.               One Parkview Plaza, Oakbrook Terrace, Illinois 60181            2,564 
J.C. Bradford & Co.                   330 Commerce Street, Nashville, Tennessee 37201                   100 
Dean Witter Reynolds, Incorporated    2 World Trade Center, 59th Floor, New York, New York 10048        100 
A.G. Edwards & Sons, Inc.             One North Jefferson Avenue, St. Louis, Missouri 63103             100 
Gruntal & Co., Incorporated           14 Wall Street, New York, New York 10005                          100 
Edward D. Jones & Co.                 201 Progress Parkway, Maryland Heights, Missouri  63043           100 
Prudential Securities Inc.            32 Old Slip, 16th Floor, Financial Square, New York,           
    Unit Investment Trust Dept.          New York 10292                                                 100 
                                                                                                      3,164 
</TABLE>



<TABLE>
<CAPTION>
                                                                                                          New Jersey 
Name                                                                                                      IM-IT Trust
                                      Address                                                                 Units
<S>                                   <C>                                                                 <C>      
Van Kampen Merritt Inc.               One Parkview Plaza, Oakbrook Terrace, Illinois 60181                 2,296 
Prudential Securities Inc.            32 Old Slip, 16th Floor, Financial Square, New York,           
    Unit Investment Trust Dept.          New York 10292                                                      250 
Advest, Inc.                          280 Trumbull Street, Hartford, Connecticut 06103                       100 
Dean Witter Reynolds, Incorporated    2 World Trade Center, 59th Floor, New York, New York 10048             100 
A.G. Edwards & Sons, Inc.             One North Jefferson Avenue, St. Louis, Missouri 63103                  100 
Gruntal & Co., Incorporated           14 Wall Street, New York, New York 10005                               100 
Janney Montgomery Scott Inc.          1801 Market Street, 11th Floor, Philadelphia, Pennsylvania 19103       100 
Smith Barney Inc.                     2 World Trade Center, 101st Floor, New York, New York 10048            100 
                                                                                                           3,146 
</TABLE>


 



<TABLE>
<CAPTION>
                                                                                                            New Mexico 
Name                                                                                                        IM-IT Trust
                                        Address                                                                 Units
<S>                                     <C>                                                                 <C>      
Van Kampen Merritt Inc.                 One Parkview Plaza, Oakbrook Terrace, Illinois 60181                2,508 
Dean Witter Reynolds, Incorporated      2 World Trade Center, 59th Floor, New York, New York 10048            250 
A.G. Edwards & Sons, Inc.               One North Jefferson Avenue, St. Louis, Missouri 63103                 100 
Gruntal & Co., Incorporated             14 Wall Street, New York, New York 10005                              100 
Principal Financial Securities, Inc.    Fountain Place, 1445 Ross Avenue, Suite 2300, Dallas, Texas 75201     100 
Prudential Securities Inc.              32 Old Slip, 16th Floor, Financial Square, New York,           
    Unit Investment Trust Dept.            New York 10292                                                     100 
Smith Barney Inc.                       2 World Trade Center, 101st Floor, New York, New York 10048           100 
Southwest Securities Inc.               1201 Elm Street, Suite 4300, Dallas, Texas 75270                      100 
                                                                                                            3,358 
</TABLE>


<TABLE>
<CAPTION>
                                                                                              National 
Name                                                                                          Quality Trust
                                   Address                                                     Units
<S>                                <C>                                                        <C>      
Van Kampen Merritt Inc.            One Parkview Plaza, Oakbrook Terrace, Illinois 60181       4,738 
A.G. Edwards & Sons, Inc.          One North Jefferson Avenue, St. Louis, Missouri 63103        100 
Gruntal & Co., Incorporated        14 Wall Street, New York, New York 10005                     100 
Edward D. Jones & Co.              201 Progress Parkway, Maryland Heights, Missouri  63043      100 
Prudential Securities Inc.         32 Old Slip, 16th Floor, Financial Square, New York,           
    Unit Investment Trust Dept.        New York 10292                                           100 
                                                                                              5,138 
</TABLE>
    

Units may also be sold to broker-dealers and others at prices representing the
per Unit concession or agency commission stated under "Trust
Administration--General--Unit Distribution". However, resales of Units by such
broker-dealers and others to the public will be made at the Public Offering
Price described in the Prospectus. The Sponsor reserves the right to reject,
in whole or in part, any order for the purchase of Units and the right to
change the amount of the concession or agency commission from time to time. 

In addition to any other benefits the Underwriters may realize from the sale
of the Units of the Fund, the Agreement Among Underwriters provides that the
Sponsor will share on a pro rata basis among those Underwriters who underwrite
at least 250 Units 50% of the aggregate gain, if any, represented by the
difference between the Sponsor's cost of the Securities in connection with
their acquisition and the evaluation thereof on the Date of Deposit less
deductions for certain accrued interest and certain other costs. See "Trust
Administration--General--Sponsor and Underwriter Compensation"and
"Portfolio"for the applicable Trust. 

Underwriters and broker-dealers of the Trusts, banks and/or others are
eligible to participate in a program in which such firms receive from the
Sponsor a nominal award for each of their representatives who have sold a
minimum number of units of unit investment trusts created by the Sponsor
during a specified time period. In addition, at various times the Sponsor may
implement other programs under which the sales forces of Underwriters,
brokers, dealers, banks and/or others may be eligible to win other nominal
awards for certain sales efforts, or under which the Sponsor will reallow to
any such Underwriters, brokers, dealers, banks and/or others that sponsor
sales contests or recognition programs conforming to criteria established by
the Sponsor, or participate in sales programs sponsored by the Sponsor, an
amount not exceeding the total applicable sales charges on the sales generated
by such persons at the public offering price during such programs. Also, the
Sponsor in its discretion may from time to time pursuant to objective criteria
established by the Sponsor pay fees to qualifying underwriters, brokers,
dealers, banks or others for certain services or activities which are
primarily intended to result in sales of Units of the Trusts. Such payments
are made by the Sponsor out of its own assets, and not out of the assets of
the Trusts. These programs will not change the price Unitholders pay for their
Units or the amount that the Trusts will receive from the Units sold.
Approximately every eighteen months the Sponsor holds a business seminar which
is open to Underwriters that sell units of trusts it sponsors. The Sponsor
pays substantially all costs associated with the seminar, excluding
Underwriter travel costs. Each Underwriter is invited to send a certain number
of representatives based on the gross number of units such firm underwrites
during a designated time period.

FUND ADMINISTRATION AND EXPENSES 

Sponsor. Van Kampen Merritt Inc., a Delaware corporation, is the Sponsor of
the Trust. Van Kampen Merritt Inc. is primarily owned by Clayton, Dubilier &
Rice, Inc., a New York-based private investment firm. Van Kampen Merritt Inc.
management owns a significant minority equity position. Van Kampen Merritt
Inc. specializes in the underwriting and distribution of unit investment
trusts and mutual funds. The Sponsor is a member of the National Association
of Securities Dealers, Inc. and has its principal office at One Parkview
Plaza, Oakbrook Terrace, Illinois 60181, (708) 684-6000. It maintains a branch
office in Philadelphia and has regional representatives in Atlanta, Dallas,
Los Angeles, New York, San Francisco, Seattle and Tampa. As of December 31,
1993 the total stockholders\q equity of Van Kampen Merritt Inc. was
$122,167,000 (audited). (This paragraph relates only to the Sponsor and not to
the Insured Municipals Income Trust and Investors\q Quality Tax-Exempt Trust
or to any Insured Multi-Series thereof or to any other Underwriter. The
information is included herein only for the purpose of informing investors as
to the financial responsibility of the Sponsor and its ability to carry out
its contractual obligations. More detailed financial information will be made
available by the Sponsor upon request.)

As of March 31, 1994, the Sponsor and its affiliates managed or supervised
approximately $36.5 billion of investment products, of which over $24 billion
is invested in municipal securities. The Sponsor and its affiliates managed
$22.5 billion of assets, consisting of $8.2 billion for 21 open end mutual
funds, $8.0 billion for 34 closed-end funds and $6.3 billion for 51
institutional accounts. The Sponsor has also deposited approximately $24
billion of unit investment trusts. Based on cumulative assets deposited, the
Sponsor believes that it is the largest sponsor of insured municipal unit
investment trusts, primarily through the success of its Insured Municipals
Income Trust(R)or the IM-IT(R) trust. The Sponsor also provides surveillance
and evaluation services at cost for approximately $14 billion of unit
investment trust assets outstanding. Since 1976, the Sponsor has serviced over
one million retail investor accounts, opened through retail distribution
firms. Van Kampen Merritt Inc. is the sponsor of the various series of the
trusts listed below and the distributor of the mutual funds and closed-end
funds listed below. Unitholders may only invest in the trusts, mutual funds
and closed-end funds which are registered for sale in the state of residence
of such Unitholder. In order for a Unitholder to invest in the trusts, mutual
funds and closed-end funds listed below, such Unitholder must obtain a
prospectus relating to the trust or fund involved. A prospectus is the only
means by which an offer can be delivered to investors.

 



<TABLE>
Name of Trust
Trust Investment Objective
 

<CAPTION>
<S>                                                                   <C>
                                                                      Tax-exempt income by investing in insured municipal          
Insured Municipals Income Trust...................................... securities
                                                                      Double tax-exemption for California residents by investing   
California Insured Municipals Income Trust........................... in insured California municipal securities
                                                                      Double and in certain cases triple tax-exemption for New     
                                                                      York residents by investing in insured New York municipal    
New York Insured Municipals Income Trust............................. securities
                                                                      Double and in certain cases triple tax-exemption for         
                                                                      Pennsylvania residents by investing in insured Pennsylvania  
Pennsylvania Insured Municipals Income Trust......................... municipal securities
Insured Municipals Income Trust, Insured Multi-Series                                                                              
 (Premium Bond Series, National, Limited Maturity,                                                                                 
 Intermediate, Short Intermediate, Discount, Alabama, Arizona,                                                                     
 Arkansas, California, California Intermediate, California                                                                         
 Intermediate Laddered Maturity, California Premium, Colorado,                                                                     
 Connecticut, Florida, Florida Intermediate, Florida Intermediate                                                                  
 Laddered Maturity, Georgia, Louisiana, Massachusetts,                                                                             
 Massachusetts Premium, Michigan, Michigan Intermediate,                                                                           
 Michigan Intermediate Laddered Maturity, Michigan Premium,                                                                        
 Minnesota, Missouri, Missouri Intermediate Laddered Maturity,                                                                     
 Missouri Premium, New Jersey, New Jersey Intermediate                                                                             
 Laddered Maturity, New Mexico, New York, New York                    Tax-exempt income by investing in insured municipal          
 Intermediate, New York Intermediate Laddered Maturity, New           securities; all issuers of bonds in a state trust are        
 York Limited Maturity, Ohio, Ohio Intermediate, Ohio IM-IT           located in such state or in territories or possessions of    
 Intermediate Laddered Maturity, Ohio Premium, Oklahoma,              the United States-- providing exemptions from all state      
 Pennsylvania, Pennsylvania Intermediate, Pennsylvania                income tax for residents of such state (except for the       
 Intermediate Laddered Maturity, Pennsylvania Premium,                Oklahoma IM-IT Trust where a portion of the income of the    
 Tennessee, Texas, Washington, West Virginia)........................ Trust is subject to the Oklahoma state income tax)
                                                                      Tax-exempt income by investing in insured municipal          
Insured Tax Free Bond Trust.......................................... securities                                                   
                                                                      Tax-exempt income by investing in insured municipal          
                                                                      securities; all issuers of bonds in a state trust are        
Insured Tax Free Bond Trust, Insured Multi-Series                     located in such state--providing exemptions from state       
 (National Limited Maturity, New York)............................... income tax for residents of such state
</TABLE>


<TABLE>
<CAPTION>
<S>                                                               <C>                                                              
Investors' Quality Tax-Exempt Trust.............................. Tax-exempt income by investing in municipal securities           
Investors' Quality Tax-Exempt Trust, Multi-Series                                                                                  
 (National, National AMT, Intermediate, Alabama, Arizona,                                                                          
 Arkansas, California, Colorado, Connecticut, Delaware,                                                                            
 Florida, Georgia, Hawaii, Kansas, Kentucky, Maine, Maryland,     Tax-exempt income by investing in municipal securities; all      
 Massachusetts, Michigan, Minnesota, Missouri, Nebraska,          issuers of bonds in a state trust are located in such state or   
 New Jersey, New York, North Carolina, Ohio, Oregon,              in territories or possessions of the United States--providing    
 Pennsylvania, South Carolina, Virginia)......................... exemptions from state income tax for residents of such state
                                                                  Tax-exempt income for investors not subject to the alternative   
                                                                  minimum tax by investing in municipal securities, some or all of 
Investors' Quality Municipals Trust, AMT Series...................which are subject to the Federal alternative minimum tax
Investors' Corporate Income Trust.................................Taxable income by investing in corporate bonds
Investors' Governmental Securities--Income Trust................. Taxable income by investing in government-backed GNMA securities 
                                                                  High current income through an investment in a diversified       
                                                                  portfolio of foreign currency denominated corporate debt         
Van Kampen Merritt International Bond Income Trust................obligations
                                                                  High current income consistent with preservation of capital      
                                                                  through a diversified investment in a fixed portfolio of         
Van Kampen Merritt Insured Income Trust...........................insured, long-term or intermediate-term corporate debt securities
                                                                  High dividend income and capital appreciation by investing in    
Van Kampen Merritt Utility Income Trust...........................common stock of electric utilities
                                                                  Provide the potential for capital appreciation and income by     
                                                                  investing in a portfolio of actively traded, New York Stock      
                                                                  Exchange listed equity securities which are components of the    
Van Kampen Merritt Blue Chip Opportunity Trust....................Dow Jones Industrial Average
                                                                  Protect Unitholders' capital and provide the potential for       
                                                                  capital appreciation and income by investing a portion of its    
                                                                  portfolio in "zero coupon"U.S. Treasury obligations and the      
                                                                  remainder of the trust's portfolio in actively traded, New York  
                                                                  Stock Exchange listed equity securities which at the time of the 
Van Kampen Merritt Blue Chip Opportunity and                      creation of the trust were components of the Dow Jones           
 Treasury Trust...................................................Industrial Average
                                                                  High current income consistent with preservation of capital      
                                                                  through a diversified investment in a fixed portfolio primarily  
                                                                  consisting of Brady Bonds of emerging market countries that have 
                                                                  restructured sovereign debt pursuant to the framework of the     
Van Kampen Merritt Emerging Markets Income Trust..................Brady Plan
                                                                  Provide the potential for capital appreciation and income        
                                                                  consistent with the preservation of invested capital, by         
                                                                  investing in a portfolio of equity securities which provide      
Van Kampen Merritt Global Telecommunications Trust................equipment for or services to the telecommunications industry
                                                                  Provide the potential for capital appreciation and income        
                                                                  consistent with the preservation of invested capital, by         
                                                                  investing in a portfolio of equity securities diversified within 
Van Kampen Merritt Global Energy Trust............................the energy industry
                                                                  Provide an above average total return through a combination of   
                                                                  potential capital appreciation and dividend income, consistent   
                                                                  with preservation of invested capital, by investing in a         
Strategic Ten Trust                                               portfolio of common stocks of the ten companies in a recognized  
 (United States, United Kingdom, and Hong Kong Portfolios)........stock exchange index having the highest dividend yields
                                                                  Provide the potential for capital appreciation and income        
                                                                  consistent with the preservation of invested capital, by         
                                                                  investing in a portfolio of equity securities diversified within 
Van Kampen Merritt Brand Name Equity Trust........................the non-durable consumer products industry
</TABLE>

*The Dow Jones Industrial Average is the property of Dow Jones & Company, Inc.
Dow Jones & Company, Inc. has not granted to the Trust or the Sponsor a
license to use the Dow Jones Industrial Average.       


<TABLE>
Name of Mutual Fund
Fund Investment Objective
<CAPTION>
<S>                                                        <C>
Van Kampen Merritt U.S. Government Fund....................High current income by investing in U.S. Government securities
                                                           High current income exempt from Federal income taxes by investing in    
Van Kampen Merritt Insured Tax Free Income Fund............insured municipal securities
                                                           High level of current income exempt from Federal income tax, consistent 
Van Kampen Merritt Municipal Income Fund...................with preservation of capital
                                                           High current income exempt from Federal income taxes by investing in    
Van Kampen Merritt Tax Free High Income Fund...............medium and lower grade municipal securities
                                                           High current income exempt from Federal and California income taxes by  
Van Kampen Merritt California Insured Tax Free Fund........investing in insured California municipal securities
                                                           Provide a high level of current income by investing in medium and lower 
                                                           grade domestic and foreign government and corporate debt securities.    
Van Kampen Merritt High Yield Fund.........................The Fund will seek capital appreciation as a secondary objective
                                                           Long-term growth of both capital and dividend income by investing in    
Van Kampen Merritt Growth and Income Fund..................dividend paying common stocks
                                                           High current income exempt from Federal and Pennsylvania state and      
                                                           local income taxes by investing in medium and lower grade Pennsylvania  
Van Kampen Merritt Pennsylvania Tax Free Income Fund.......municipal securities
                                                           High current income by investing in a broad range of money market       
Van Kampen Merritt Money Market Fund.......................instruments that will mature within twelve months
                                                           High current income exempt from Federal income taxes by investing in a  
                                                           broad range of municipal securities that will mature within twelve      
Van Kampen Merritt Tax Free Money Fund.....................months
                                                           High current income by investing in a global portfolio of high quality  
                                                           debt securities denominated in various currencies having remaining      
Van Kampen Merritt Short-Term Global Income Fund...........maturities of not more than three years
                                                           High level of current income with a relatively stable net asset value   
Van Kampen Merritt Adjustable Rate U.S. Government Fund....investing in U.S. Government securities
                                                           High level of current income exempt from federal income tax, consistent 
Van Kampen Merritt Limited Term Municipal Income Fund......with preservation of capital
                                                           Provide capital appreciation and current income by investing in a       
                                                           diversified portfolio of common stocks and income securities issued by  
Van Kampen Merritt Utility Fund............................companies engaged in the utilities industry
                                                           Provide shareholders with high current income. The Fund will seek       
Van Kampen Merritt Strategic Income Fund...................capital appreciation as a secondary objective
</TABLE>


<TABLE>
Name of Closed-end Fund
Fund Investment Objective
<CAPTION>
<S>                                                            <C>
                                                               High current income exempt from Federal income taxes with safety of 
                                                               principal by investing in a diversified portfolio of investment     
Van Kampen Merritt Municipal Income Trust......................grade municipal securities
                                                               High current income exempt from Federal and California income taxes 
                                                               with safety of principal by investing in a diversified portfolio of 
Van Kampen Merritt California Municipal Trust..................investment grade California municipal securities
                                                               High current income while seeking to preserve shareholders' capital 
                                                               by investing in a diversified portfolio of high yield fixed income  
Van Kampen Merritt Intermediate Term High Income Trust.........securities
                                                               High current income while seeking to preserve shareholders' capital 
                                                               by investing in a diversified portfolio of high yield fixed income  
Van Kampen Merritt Limited Term High Income Trust..............securities
                                                               High current income, consistent with preservation of capital by     
Van Kampen Merritt Prime Rate Income Trust.....................investing in interests in floating or variable rate senior loans
                                                               High current income exempt from Federal income tax, consistent with 
Van Kampen Merritt Investment Grade Municipal Trust............preservation of capital
                                                               High level of current income exempt from Federal income tax,        
Van Kampen Merritt Municipal Trust.............................consistent with preservation of capital
                                                               High current income exempt from Federal and California income taxes 
                                                               with safety of principal by investing in a diversified portfolio of 
Van Kampen Merritt California Quality Municipal Trust..........investment grade California municipal securities
                                                               High current income exempt from Federal income taxes and Florida    
                                                               intangible personal property taxes with safety of principal by      
                                                               investing in a diversified portfolio of investment grade Florida    
Van Kampen Merritt Florida Quality Municipal Trust.............municipal securities
                                                               High current income exempt from Federal as well as New York State   
                                                               and New York City income taxes with safety of principal by          
                                                               investing in a diversified portfolio of investment grade New York   
Van Kampen Merritt New York Quality Municipal Trust............municipal securities
                                                               High current income exempt from Federal and Ohio income taxes with  
                                                               safety of principal by investing in a diversified portfolio of      
Van Kampen Merritt Ohio Quality Municipal Trust................investment grade Ohio municipal securities
                                                               High current income exempt from Federal and Pennsylvania income     
                                                               taxes with safety of principal by investing in a diversified        
Van Kampen Merritt Pennsylvania Quality Municipal Trust........portfolio of investment grade Pennsylvania municipal securities
                                                               High level of current income exempt from Federal income tax,        
Van Kampen Merritt Trust for Investment Grade Municipals.......consistent with preservation of capital
                                                               High level of current income exempt from Federal income tax,        
                                                               consistent with preservation of capital by investing in a           
                                                               diversified portfolio of municipal securities which are covered by  
Van Kampen Merritt Trust for Insured Municipals................insurance with respect to timely payment of principal and interest
                                                               High level of current income exempt from Federal and California     
                                                               income taxes, consistent with preservation of capital by investing  
Van Kampen Merritt Trust for Investment Grade CA Municipals....in a diversified portfolio of California municipal securities
                                                               High level of current income exempt from Federal income taxes,      
                                                               consistent with preservation of capital. The Fund also seeks to     
                                                               offer its Shareholders the opportunity to own securities exempt     
Van Kampen Merritt Trust for Investment Grade FL Municipals....from Florida intangible personal property taxes
                                                               High level of current income exempt from Federal income taxes and   
Van Kampen Merritt Trust for Investment Grade NJ Municipals    New Jersey gross income taxes, consistent with preservation of      
                                                               capital
                                                               High level of current income exempt from Federal as well as from    
                                                               New York State and New York City income taxes, consistent with      
Van Kampen Merritt Trust for Investment Grade NY Municipals....preservation of capital
                                                               High level of current income exempt from Federal and Pennsylvania   
                                                               income taxes and, where possible under local law, local income and  
Van Kampen Merritt Trust for Investment Grade PA Municipals....property taxes, consistent with preservation of capital
                                                               High level of current income exempt from Federal income tax,        
                                                               consistent with preservation of capital by investing in a           
Van Kampen Merritt Municipal Opportunity Trust.................diversified portfolio of municipal securities
                                                               High level of current income exempt from Federal income tax,        
                                                               consistent with preservation of capital by investing in a           
Van Kampen Merritt Advantage Municipal Income Trust............diversified portfolio of municipal securities
                                                               High level of current income exempt from Federal and Pennsylvania   
Van Kampen Merritt Advantage Pennsylvania Municipal            income taxes and, where possible under local law, local income and  
 Income Trust..................................................property taxes, consistent with preservation of capital
                                                               Provide common shareholders with a high level of current income     
                                                               exempt from Federal income taxes, consistent with preservation of   
Van Kampen Merritt Strategic Sector Municipal Trust............capital
                                                               High level of current income exempt from Federal income taxes,      
Van Kampen Merritt Value Municipal Income Trust................consistent with preservation of capital
Van Kampen Merritt California Value Municipal                  High level of current income exempt from Federal and California     
 Income Trust..................................................income taxes, consistent with preservation of capital
                                                               High level of current income exempt from Federal income taxes and   
Van Kampen Merritt Massachusetts Value Municipal               Massachusetts personal income taxes, consistent with preservation   
  Income Trust.................................................of capital
Van Kampen Merritt New Jersey Value Municipal                  High level of current income exempt from Federal income taxes and   
 Income Trust..................................................New Jersey gross income tax, consistent with preservation of capital
                                                               High level of current income exempt from Federal as well as New     
Van Kampen Merritt New York Value Municipal                    York State and New York City income taxes, consistent with          
 Income Trust..................................................preservation of capital
Van Kampen Merritt Ohio Value Municipal Income                 High level of current income exempt from Federal and Ohio income    
 Trust.........................................................taxes, consistent with preservation of capital
Van Kampen Merritt Pennsylvania Value Municipal                High level of current income exempt from Federal and Pennsylvania   
  Income Trust.................................................income taxes, consistent with preservation of capital
                                                               High level of current income exempt from federal income tax,        
Van Kampen Merritt Municipal Opportunity Trust II..............consistent with preservation of capital
                                                               High level of current income exempt from federal income tax,        
                                                               consistent with preservation of capital. The Fund seeks to offer    
                                                               its common shareholders the opportunity to own securities exempt    
Van Kampen Merritt Florida Municipal Opportunity Trust ........from Florida intangible personal property taxes
                                                               Provide common shareholders with a high level of current income     
                                                               exempt from federal income tax, consistent with preservation of     
Van Kampen Merritt Advantage Municipal Income Trust II.........capital
                                                               To provide common shareholders with a high level of current income  
                                                               exempt from federal income tax, consistent with preservation of     
Van Kampen Merritt Select Sector Municipal Trust...............capital
</TABLE>


If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) appoint a successor
Sponsor at rates of compensation deemed by the Trustee to be reasonable and
not exceeding amounts prescribed by the Securities and Exchange Commission,
(ii) terminate the Trust Agreement and liquidate the Fund as provided therein
or (iii) continue to act as Trustee without terminating the Trust Agreement. 

All costs and expenses incurred in creating and establishing the Fund,
including the cost of the initial preparation, printing and execution of the
Trust Agreement and the certificates, legal and accounting expenses,
advertising and selling expenses, expenses of the Trustee, initial evaluation
fees and other out-of-pocket expenses have been borne by the Sponsor at no
cost to the Fund. 

Compensation of Sponsor and Evaluator. The Sponsor will not receive any fees
in connection with its activities relating to the Fund. However, American
Portfolio Evaluation Services, a division of Van Kampen Merritt Investment
Advisory Corp., which is a wholly-owned subsidiary corporation of the Sponsor,
will receive an annual supervisory fee as indicated under "Summary of
Essential Financial Information"for providing portfolio supervisory services
for the Fund. Such fee (which is based on the number of Units outstanding in
each Trust on January 1 of each year) may exceed the actual costs of providing
such supervisory services for this Fund, but at no time will the total amount
received for portfolio supervisory services rendered to Insured Municipals
Income Trust and Investors' Quality Tax-Exempt Trust, Multi-Series 1 and
subsequent series and to any other unit investment trusts sponsored by the
Sponsor for which the Evaluator provides portfolio supervisory services in any
calendar year exceed the aggregate cost to the Evaluator of supplying such
services in such year. In addition, the Evaluator shall receive an annual
evaluation fee as indicated under "Summary of Essential Financial
Information"for regularly evaluating each Trust's portfolio. Both of the
foregoing fees may be increased without approval of the Unitholders by amounts
not exceeding proportionate increases under the category "All Services Less
Rent of Shelter"in the Consumer Price Index published by the United States
Department of Labor or, if such category is no longer published, in a
comparable category. The Sponsor and the Underwriters will receive sales
commissions and may realize other profits (or losses) in connection with the
sale of Units and the deposit of the Securities as described under
"General--Sponsor and Underwriter Compensation"below. 

Trustee. The Trustee is The Bank of New York, a trust company organized under
the laws of New York. The Bank of New York has its offices at 101 Barclay
Street, New York, New York 10286 (800) 221-7668. The Bank of New York is
subject to supervision and examination by the Superintendent of Banks of the
State of New York and the Board of Governors of the Federal Reserve System,
and its deposits are insured by the Federal Deposit Insurance Corporation to
the extent permitted by law. 

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

In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Fund. Such
records shall include the name and address of, and the certificates issued by
the Fund to, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may
from time to time be required under any applicable state or Federal statute,
rule or regulation (see "Unitholder Explanations--Public Offering--Reports
Provided"). The Trustee is required to keep a certified copy or duplicate
original of the Trust Agreement on file in its office available for inspection
at all reasonable times during the usual business hours by any Unitholder,
together with a current list of the Securities held in the Fund. 

Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of the trusts created by the Trust Agreement by executing an
instrument in writing and filing the same with the Sponsor. The Trustee or
successor trustee must mail a copy of the notice of resignation to all Fund
Unitholders then of record, not less than 60 days before the date specified in
such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor
trustee promptly. If, upon such resignation, no successor trustee has been
appointed and has accepted the appointment within 30 days after notification,
the retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. The Sponsor may remove the Trustee and appoint a
successor trustee as provided in the Trust Agreement at any time with or
without cause. Notice of such removal and appointment shall be mailed to each
Unitholder by the Sponsor. Upon execution of a written acceptance of such
appointment by such successor trustee, all the rights, powers, duties and
obligations of the original trustee shall vest in the successor. The
resignation or removal of a Trustee becomes effective only when the successor
trustee accepts its appointment as such or when a court of competent
jurisdiction appoints a successor trustee. 

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

Trustee's Fee. For its services the Trustee will receive a fee based on the
aggregate outstanding principal amount of Securities in each Trust as of the
opening of business on January 2 and July 2 of each year as set forth under
"Per Unit Information"for the applicable Trust. During the first year the
Trustee may agree to reduce its fee (and to the extent necessary pay
miscellaneous expenses of a Trust) as stated under "Per Unit Information"for
the applicable Trust. The Trustee's fees are payable monthly on or before the
fifteenth day of each month from the Interest Account of each Trust to the
extent funds are available and then from the Principal Account of each Trust,
with such payments being based on each Trust's portion of such expenses. Since
the Trustee has the use of the funds being held in the Principal and Interest
Accounts for future distributions, payment of expenses and redemptions and
since such Accounts are non-interest bearing to Unitholders, the Trustee
benefits thereby. Part of the Trustee's compensation for its services to each
Trust is expected to result from the use of these funds. Such fees may be
increased without approval of the Unitholders by amounts not exceeding
proportionate increases under the category "All Services Less Rent of
Shelter"in the Consumer Price Index published by the United States Department
of Labor or, if such category is no longer published, in a comparable
category. The Trustee's fees will not be increased in future years in order to
make up any reduction in the Trustee's fees described under "Per Unit
Information"for the applicable Trust. For a discussion of the services
rendered by the Trustee pursuant to its obligations under the Trust Agreement,
see "Unitholder Explanations--Public Offering--Reports Provided"and
"Trustee"above.

 Portfolio Administration. The Trustee is empowered to sell, for the purpose
of redeeming Units tendered by any Unitholder, and for the payment of expenses
for which funds may not be available, such of the Bonds designated by the
Evaluator as the Trustee in its sole discretion may deem necessary. The
Evaluator, in designating such Securities, will consider a variety of factors,
including (a) interest rates, (b) market value and (c) marketability. The
Sponsor, in connection with the Quality Trusts, may direct the Trustee to
dispose of Securities upon default in payment of principal or interest,
institution of certain legal proceedings, default under other documents
adversely affecting debt service, default in payment of principal or interest
on other obligations of the same issuer, decline in projected income pledged
for debt service on revenue bonds or decline in price or the occurrence of
other market or credit factors, including advance refunding (i.e., the
issuance of refunding securities and the deposit of the proceeds thereof in
trust or escrow to retire the refunded securities on their respective
redemption dates), so that in the opinion of the Sponsor the retention of such
Securities would be detrimental to the interest of the Unitholders. In
connection with the Insured Trusts to the extent that Bonds are sold which are
current in payment of principal and interest in order to meet redemption
requests and defaulted Bonds are retained in the portfolio in order to
preserve the related insurance protection applicable to said Bonds, the
overall quality of the Bonds remaining in such Trust's portfolio will tend to
diminish. Except as described in this section and in certain other unusual
circumstances for which it is determined by the Trustee to be in the best
interests of the Unitholders or if there is no alternative, the Trustee is not
empowered to sell Bonds from an Insured Trust which are in default in payment
of principal or interest or in significant risk of such default and for which
value has been attributed for the insurance obtained by such Insured Trust.
Because of such restrictions on the Trustee under certain circumstances, the
Sponsor may seek a full or partial suspension of the right of Unitholders to
redeem their Units in an Insured Trust. See "Unitholder Explanations--Public
Offering--Redemption of Units". The Sponsor is empowered, but not obligated,
to direct the Trustee to dispose of Bonds in the event of an advanced
refunding.  

The Sponsor is required to instruct the Trustee to reject any offer made by an
issuer of any of the Securities to issue new obligations in exchange or
substitution for any Security pursuant to a refunding or refinancing plan,
except that the Sponsor may instruct the Trustee to accept or reject such an
offer or to take any other action with respect thereto as the Sponsor may deem
proper if (1) the issuer is in default with respect to such Security or (2) in
the written opinion of the Sponsor the issuer will probably default with
respect to such Security in the reasonably foreseeable future. Any obligation
so received in exchange or substitution will be held by the Trustee subject to
the terms and conditions of the Trust Agreement to the same extent as
Securities originally deposited thereunder. Within five days after the deposit
of obligations in exchange or substitution for underlying Securities, the
Trustee is required to give notice thereof to each Unitholder of the Trust
thereby affected, identifying the Securities eliminated and the Securities
substituted therefor. Except as stated herein and under "Unitholder
Explanations--Settlement of Bonds in the Trusts"regarding the substitution of
Replacement Bonds for Failed Bonds, the acquisition by the Fund of any
securities other than the Securities initially deposited is not permitted. 

If any default in the payment of principal or interest on any Security occurs
and no provision for payment is made therefor within 30 days, the Trustee is
required to notify the Sponsor thereof. If the Sponsor fails to instruct the
Trustee to sell or to hold such Security within 30 days after notification by
the Trustee to the Sponsor of such default, the Trustee may in its discretion
sell the defaulted Security and not be liable for any depreciation or loss
thereby incurred. 

Sponsor Purchases of Units. The Trustee shall notify the Sponsor of any tender
of Units for redemption. If the Sponsor's bid in the secondary market at that
time equals or exceeds the Redemption Price per Unit, it may purchase such
Units by notifying the Trustee before the close of business on the second
succeeding business day and by making payment therefor to the Unitholder not
later than the day on which the Units would otherwise have been redeemed by
the Trustee. Units held by the Sponsor may be tendered to the Trustee for
redemption as any other Units. 

The offering price of any Units acquired by the Sponsor will be in accord with
the Public Offering Price described in the then currently effective prospectus
describing such Units. Any profit resulting from the resale of such Units will
belong to the Sponsor which likewise will bear any loss resulting from a lower
offering or Redemption Price subsequent to its acquisition of such Units. 

Insurance Premiums. The cost of the portfolio insurance obtained by the
respective Trusts, if any, is that amount shown in footnote (5) in "Notes to
Portfolios", so long as such Trust retains the Bonds. Premiums, which are
obligations of each Insured Trust, are payable monthly by the Trustee on
behalf of the respective Trust. As Bonds in the portfolio of an Insured Trust
are redeemed by their respective issuers or are sold by the Trustee, the
amount of the premium will be reduced in respect of those Bonds no longer
owned by and held in such Trust. If the Trustee exercises the right to obtain
permanent insurance, the premiums payable for such permanent insurance will be
paid solely from the proceeds of the sale of the related Bonds. The premiums
for such permanent insurance with respect to each Bond will decline over the
life of the Bond. A Trust does not incur any expense for Preinsured Bond
insurance, since the premium or premiums for such insurance have been paid by
the issuer or the Sponsor prior to the deposit of such Preinsured Bonds in a
Trust. Preinsured Bonds are not additionally insured by an Insured Trust. 

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

The fees and expenses set forth herein are payable out of the Trusts. When
such fees and expenses are paid by or owing to the Trustee, they are secured
by a lien on the portfolio or portfolios of the applicable Trust or Trusts. If
the balances in the Interest and Principal Accounts are insufficient to
provide for amounts payable by the Fund, the Trustee has the power to sell
Securities to pay such amounts. 

GENERAL 

Amendment or Termination. The Sponsor and the Trustee have the power to amend
the Trust Agreement without the consent of any of the Unitholders when such an
amendment is (a) to cure an ambiguity or to correct or supplement any
provision of the Trust Agreement which may be defective or inconsistent with
any other provision contained therein or (b) to make such other provisions as
shall not adversely affect the interest of the Unitholders (as determined in
good faith by the Sponsor and the Trustee), provided that the Trust Agreement
may not be amended to increase the number of Units issuable thereunder or to
permit the deposit or acquisition of securities either in addition to or in
substitution for any of the Securities initially deposited in the Fund, except
for the substitution of certain refunding securities for such Securities. In
the event of any amendment, the Trustee is obligated to notify promptly all
Unitholders of the substance of such amendment. 

A Trust may be terminated at any time by consent of Unitholders of 51% of the
Units of such Trust then outstanding or by the Trustee when the value of such
Trust, as shown by any semi-annual evaluation, is less than that indicated
under "Summary of Essential Financial Information". A Trust will be liquidated
by the Trustee in the event that a sufficient number of Units not yet sold are
tendered for redemption by the Underwriters, including the Sponsor, so that
the net worth of such Trust would be reduced to less than 40% of the initial
principal amount of such Trust. If a Trust is liquidated because of the
redemption of unsold Units by the Underwriters, the Sponsor will refund to
each purchaser of Units the entire sales charge paid by such purchaser. The
Trust Agreement provides that each Trust shall terminate upon the redemption,
sale or other disposition of the last Security held in such Trust, but in no
event shall it continue beyond the end of the year preceding the fiftieth
anniversary of the Trust Agreement in the case of a State Trust or a National
Quality Trust, or beyond the end of the year preceding the twentieth
anniversary of the Trust Agreement in the case of an IM-IT Limited Maturity,
IM-IT Intermediate and IM-IT Short Intermediate Trusts. In the event of
termination of the Fund or any Trust, written notice thereof will be sent by
the Trustee to each Unitholder of such Trust at his address appearing on the
registration books of the Fund maintained by the Trustee. Within a reasonable
time thereafter the Trustee shall liquidate any Securities then held in such
Trust and shall deduct from the funds of such Trust any accrued costs,
expenses or indemnities provided by the Trust Agreement, including estimated
compensation of the Trustee and costs of liquidation and any amounts required
as a reserve to provide for payment of any applicable taxes or other
governmental charges. The sale of Securities in the Trust upon termination may
result in a lower amount than might otherwise be realized if such sale were
not required at such time. For this reason, among others, the amount realized
by a Unitholder upon termination may be less than the principal amount or par
amount of Securities represented by the Units held by such Unitholder. The
Trustee shall then distribute to each Unitholder his share of the balance of
the Interest and Principal Accounts. With such distribution the Unitholder
shall be furnished a final distribution statement of the amount distributable.
At such time as the Trustee in its sole discretion shall determine that any
amounts held in reserve are no longer necessary, it shall make distribution
thereof to Unitholders in the same manner. 

Notwithstanding the foregoing, in connection with final distributions to
Unitholders of an Insured Trust, it should be noted that because the portfolio
insurance obtained by an Insured Trust is applicable only while Bonds so
insured are held by such Trust, the price to be received by such Trust upon
the disposition of any such Bond which is in default, by reason of nonpayment
of principal or interest, will not reflect any value based on such insurance.
Therefore, in connection with any liquidation, it shall not be necessary for
the Trustee to, and the Trustee does not currently intend to, dispose of any
Bond or Bonds if retention of such Bond or Bonds, until due, shall be deemed
to be in the best interest of Unitholders, including, but not limited to,
situations in which a Bond or Bonds so insured are in default and situations
in which a Bond or Bonds so insured have deteriorated market prices resulting
from a significant risk of default. Since the Preinsured Bonds will reflect
the value of the related insurance, it is the present intention of the Sponsor
not to direct the Trustee to hold any of such Preinsured Bonds after the date
of termination. All proceeds received, less applicable expenses, from
insurance on defaulted Bonds not disposed of at the date of termination will
ultimately be distributed to Unitholders of record as of such date of
termination as soon as practicable after the date such defaulted Bond or Bonds
become due and applicable insurance proceeds have been received by the
Trustee. 

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

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

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

Unit Distribution. During the initial offering period, Units will be
distributed to the public by Underwriters, broker-dealers and others (see
"Underwriting") at the Public Offering Price, plus Purchased Interest, plus
interest accrued but unpaid from the First Settlement Date to the date of
settlement as described above under "Unitholder Explanations--Purchased and
Accrued Interest--Accrued Interest". Upon the completion of the initial
offering, Units repurchased in the secondary market, if any, may be offered by
this Prospectus at the secondary Public Offering Price, plus Purchased
Interest plus interest accrued to the date of settlement in the manner
described.

The Sponsor intends to qualify the Units for sale in a number of states.
Broker-dealers or others will be allowed a concession or agency commission in
connection with the distribution of Units during the initial offering period
of $30.00 per Unit for less than 100 Units, $36.00 per Unit for any single
transaction of 100 to 249 Units, $38.00 per Unit for any single transaction of
250 to 499 Units, $39.00 per Unit for any single transaction of 500 to 999
Units and $39.00 per Unit for any single transaction of 1,000 or more Units,
provided that such Units are acquired either from the Sponsor (in the case of
dealer transactions) or through the Sponsor (in the case of transactions
involving brokers or others). The increased concession or agency commission is
a result of the discount given to purchasers for quantity purchases. See
"Unitholder Explanations--Public Offering--General". Certain commercial banks
are making Units of the Fund available to their customers on an agency basis.
A portion of the sales charge paid by these customers (equal to the agency
commission referred to above) is retained by or remitted to the banks. Under
the Glass-Steagall Act, banks are prohibited from underwriting Units of the
Fund; however, the Glass-Steagall Act does permit certain agency transactions
and the banking regulators have not indicated that these particular agency
transactions are not 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. Any quantity discount (see
"Unitholder Explanations--Public Offering--General") provided to investors
will be borne by the selling dealer or agent. For secondary market
transactions, such concession or agency commission will amount to 70% of the
applicable sales charge as determined using the table found in "Unitholder
Explanations--Public Offering". 

To facilitate the handling of transactions during the initial offering period,
sales of Units shall normally be limited to transactions involving a minimum
of five Units. Further purchases may be made in multiples of one Unit. The
minimum purchase in the secondary market will be one Unit. 

The Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units and to change the amount of the concession or agency
commission to dealers and others from time to time. See "Underwriting". 

Sponsor and Underwriter Compensation. The Underwriters will receive a gross
sales commission equal to that percentage of the Public Offering Price of the
Units (excluding Purchased Interest) as indicated under "Unitholder
Explanations--Public Offering--Offering Price"less any reduced sales charges
for quantity purchases as described under "Unitholder Explanations--Public
Offering--General". 
   
The Sponsor will receive from the Underwriters the excess of such gross sales
commission over $35.00, $29.00, $27.00, $22.00 and $35.00 per Unit of any
Quality, IM-IT Limited Maturity, IM-IT Intermediate, IM-IT Short Intermediate
and other Insured Trusts, respectively, as of the Date of Deposit. In
connection with quantity sales to purchasers of any State Trust or National
Quality Trust the Underwriters will receive from the Sponsor commissions
totalling $37.00 per Unit for any single transaction of 100 to 249 Units,
$39.00 per Unit for any single transaction of 250 to 499 Units, $40.00 per
Unit for any single transaction of 500 to 999 Units and $39.00 per Unit for
any single transaction of 1,000 or more Units. In addition, A.G Edwards &
Sons, Inc. ("Edwards"), which acts as a Managing Underwriter of Units of the
various series of the National Quality Trust, will receive from the Sponsor
reimbursement for certain costs and further compensation in the amount of
$5.00 for each Unit it underwrites of the National Quality Trust. See
"Unitholder Explanations--Public Offering--General."Further, each Underwriter
who underwrites 1,000 or more Units in any Trust will receive additional
compensation from the Sponsor of $1.00 for each Unit it underwrites. In
addition, the Sponsor and certain of the Underwriters will realize a profit or
the Sponsor will sustain a loss, as the case may be, as a result of the
difference between the price paid for the Securities by the Sponsor and the
cost of such Securities to a Trust (which is based on the determination by
Interactive Data Services, Inc. of the aggregate offering price of the
underlying Securities in such Trust on the Date of Deposit). See
"Underwriting"and "Portfolio"for the applicable Trust and "Notes to
Portfolios". The Sponsor and the Underwriters may also realize profits or
sustain losses with respect to Securities deposited in each Trust which were
acquired by the Sponsor from underwriting syndicates of which they were
members. The Sponsor has participated as sole underwriter or as manager or as
a member of the underwriting syndicates from which none of the aggregate
principal amount of the Securities in the portfolios of the Fund were
acquired. The Underwriters may further realize additional profit or loss
during the initial offering period as a result of the possible fluctuations in
the market value of the Securities in each Trust after the Date of Deposit,
since all proceeds received from purchasers of Units (excluding dealer
concessions or agency commissions allowed, if any) will be retained by the
Underwriters. Affiliates of an Underwriter are entitled to the same dealer
concessions or agency commissions that are available to the Underwriter. 
    
As stated under "Unitholder Explanations--Public Offering--Market for Units",
the Sponsor intends to, and certain of the other Underwriters may, maintain a
secondary market for the Units of the Fund. In so maintaining a market, such
person or persons will also realize profits or sustain losses in the amount of
any difference between the price at which Units are purchased and the price at
which Units are resold (which price is based on the bid prices of the
Securities in such Trust and includes a sales charge). In addition, such
person or persons will also realize profits or sustain losses resulting from a
redemption of such repurchased Units at a price above or below the purchase
price for such Units, respectively. 

OTHER MATTERS 
   
Legal Opinions. The legality of the Units offered hereby and certain matters
relating to Federal, Colorado, Georgia and  New Mexico tax law have been
passed upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois
60603, as counsel for the Sponsor. Pitney, Hardin, Kipp & Szuch has acted as
special counsel to the Fund for New Jersey tax matters.    Tanner Propp &
Farber has acted as counsel for the Trustee and as special counsel to the Fund
for New York tax matters. None of the special counsel for the Fund has
expressed any opinion regarding the completeness or materiality of any matters
contained in this Prospectus other than the tax opinion set forth under "Tax
Status"relating to the Trust for which it has provided an opinion. 
    
Independent Certified Public Accountants. The statements of condition and the
related securities portfolios at the Date of Deposit included in this
Prospectus have been audited by Grant Thornton, independent certified public
accountants, as set forth in their report in this prospectus, and are included
herein in reliance upon the authority of said firm as experts in accounting
and auditing. 

FEDERAL TAX STATUS 

In the opinion of Chapman and Cutler, counsel for the Sponsor, under existing
law: 

Each Trust is not an association taxable as a corporation for Federal income
tax purposes and interest and accrued original issue discount on Bonds which
is excludable from gross income under the Internal Revenue Code of 1986 (the
"Code") will retain its status when distributed to Unitholders, except to the
extent such interest is subject to the alternative minimum tax, an additional
tax on branches of foreign corporations and the environmental tax (the
"Superfund Tax"), as noted below; 

Each Unitholder is considered to be the owner of a pro rata portion of the
respective Trust under subpart E, subchapter J of chapter 1 of the Code and
will have a taxable event when such Trust disposes of a Bond, or when the
Unitholder redeems or sells his Units. Unitholders must reduce the tax basis
of their Units for their share of accrued interest received by the respective
Trust, if any, on Bonds delivered after the Unitholders pay for their Units to
the extent that such interest accrued on such Bonds during the period from the
Unitholder's settlement date to the date such Bonds are delivered to the
respective Trust and, consequently, such Unitholders may have an increase in
taxable gain or reduction in capital loss upon the disposition of such Units.
Gain or loss upon the sale or redemption of Units is measured by comparing the
proceeds of such sale or redemption with the adjusted basis of the Units. If
the Trustee disposes of Bonds (whether by sale, payment on maturity,
redemption or otherwise), gain or loss is recognized to the Unitholder. The
amount of any such gain or loss is measured by comparing the Unitholder's pro
rata share of the total proceeds from such disposition with the Unitholder's
basis for his or her fractional interest in the asset disposed of. In the case
of a Unitholder who purchases Units, such basis (before adjustment for earned
original issue discount and amortized bond premium, if any) is determined by
apportioning the cost of the Units among each of the Trust assets ratably
according to value as of the date of acquisition of the Units. The tax cost
reduction requirements of the Code relating to amortization of bond premium
may, under some circumstances, result in the Unitholder realizing a taxable
gain when his Units are sold or redeemed for an amount equal to his original
cost; 

Any proceeds paid under an insurance policy or policies dated the Date of
Deposit, issued to an Insured Trust by AMBAC Indemnity, Financial Guaranty or
a combination thereof with respect to the Bonds which represent maturing
interest on defaulted obligations held by the Trustee will be excludable from
Federal gross income if, and to the same extent as, such interest would have
been so excludable if paid by the issuer of the defaulted obligations provided
that, at the time such policies are purchased, the amounts paid for such
policies are reasonable, customary and consistent with the reasonable
expectation that the issuer of the obligations, rather than the insurer, will
pay debt service on the obligations; and 

Any proceeds paid under individual policies obtained by issuers of Bonds which
represent maturing interest on defaulted obligations held by the Trustee will
be excludable from Federal gross income if, and to the same extent as, such
interest would have been excludable if paid in the normal course by the issuer
of the defaulted obligations provided that, at the time such policies are
purchased, the amounts paid for such policies are reasonable, customary and
consistent with the reasonable expectation that the issuer of the obligations,
rather than the insurer, will pay debt service on the obligations. 

Sections 1288 and 1272 of the Code provide a complex set of rules governing
the accrual of original issue discount. These rules provide that original
issue discount accrues either on the basis of a constant compound interest
rate or ratably over the term of the Bond, depending on the date the Bond was
issued. In addition, special rules apply if the purchase price of a Bond
exceeds the original issue price plus the amount of original issue discount
which would have previously accrued based upon its issue price (its "adjusted
issue price") to prior owners. The application of these rules will also vary
depending on the value of the Bond on the date a Unitholder acquires his Units
and the price the Unitholder pays for his Units. Investors with questions
regarding these Code sections should consult with their tax advisers. 

"The Revenue Reconciliation Act of 1993"(the "Tax Act") subjects tax-exempt
bonds to the market discount rules of the Code effective for bonds purchased
after April 30, 1993. In general, market discount is the amount (if any) by
which the stated redemption price at maturity exceeds an investor's purchase
price (except to the extent that such difference, if any, is attributable to
original issue discount not yet accrued). Market discount can arise based on
the price a Trust pays for Bonds or the price a Unitholder pays for his or her
Units. Under the Tax Act, accretion of market discount is taxable as ordinary
income; under prior law the accretion had been treated as capital gain. Market
discount that accretes while a Trust holds a Bond would be recognized as
ordinary income by the Unitholders when principal payments are received on the
Bond, upon sale or at redemption (including early redemption), or upon the
sale or redemption of his or her Units, unless a Unitholder elects to include
market discount in taxable income as it accrues. The market discount rules are
complex and Unitholders should consult their tax advisers regarding these
rules and their application. 

In the case of certain corporations, the alternative minimum tax and the
Superfund Tax for taxable years beginning after December 31, 1986 depends upon
the corporation's alternative minimum taxable income, which is the
corporation's taxable income with certain adjustments. One of the adjustment
items used in computing the alternative minimum taxable income and the
Superfund Tax of a corporation (other than an S Corporation, Regulated
Investment Company, Real Estate Investment Trust, or REMIC) is an amount equal
to 75% of the excess of such corporation's "adjusted current earnings"over an
amount equal to its alternative minimum taxable income (before such adjustment
item and the alternative tax net operating loss deduction). "Adjusted current
earnings"includes all tax exempt interest, including interest on all of the
Bonds in the Fund. Unitholders are urged to consult their tax advisers with
respect to the particular tax consequences to them including the corporate
alternative minimum tax, the Superfund Tax and the branch profits tax imposed
by Section 884 of the Code. 

Counsel for the Sponsor has also advised that under Section 265 of the Code,
interest on indebtedness incurred or continued to purchase or carry Units of a
Trust is not deductible for Federal income tax purposes. The Internal Revenue
Service has taken the position that such indebtedness need not be directly
traceable to the purchase or carrying of Units (however, these rules generally
do not apply to interest paid on indebtedness incurred to purchase or improve
a personal residence). Also, under Section 265 of the Code, certain financial
institutions that acquire Units would generally not be able to deduct any of
the interest expense attributable to ownership of such Units. Investors with
questions regarding this issue should consult with their tax advisers. 

In the case of certain of the Bonds in the Fund, the opinions of bond counsel
indicate that interest on such Bonds received by a "substantial user"of the
facilities being financed with the proceeds of these Bonds, or persons related
thereto, for periods while such Bonds are held by such a user or related
person, will not be excludible from Federal gross income, although interest on
such Bonds received by others would be excludible from Federal gross income.
"Substantial user"and "related person"are defined under U.S. Treasury
Regulations. Any person who believes that he or she may be a "substantial
user"or a "related person"as so defined should contact his or her tax adviser. 

In the opinion of Tanner Propp & Farber, special counsel to the Fund for New
York tax matters, under existing law, the Fund and each Trust are not
associations taxable as corporations and the income of each Trust will be
treated as the income of the Unitholders under the income tax laws of the
State and City of New York. 

All statements of law in the Prospectus concerning exclusion from gross income
for Federal, state or other tax purposes are the opinions of counsel and are
to be so construed. 

At the respective times of issuance of the Bonds, opinions relating to the
validity thereof and to the exclusion of interest thereon from Federal gross
income are rendered by bond counsel to the respective issuing authorities.
Neither the Sponsor nor Chapman and Cutler has made any special review for the
Fund of the proceedings relating to the issuance of the Bonds or of the basis
for such opinions. 

In the case of corporations, the alternative tax rate applicable to long-term
capital gains is 35%, effective for long-term capital gains realized in
taxable years beginning on or after January 1, 1993. For taxpayers other than
corporations, net capital gains are subject to a maximum marginal stated tax
rate of 28%. However, it should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect relative
differences at which ordinary income and capital gains are taxed. Under the
Code, taxpayers must disclose to the Internal Revenue Service the amount of
tax-exempt interest earned during the year. 

Section 86 of the Code, in general, provides that 50% of Social Security
benefits are includible in gross income to the extent that the sum of
"modified adjusted gross income"plus 50% of the Social Security benefits
received exceeds a "base amount". The base amount is $25,000 for unmarried
taxpayers, $32,000 for married taxpayers filing a joint return and zero for
married taxpayers who do not live apart at all times during the taxable year
and who file separate returns. Modified adjusted gross income is adjusted
gross income determined without regard to certain otherwise allowable
deductions and exclusions from gross income and by including tax-exempt
interest. To the extent that Social Security benefits are includible in gross
income, they will be treated as any other item of gross income. 

In addition, under the Tax Act, for taxable years beginning after December 31,
1993, up to 85% of Social Security benefits are includible in gross income to
the extent that the sum of "modified adjusted gross income"plus 50% of Social
Security benefits received exceeds an "adjusted base amount."The adjusted base
amount is $34,000 for unmarried taxpayers, $44,000 for married taxpayers
filing a joint return, and zero for married taxpayers who do not live apart at
all times during the taxable year and who file separate returns. 

Although tax-exempt interest is included in modified adjusted gross income
solely for the purpose of determining what portion, if any, of Social Security
benefits will be included in gross income, no tax-exempt interest, including
that received from a Trust, will be subject to tax. A taxpayer whose adjusted
gross income already exceeds the base amount or the adjusted base amount must
include 50% or 85%, respectively, of his Social Security benefits in gross
income whether or not he receives any tax-exempt interest. A taxpayer whose
modified adjusted gross income (after inclusion of tax-exempt interest) does
not exceed the base amount need not include any Social Security benefits in
gross income. 

For a discussion of the state tax status of income earned on Units of a Trust,
see "Tax Status"for the applicable Trust. Except as noted therein, the
exemption of interest on state and local obligations for Federal income tax
purposes discussed above does not necessarily result in exemption under the
income or other tax laws of any State or City. The laws of the several States
vary with respect to the taxation of such obligations. 

DESCRIPTION OF SECURITIES RATINGS 

Standard & Poor's Corporation. A Standard & Poor's Corporation ("Standard &
Poor's") corporate or municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific debt obligation.
This assessment of creditworthiness may take into consideration obligors such
as guarantors, insurers or lessees. 

The bond rating is not a recommendation to purchase or sell a security,
inasmuch as it does not comment as to market price. 

The ratings are based on current information furnished to Standard & Poor's by
the issuer and obtained by Standard & Poor's from other sources it considers
reliable. The ratings may be changed, suspended or withdrawn as a result of
changes in, or unavailability of, such information. 

The ratings are based, in varying degrees, on the following considerations:

I. Likelihood of default--capacity and willingness of the obligor as to the
timely payment of interest and repayment of principal in accordance with the
terms of the obligation. 

II. Nature of and provisions of the obligation. 

III. Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization or other arrangements under the laws of
bankruptcy and other laws affecting creditors' rights. 

AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest. 

AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree. 

A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions. 

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories. 

Plus (+) or Minus (-): To provide more detailed indications of credit quality,
the ratings from "AA"to "BBB"may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories. 

Provisional Ratings: A provisional rating ("p") assumes the successful
completion of the project being financed by the issuance of the bonds being
rated and indicates that payment of debt service requirements is largely or
entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to
completion, makes no comment on the likelihood of, or the risk of default upon
failure of, such completion. Accordingly, the investor should exercise his own
judgment with respect to such likelihood and risk. 

Moody's Investors Service, Inc. A brief description of the applicable Moody's
Investors Service, Inc. ("Moody's") rating symbols and their meanings follows: 

Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge". Interest payments are protected by a large, or by an exceptionally
stable, margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues. With the occasional
exception of oversupply in a few specific instances, the safety of obligations
of this class is so absolute that their market value is affected solely by
money market fluctuations. 

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities. These Aa bonds are high grade, their market value virtually immune
to all but money market influences, with the occasional exception of
oversupply in a few specific instances. 

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as higher medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future. The market value of A-rated bonds may be influenced to some degree by
credit circumstances during a sustained period of depressed business
conditions. During periods of normalcy, bonds of this quality frequently move
in parallel with Aaa and Aa obligations, with the occasional exception of
oversupply in a few specific instances. 

Baa--Bonds which are rated Baa are considered as medium grade obligations;
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. 

Moody's bond rating symbols may contain numerical modifiers of a generic
rating classification. The modifier 1 indicates that the bond ranks at the
high end of its category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its generic
rating category. 

Con--Bonds for which the security depends upon the completion of some act or
the fulfillment of some condition are rated conditionally. These are bonds
secured by (a) earnings of projects under construction, (b) earnings of
projects unseasoned in operating experience, (c) rentals which begin when
facilities are completed, or (d) payments to which some other limiting
condition attaches. Parenthetical rating denotes probable credit stature upon
completion of construction or elimination of basis of condition.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 
   
To the Board of Directors of Van Kampen Merritt Inc. and the Unitholders of
Insured Municipals Income Trust and Investors' Quality Tax-Exempt Trust,
Multi-Series 232 (Colorado IM-IT, Georgia IM-IT, New Jersey IM-IT, New Mexico
IM-IT and National Quality Trusts): 

We have audited the accompanying statements of condition and the related
portfolios of Insured Municipals Income Trust and Investors' Quality
Tax-Exempt Trust, Multi-Series 232 (Colorado IM-IT, Georgia IM-IT, New Jersey
IM-IT, New Mexico IM-IT and National Quality Trusts) as of September 15, 1994.
The statements of condition and portfolios are the responsibility of the
Sponsor. Our responsibility is to express an opinion on such financial
statements based on our audit. 
    
We conducted our audit 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 irrevocable letters of credit deposited to
purchase tax-exempt securities by correspondence with the Trustee. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. We believe our audit provides 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 Insured Municipals Income
Trust and Investors' Quality Tax-Exempt Trust, Multi-Series 232 (Colorado
IM-IT, Georgia IM-IT, New Jersey IM-IT, New Mexico IM-IT and National Quality
Trusts) as of September 15, 1994, in conformity with generally accepted
accounting principles. 





Chicago, Illinois                                        GRANT THORNTON 

September 15, 1994
    

   
<TABLE>
INSURED MUNICIPALS INCOME TRUST
             and
INVESTORS' QUALITY TAX-EXEMPT TRUST
      MULTI-SERIES 232
   Statements of Condition
           As of 
      September 15, 1994

<CAPTION>
INVESTMENT IN SECURITIES                                    Colorado      Georgia       New Jersey   
                                                            IM-IT Trust   IM-IT Trust   IM-IT Trust  
<S>                                                         <C>           <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   2,955,008 $   2,979,548 $   2,962,742
Accrued interest to the First Settlement Date <F1><F4>.....        53,151        45,633        54,092
Total...................................................... $   3,008,159 $   3,025,181 $   3,016,834
LIABILITY AND INTEREST OF UNITHOLDERS                                                                
                                                                                                     
Liability-- ...............................................                                          
 Accrued interest payable to Sponsor <F1><F4>               $      23,405 $      14,695 $      23,478
Interest of Unitholders-- .................................                                          
Cost to investors <F3>.....................................     3,137,000     3,164,000     3,146,000
Less: Gross underwriting commission <F3>...................       152,246       153,514       152,644
Net interest to Unitholders <F1><F3><F4>...................     2,984,754     3,010,486     2,993,356
Total...................................................... $   3,008,159 $   3,025,181 $   3,016,834

<FN>
<F1>The aggregate value of the Securities listed under "Portfolio"for each Trust
herein, and their cost to such Trust are the same. The value of the Securities
is determined by Interactive Data Services, Inc. on the bases set forth under
"Unitholder Explanations--Public Offering--Offering Price". The contracts to
purchase tax-exempt Securities are collateralized by irrevocable letters of
credit which have been deposited with the Trustee in and for the following
amounts: 
</TABLE>
    

<TABLE>
<CAPTION>
                                                                    Accrued   
                                        Principal     Offering      Interest to 
                          Amount of     Amount of     Price of      Expected  
                          Letter of     Bonds Under   Bonds Under   Delivery  
                          Credit        Contracts     Contracts     Dates     
<S>                       <C>           <C>           <C>           <C>       
Colorado IM-IT Trust..... $   3,006,390 $   3,150,000 $   2,955,008 $   51,382
Georgia IM-IT Trust...... $   3,022,629 $   3,100,000 $   2,979,548 $   43,081
New Jersey IM-IT Trust... $   3,015,866 $   3,130,000 $   2,962,742 $   53,124



<FN>
<F1>Insurance coverage providing for timely payment, when due, of all principal
and interest on the Bonds in the Insured Trusts has been obtained either by
such Trusts, by a prior owner of the Bonds, by the Sponsor prior to the
deposit of such Bonds or by the issuers of the Bonds involved. Such insurance
does not guarantee the market value of the Bonds or the value of the Units.
The insurance obtained by the Insured Trusts is effective only while Bonds
thus insured are held in such Trusts. Neither the bid nor offering prices of
the underlying Bonds or of the Units, absent situations in which bonds are in
default in payment of principal or interest or in significant risk of such
default, include value, if any, attributable to the insurance obtained by such
Trusts. 

<F2>The aggregate public offering price (exclusive of interest) and the aggregate
sales charge are computed on the bases set forth under "Unitholder
Explanations--Public Offering--Offering Price"and "Trust
Administration--General--Sponsor and Underwriter Profits"and assume all single
transactions involve less than 100 Units. For single transactions involving
100 or more Units, the sales charge is reduced (see "Unitholder
Explanations--Public Offering--General") resulting in an equal reduction in
both the Cost to investors and the Gross underwriting commission while the Net
interest to Unitholders remains unchanged. 

<F3>Accrued interest on the underlying Securities represents the interest accrued
as of the First Settlement Date from the later of the last payment date on the
Securities or the date of issuance thereof. The Trustee may advance to the
Trust a portion of the accrued interest on the underlying Securities for
distribution to the Sponsor as the Unitholder of record as of the First
Settlement Date. A portion of the accrued interest ("Purchased Interest") on
the underlying Securities, as indicated under "Summary of Essential Financial
Information", is payable by investors and is included in the Public Offering
Price. Purchased Interest is the difference between Accrued interest to the
First Settlement Date and Accrued interest payable to Sponsor.
</TABLE>

   
<TABLE>
INSURED MUNICIPALS INCOME TRUST
              and
INVESTORS' QUALITY TAX-EXEMPT TRUST
       MULTI-SERIES 232
   Statements of Condition (Continued)
             As of 
        September 15, 1994

<CAPTION>
INVESTMENT IN SECURITIES                                    New Mexico    National     
                                                            IM-IT Trust   Quality Trust
<S>                                                         <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   3,162,265 $   4,848,005
Accrued interest to the First Settlement Date <F1><F4>.....        44,932        40,217
Total...................................................... $   3,207,197 $   4,888,222
LIABILITY AND INTEREST OF UNITHOLDERS                                                  
                                                                                       
Liability-- ...............................................                            
 Accrued interest payable to Sponsor <F1><F4>               $      12,119 $          --
Interest of Unitholders-- .................................                            
Cost to investors <F3>.....................................     3,358,000     5,138,000
Less: Gross underwriting commission <F3>...................       162,922       249,778
Net interest to Unitholders <F1><F3><F4>...................     3,195,078     4,888,222
Total...................................................... $   3,207,197 $   4,888,222


<FN>
<F1>The aggregate value of the Securities listed under "Portfolio"for each Trust
herein, and their cost to such Trust are the same. The value of the Securities
is determined by Interactive Data Services, Inc. on the bases set forth under
"Unitholder Explanations--Public Offering--Offering Price". The contracts to
purchase tax-exempt Securities are collateralized by irrevocable letters of
credit which have been deposited with the Trustee in and for the following
amounts: 
</TABLE>
    

<TABLE>
<CAPTION>
                                                                    Accrued   
                                        Principal     Offering      Interest to 
                          Amount of     Amount of     Price of      Expected  
                          Letter of     Bonds Under   Bonds Under   Delivery  
                          Credit        Contracts     Contracts     Dates     
<S>                       <C>           <C>           <C>           <C>       
New Mexico IM-IT Trust... $   3,203,369 $   3,250,000 $   3,162,265 $   41,104
National Quality Trust... $   4,888,013 $   5,025,000 $   4,848,005 $   40,008
</TABLE>




Insurance coverage providing for timely payment, when due, of all principal
and interest on the Bonds in the Insured Trusts has been obtained either by
such Trusts, by a prior owner of the Bonds, by the Sponsor prior to the
deposit of such Bonds or by the issuers of the Bonds involved. Such insurance
does not guarantee the market value of the Bonds or the value of the Units.
The insurance obtained by the Insured Trusts is effective only while Bonds
thus insured are held in such Trusts. Neither the bid nor offering prices of
the underlying Bonds or of the Units, absent situations in which bonds are in
default in payment of principal or interest or in significant risk of such
default, include value, if any, attributable to the insurance obtained by such
Trusts. 

The aggregate public offering price (exclusive of interest) and the aggregate
sales charge are computed on the bases set forth under "Unitholder
Explanations--Public Offering--Offering Price"and "Trust
Administration--General--Sponsor and Underwriter Profits"and assume all single
transactions involve less than 100 Units. For single transactions involving
100 or more Units, the sales charge is reduced (see "Unitholder
Explanations--Public Offering--General") resulting in an equal reduction in
both the Cost to investors and the Gross underwriting commission while the Net
interest to Unitholders remains unchanged. 

Accrued interest on the underlying Securities represents the interest accrued
as of the First Settlement Date from the later of the last payment date on the
Securities or the date of issuance thereof. The Trustee may advance to the
Trust a portion of the accrued interest on the underlying Securities for
distribution to the Sponsor as the Unitholder of record as of the First
Settlement Date. A portion of the accrued interest ("Purchased Interest") on
the underlying Securities, as indicated under "Summary of Essential Financial
Information", is payable by investors and is included in the Public Offering
Price. Purchased Interest is the difference between Accrued interest to the
First Settlement Date and Accrued interest payable to Sponsor.

EQUIVALENT TAXABLE ESTIMATED CURRENT RETURN TABLES 

As of the date of this prospectus, the following tables show the approximate
taxable estimated current returns for individuals that are equivalent to
tax-exempt estimated current returns under combined Federal and State taxes
(where applicable) using the published Federal and State tax rates (where
applicable) scheduled to be in effect in 1994. They incorporate increased tax
rates for higher income taxpayers that were included in the Revenue
Reconciliation Act of 1993. These tables illustrate approximately what you
would have to earn on taxable investments to equal the tax-exempt estimated
current return in your income tax bracket. For cases in which more than one
State bracket falls within a Federal bracket, the highest State bracket is
combined with the Federal bracket. The combined State and Federal tax rates
shown reflect the fact that State tax payments are currently deductible for
Federal tax purposes. The tables do not show the approximate taxable estimated
current returns for individuals that are subject to the alternative minimum
tax. The taxable equivalent estimated current returns may be somewhat higher
than the equivalent returns indicated in the following tables for those
individuals who have adjusted gross incomes in excess of $111,800. The tables
do not reflect the effect of limitations on itemized deductions and the
deduction for personal exemptions. They were designed to phase out certain
benefits of these deductions for higher income taxpayers. These limitations,
in effect, raise the marginal maximum Federal tax rate to approximately 44
percent for taxpayers filing a joint return and entitled to four personal
exemptions and to approximately 41 percent for taxpayers filing a single
return entitled to only one personal exemption. These limitations are subject
to certain maximums, which depend on the number of exemptions claimed and the
total amount of the taxpayer's itemized deductions. For example, the
limitation on itemized deductions will not cause a taxpayer to lose more than
80% of his allowable itemized deductions, with certain exceptions. See "Other
Matters--Federal Tax Status"for a more detailed discussion of recent Federal
tax legislation, including a discussion of provisions affecting corporations. 


   
COLORADO

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                               Tax-Exempt Estimated Current Return 
    Single                   Joint          Tax             
    Return                   Return       Bracket       5%       5 1/2%     6%      6 1/2%    7%       7 1/2%    8%
                                                                           Equivalent Taxable Estimated Current Return 
<S>                  <C>                  <C>          <C>      <C>      <C>       <C>       <C>       <C>       <C>      
$0 -  22.80          $        0 -  38.00  19.3   %     6.20%    6.82%     7.43%     8.05%     8.67%     9.29%    9.91%
 22.80 -  55.10           38.00 -  91.90  31.6         7.31     8.04      8.77      9.50     10.23     10.96     11.70 
 55.10 - 115.00           91.90 - 140.00  34.5         7.63     8.40      9.16      9.92     10.69     11.45     12.21 
 115.00 - 250.00         140.00 - 250.00  39.2         8.22     9.05      9.87     10.69     11.51     12.34     13.16 
 Over 250.00                 Over 250.00  42.6         8.71     9.58     10.45     11.32     12.20     13.07     13.94 
</TABLE>



GEORGIA



<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                               Tax-Exempt Estimated Current Return 
    Single                   Joint          Tax             
    Return                   Return       Bracket       5%       5 1/2%     6%      6 1/2%    7%       7 1/2%    8%
                                                                           Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>      <C>     <C>      <C>      <C>      <C>      <C>      <C> 
$         0 - 22.80  $         0 - 38.00     20.1%    6.88%    7.51%    8.14%    8.76%    9.39%   10.01%   10.64%
      22.80 - 55.10        38.00 - 91.90     32.3     8.12     8.86     9.60    10.34    11.08    11.82    12.56 
     55.10 - 115.00       91.90 - 140.00     35.1     8.47     9.24    10.02    10.79    11.56    12.33    13.10 
    115.00 - 250.00      140.00 - 250.00     39.8     9.14     9.97    10.80    11.63    12.46    13.29    14.12 
        Over 250.00          Over 250.00     43.2     9.68    10.56    11.44    12.32    13.20    14.08    14.96 
</TABLE>


NEW JERSEY



<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                               Tax-Exempt Estimated Current Return 
    Single                   Joint          Tax             
    Return                   Return       Bracket      5 1/2%     6%      6 1/2%    7%        7 1/2%    8%       8 1/2%
                                                                           Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>       <C>      <C>       <C>       <C>       <C>       <C>      <C> 
$0 -  22.80          $        0 -  38.00     17.1%     6.63%     7.24%     7.84%     8.44%     9.05%     9.65%   10.25%
 22.80 -  55.10           38.00 -  91.90     32.7      8.17      8.92      9.66     10.40     11.14     11.89    12.63 
                          91.90 - 140.00     35.5      8.53      9.30     10.08     10.85     11.63     12.40    13.18 
 55.10 - 115.00                              35.8      8.57      9.35     10.12     10.90     11.68     12.46    13.24 
 115.00 - 250.00         140.00 - 250.00     40.5      9.24     10.08     10.92     11.76     12.61     13.45    14.29 
 Over 250.00                 Over 250.00     43.8      9.79     10.68     11.57     12.46     13.35     14.23    15.12 
</TABLE>



NEW MEXICO

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                               Tax-Exempt Estimated Current Return 
    Single                   Joint          Tax             
    Return                   Return       Bracket      5 1/2%   6%      6 1/2%    7%      7 1/2%   8%       8 1/2%
                                                                           Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>       <C>     <C>      <C>      <C>      <C>      <C>      <C>
$0 - 22.80                                   19.9%     6.87%    7.49%    8.11%    8.74%    9.36%    9.99%   10.61%
                     $         0 - 38.00     20.9      6.95     7.59     8.22     8.85     9.48    10.11    10.75    
 22.80 - 55.10             38.00 - 91.90     34.1      8.35     9.10     9.86    10.62    11.38    12.14    12.90    
 55.10 - 115.00           91.90 - 140.00     36.9      8.72     9.51    10.30    11.09    11.89    12.68    13.47    
 115.00 - 250.00         140.00 - 250.00     41.4      9.39    10.24    11.09    11.95    12.80    13.65    14.51    
 Over 250.00                 Over 250.00     44.7      9.95    10.85    11.75    12.66    13.56    14.47    15.37    
</TABLE>


NATIONAL

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                               Tax-Exempt Estimated Current Return 
    Single                   Joint          Tax             
    Return                   Return       Bracket      5 1/2%  6%      6 1/2%    7%      7 1/2%   8%       8 1/2%
                                                                           Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>       <C>     <C>     <C>      <C>      <C>      <C>      <C> 
$0 - 22.80           $         0 - 38.00     15%       6.47%   7.06%    7.65%    8.24%    8.82%    9.41%   10.00 %
 22.80 - 55.10             38.00 - 91.90     28        7.64    8.33     9.03     9.72    10.42    11.11    11.81    
 55.10 - 115.00           91.90 - 140.00     31        7.97    8.70     9.42    10.14    10.87    11.59    12.32    
 115.00 - 250.00         140.00 - 250.00     36        8.59    9.38    10.16    10.94    11.72    12.50    13.28    
 Over 250.00                 Over 250.00     39.6      9.11    9.93    10.76    11.59    12.42    13.25    14.07    
</TABLE>
    

A comparison of tax-free and equivalent taxable estimated current returns with
the returns on various taxable investments is one element to consider in
making an investment decision. The Sponsor may from time to time in its
advertising and sales materials compare the then current estimated returns on
the Trusts and returns over specified periods on other similar Van Kampen
Merritt sponsored unit investment trusts with returns on taxable investments
such as corporate or U.S. Government bonds, bank CDs and money market accounts
or money market funds, each of which has investment characteristics that may
differ from those of the Trusts. U.S. Government bonds, for example, are
backed by the full faith and credit of the U.S. Government and bank CDs and
money market accounts are insured by an agency of the federal government.
Money market accounts and money market funds provide stability of principal,
but pay interest at rates that vary with the condition of the short-term debt
market. The investment characteristics of the Trusts are described more fully
elsewhere in this Prospectus. 

ESTIMATED CASH FLOWS TO UNITHOLDERS 

The tables below set forth the per Unit estimated distributions of interest,
principal and rebates of Purchased Interest to Unitholders. The tables assume
no changes in expenses, no changes in the current interest rates, no
exchanges, redemptions, sales or prepayments of the underlying Securities
prior to maturity or expected retirement date and the receipt of principal
upon maturity or expected retirement date. To the extent the foregoing
assumptions change actual distributions will vary. 
   
Colorado IM-IT Trust

Monthly

<TABLE>
<CAPTION>
                                                                      Estimated              
                                              Estimated  Estimated    Purchased  Estimated   
Distribution Dates                            Interest   Principal    Interest   Total       
(Each Month)                                  Distribution Distribution Rebate     Distribution
<S>          <C>      <C>            <C>      <C>        <C>          <C>        <C>         
November     1994                             $5.91                              $  5.91       
December     1994     - November     2002      4.55                                 4.55       
December     2002                              4.55      $159.38      $1.66       165.59     
January      2003     - November     2004      3.73                                 3.73       
December     2004                              3.29       159.39       1.70       164.38     
January      2005     - December     2012      2.90                                 2.90       
January      2013                              2.48       159.39       1.59       163.46     
February     2013     - November     2013      2.12                                 2.12       
December     2013                              2.12        63.75        .64        66.51      
January      2014     - November     2015      1.81                                 1.81       
December     2015                              1.81        47.81                   49.62      
January      2016     - May          2018      1.80                                 1.80       
June         2018                              1.80       159.40       1.46       162.66     
July         2018     - November     2020      1.11                                 1.11       
December     2020                               .69       159.39       1.63       161.71     
January      2021     - November     2023       .33                                  .33        
December     2023                               .33        95.63        .80        96.76      
</TABLE>




Georgia IM-IT Trust

Monthly 



<TABLE>
<CAPTION>
                                                                        Estimated              
                                                Estimated  Estimated    Purchased  Estimated   
Distribution Dates                              Interest   Principal    Interest   Total       
(Each Month)                                    Distribution Distribution Rebate     Distribution
<S>           <C>      <C>             <C>      <C>        <C>          <C>        <C>         
November      1994                              $6.11                              $  6.11       
December      1994     - November      2004      4.70                                 4.70       
December      2004                               4.70      $ 79.01       $.82        84.53      
January       2005     - December      2005      4.30                                 4.30       
January       2006                               4.30       158.03       1.71       164.04     
February      2006     - May           2006      3.46                                 3.46       
June          2006                               3.46       158.02       1.64       163.12     
July          2006     - September     2018      2.66                                 2.66       
October       2018                               2.66        79.02        .72        82.40      
November      2018     - December      2019      2.30                                 2.30       
January       2020                               2.30       189.63       1.74       193.67     
February      2020     - July          2023      1.46                                 1.46       
August        2023                               1.46       158.03       1.45       160.94     
September     2023     - March         2026       .75                                  .75        
April         2026                                .75       158.03       1.70       160.48     
</TABLE>


   

New Jersey IM-IT Trust

Monthly



<TABLE>
<CAPTION>
                                                                       Estimated              
                                               Estimated  Estimated    Purchased  Estimated   
Distribution Dates                             Interest   Principal    Interest   Total       
(Each Month)                                   Distribution Distribution Rebate     Distribution
<S>          <C>      <C>             <C>      <C>        <C>          <C>        <C>         
November     1994                              $6.10                              $ 6.10       
December     1994     - June          2006      4.70                                4.70       
July         2006                               4.70      $ 73.10      $.76        78.56      
August       2006     - February      2019      4.32                                4.32       
March        2019                               3.90       158.94      1.62       164.46     
April        2019     - November      2020      3.53                                3.53       
December     2020                               3.53       158.93      1.46       163.92     
January      2021     - September     2021      2.82                                2.82       
October      2021                               2.82        79.46       .68        82.96      
November     2021     - June          2024      2.49                                2.49       
July         2024                               2.49       317.87      3.08       323.44     
August       2024     - November      2025       .98                                 .98        
December     2025                                .98        47.68       .48        49.14      
January      2026     - May           2031       .75                                 .75        
June         2031                                .75       158.93      1.65       161.33     
</TABLE>


    

New Mexico IM-IT Trust

Monthly 



<TABLE>
<CAPTION>
                                                                      Estimated              
                                              Estimated  Estimated    Purchased  Estimated   
Distribution Dates                            Interest   Principal    Interest   Total       
(Each Month)                                  Distribution Distribution Rebate     Distribution
<S>          <C>      <C>            <C>      <C>        <C>          <C>        <C>         
November     1994                             $6.08                              $  6.08       
December     1994     - May          2004      4.68                                 4.68       
June         2004                              4.68      $148.89      $1.56       155.13     
July         2004     - December     2004      3.91                                 3.91       
January      2005                              3.50       148.90       1.58       153.98     
February     2005     - June         2015      3.14                                 3.14       
July         2015                              3.14        74.45        .74        78.33      
August       2015     - December     2016      2.77                                 2.77       
January      2017                              2.77       148.90       1.35       153.02     
February     2017     - June         2017      2.12                                 2.12       
July         2017                              2.12       148.90       1.37       152.39     
August       2017     - May          2023      1.47                                 1.47       
June         2023                              1.47       148.89       1.46       151.82     
July         2023     - December     2024       .76                                  .76        
January      2025                               .76       148.90       1.71       151.37     
</TABLE>



National Quality Trust

Monthly

<TABLE>
<CAPTION>
                                                                        Estimated              
                                                Estimated  Estimated    Purchased  Estimated   
Distribution Dates                              Interest   Principal    Interest   Total       
(Each Month)                                    Distribution Distribution Rebate     Distribution
<S>           <C>      <C>             <C>      <C>        <C>          <C>        <C>         
November      1994                              $6.51                              $   6.51       
December      1994     - June          2006      5.01                                  5.01       
July          2006                               5.01      $ 97.31      $ .82        103.14     
August        2006     - September     2006      4.48                                  4.48       
October       2006                               4.48       194.63       1.64        200.75     
November      2006     - July          2019      3.42                                  3.42       
August        2019                               3.42       102.18        .80        106.40     
September     2019     - August        2022      2.90                                  2.90       
September     2022                               2.62        97.31        .81        100.74     
October       2022     - December      2022      2.38                                  2.38       
January       2023                               2.38        97.32        .73        100.43     
February      2023     - November      2023      1.90                                  1.90       
December      2023                               1.90        97.31        .72         99.93      
January       2024     - August        2024      1.43                                  1.43       
September     2024                               1.16        97.31        .80         99.27      
October       2024     - February      2027       .92                                   .92        
March         2027                                .92        97.32        .71         98.95      
April         2027     - June          2027       .46                                   .46        
July          2027                                .18        97.31        .80         98.29      
</TABLE>
    


No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the
Fund, the Sponsor or the Underwriters. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, securities in any state
to any person to whom it is not lawful to make such offer in such state.


Title                                            Page

INTRODUCTION                                      2
SUMMARY OF ESSENTIAL FINANCIAL INFORMATION        3
UNITHOLDER EXPLANATIONS                           7
Settlement of Bonds in the Trusts                 7
The Fund                                          7
Objectives and Securities Selection               8
Risk Factors                                      9
Replacement Bonds                                12
Bond Redemptions                                 12
Distributions                                    13
Certificates                                     13
Estimated Current Returns and Estimated 
  Long-Term Returns                              13
Interest Earning Schedule                        14
Calculation of Estimated Net Annual Interest 
  Income                                         14
Purchased and Accrued Interest                   14
Purchased Interest                               14
Accrued Interest                                 15
Public Offering                                  15
General                                          15
Offering Price                                   17
Market for Units                                 18
Distributions of Interest and Principal          18
Reinvestment Option                              19
Redemption of Units                              19
Reports Provided                                 20
Insurance on the Bonds in the Insured Trusts     21
   
COLORADO IM-IT TRUST                             28
GEORGIA IM-IT TRUST                              33
NEW JERSEY IM-IT TRUST                           38
NEW MEXICO IM-IT TRUST                           44
NATIONAL QUALITY TRUST                           48
    
NOTES TO PORTFOLIOS                              51
UNDERWRITING                                     53
TRUST ADMINISTRATION                             56
Fund Administration and Expenses                 56
Sponsor                                          56
Compensation of Sponsor and Evaluator            59
Trustee                                          60
Trustee's Fee                                    60
Portfolio Administration                         61
Sponsor Purchases of Units                       61
Insurance Premiums                               62
Miscellaneous Expenses                           62
General                                          62
Amendment or Termination                         62
Limitation on Liabilities                        63
Unit Distribution63
Sponsor and Underwriter Compensation             64
OTHER MATTERS                                    65
Legal Opinions                                   65
Independent Certified Public Accountants         65
FEDERAL TAX STATUS                               65
DESCRIPTION OF SECURITIES RATINGS                68
REPORT OF INDEPENDENT CERTIFIED PUBLIC 
  ACCOUNTANTS                                    69
STATEMENTS OF CONDITION                          70
EQUIVALENT TAXABLE ESTIMATED CURRENT RETURN 
  TABLES                                         72
ESTIMATED CASH FLOWS TO UNITHOLDERS              74

This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Fund has 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
hereby made. 

(R)denotes a registered trademark of Van Kampen Merritt Inc.

   
September 15, 1994

Insured Municipals
Income Trust
and
Investors' Quality Tax-
Exempt Trust,
Multi-Series 232

Colorado IM-IT 70
Georgia IM-IT 72
New Jersey IM-IT 96
New Mexico IM-IT 15
National Quality 87

    

Van Kampen Merritt

Investing with a Sense of Direction

One Parkview Plaza
Oakbrook Terrace, Illinois 60181




                   Contents of Registration Statement
  
  This Amendment of Registration Statement comprises the following papers
  and documents:
      The facing sheet and the Cross-Reference sheet
      The Prospectus and the signatures
      The consents of independent public accountants, ratings services
      and legal counsel
  
  The following exhibits:
  
  1.1 Copy of Trust Agreement.
  
  1.4  Copy  of  Municipal  Bond  Investment
       Trust  Insurance  Policy  issued by  AMBAC  Indemnity  Corporation
       Company  and/or  Financial  Guaranty Insurance  Company  for  each
       Insured Trust.
  
  1.5  Form of Master Agreement Among Underwriters.
  
  3.1  Opinion  and consent of counsel as to legality of securities  being
       registered.
  
  3.2  Opinion  of counsel as to the Federal,
       Colorado,  Georgia and New Mexico income tax status of  securities
       being registered.
  
  3.3  Opinion and consent of counsel as to New York income tax status  of
       the Fund under New York law.
  
  3.4  Opinion  and  consent of counsel as to income tax  status  to  New
       Jersey residents of Units of the New Jersey IM-IT Trust.
  
  4.1  Consent of Interactive Data Services, Inc.
  
  4.2  Consent  of  Standard  & Poor's Corporation  with  respect  to  the
       Insured Trusts.
  
  4.3  Consent of Grant Thornton.
                               Signatures
     
     The  Registrant,  Insured  Municipals Income  Trust  and  Investors'
Quality  Tax-Exempt  Trust, Multi-Series 232, hereby  identifies  Insured
Municipals  Income Trust and Investors' Quality Tax-Exempt Trust,  Multi-
Series  189  and  Multi-Series 213 for purposes  of  the  representations
required by Rule 487 and represents the following: (1) that the portfolio
securities  deposited in the series as to the securities  of  which  this
Registration Statement is being filed do not differ materially in type or
quality from those deposited in such previous series; (2) that, except to
the  extent  necessary  to  identify the  specific  portfolio  securities
deposited  in,  and to provide essential financial information  for,  the
series  with  respect  to  the  securities  of  which  this  Registration
Statement  is being filed, this Registration Statement does  not  contain
disclosures  that differ in any material respect from those contained  in
the  registration statements for such previous series  as  to  which  the
effective  date  was determined by the Commission or the staff;  and  (3)
that it has complied with Rule 460 under the Securities Act of 1933.
     
     Pursuant  to  the requirements of the Securities Act  of  1933,  the
Registrant,  Insured Municipals Income Trust and Investors' Quality  Tax-
Exempt  Trust,  Multi-Series 232 has duly caused this  Amendment  to  the
Registration  Statement to be signed on its behalf  by  the  undersigned,
thereunto  duly authorized, in the City of Chicago and State of  Illinois
on the 15th day of September, 1994.

                                    Insured Municipals Income Trust and
                                       Investors' Quality Tax-Exempt
                                       Trust, Multi-Series 232
                                    
                                    By Van Kampen Merritt Inc.
                                    
                                    By Sandra A. Waterworth
                                       Vice President
     
     Pursuant  to  the requirements of the Securities Act of  1933,  this
Amendment  to  the Registration Statement has been signed  below  by  the
following persons, in the capacities indicated on September 15, 1994.

 Signature               Title

John C. Merritt    Chairman, Chief Executive   )
                     Officer and Director      )

William R. Rybak   Senior Vice President and   )
                     Chief Financial Officer   )

Ronald A. Nyberg   Director                    )

William R. Molinari    Director                )

Sandra A. Waterworth
(Attorney-in-fact*)

* A copy of each of the related powers of attorney was
  filed with the Securities and Exchange Commission in connection with
  the Registration Statement on Form S-6 of Insured Municipals Income
  Trust and Investors' Quality Tax-Exempt Trust, Multi-Series 203 (File
  No. 33-65744) and the same are hereby incorporated herein by this
  reference.


                                                            Exhibit 1.1
                                   --
                   Insured Municipals Income Trust and
                   Investors' Quality Tax-Exempt Trust
                            Multi-Series 232
                                    
                             Trust Agreement
                                    
                                                  Dated: September 15,
1994
     
     This Trust Agreement between Van Kampen Merritt Inc., as Depositor,
American Portfolio Evaluation Services, a division of Van Kampen Merritt
Investment Advisory Corp., as Evaluator, and The Bank of New York, as
Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "Insured Municipals
Income Trust and Investors' Quality Tax-Exempt Trust, Standard Terms and
Conditions of Trust, Effective August 26, 1987 for Multi-Series 59 and
Subsequent Series" (herein called the "Standard Terms and Conditions of
Trust"), and such provisions as are set forth in full and such provisions
as are incorporated by reference constitute a single instrument.  All
references herein to Articles and Sections are to Articles and Sections
of the Standard Terms and Conditions of Trust.
                                    
                            Witnesseth That:
     
     In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
                                    
                                 Part I
                                    
                 Standard Terms and Conditions of Trust
     
     Subject to the provisions of Part II hereof, all the provisions
contained in the Standard Terms and Conditions of Trust are herein
incorporated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though said
provisions had been set forth in full in this instrument.
                                    
                                 Part II
                                    
                  Special Terms and Conditions of Trust
     
     The following special terms and conditions are hereby agreed to:
     
          (a)    The  Bonds  defined in Section 1.01(4),  listed  in  the
     Schedules hereto, have been deposited in the Trusts under this Trust
     Agreement.
     
          (b)   The fractional undivided interest in and ownership of the
     various  Trusts represented by each Unit thereof is the  amount  set
     forth  under  "Summary of Essential Financial Information-Fractional
     Undivided Interest in the Trust per Unit" in the Prospectus.
     
          (c)    The approximate amounts, if any, which the Trustee shall
     be  required to advance out of its own funds and cause to be paid to
     the  Depositor pursuant to Section 3.05 shall be the amount per Unit
     that the Trustee agreed to reduce its fee or pay Trust expenses  set
     forth  in the footnotes to the "Per Unit Information" for each Trust
     in  the  Prospectus times the number of units in such Trust referred
     to in Part II (b) of this Trust Agreement.
     
         (d)   The First General Record Date and the amount of the second
     distribution of funds from the Interest Account of each Trust  shall
     be the record date for the Interest Account and the amount set forth
     under "Interest Earning Schedule" in the Prospectus.
     
          (e)    The  First Settlement Date shall be the date  set  forth
     under  "Summary of Essential Financial Information-First  Settlement
     Date" in the Prospectus.
     
          (f)    Any monies held to purchase "when issued" bonds will  be
     held in noninterest bearing accounts.
     
          (g)    The  Evaluation Time for purpose of  sale,  purchase  or
     redemption of Units shall be 4:00 P.M. Eastern time.
     
          (h)    The  face  of  the  form of  the  Certificates  will  be
     substantially as follows:
     
        No. ___________ Certificate of Ownership _________ Units
                                    
                             --Evidencing--
                                    
                          An Undivided Interest
                                    
                                    
                                  -In-
     
     This  is  to certify that ____________________ is the  owner  and
registered  holder  of this Certificate evidencing  the  ownership  of
______units of fractional undivided interest in the above-named  Trust
created pursuant to the Indenture, a copy of which is available at the
office  of  the  Trustee.  This Certificate is  issued  under  and  is
subject  to  the terms, provisions and conditions of the Indenture  to
which  the  Holder  of this Certificate by virtue  of  the  acceptance
hereof assents and is bound, a summary of which Indenture is contained
in  the  Prospectus  relating  to  the  Trust.   This  Certificate  is
transferable and interchangeable by the registered owner in person  or
by his duly authorized attorney at the Trustee's office upon surrender
of  this  Certificate properly endorsed or accompanied  by  a  written
instrument  of transfer and any other documents that the  Trustee  may
require  for transfer, in form satisfactory to the Trustee and payment
of the fees and expenses provided in the Indenture.
     
     Witness  the facsimile signature of a duly authorized officer  of
the Sponsor and the manual signature of an authorized signatory of the
Trustee.

Dated:

Van Kampen Merritt Inc.,            The Bank of New York,
    Depositor                           Trustee



By __________________________       By _____________________________
    Chairman                            Authorized Signatory
     
          (i)    Section  8.02(d)  and  (e) of  the  Standard  Terms  and
     Conditions  of  Trust  are  hereby  stricken  and  replaced  by  the
     following:
     
          (d)   distribution to each Certificateholder of such Trust such
     holder's  pro rata share of the balance of the Interest  Account  of
     such Trust;
     
          (e)    distribute to each Certificateholder of such Trust  such
     holder's  pro rata share of the balance of the Principal Account  of
     such Trust; and
     
     In  Witness  Whereof, Van Kampen Merritt Inc. has caused this  Trust
Agreement to be executed by one of its Vice Presidents or Assistant  Vice
Presidents  and its corporate seal to be hereto affixed and  attested  by
its  Secretary  or  one of its Vice Presidents or Assistant  Secretaries,
American Portfolio Evaluation Services, a division of Van Kampen  Merritt
Investment Advisory Corp., has caused this Trust Indenture and  Agreement
to  be  executed by its President or one of its Vice Presidents  and  its
corporate seal to be hereto affixed and attested to by its Secretary, its
Assistant Secretary or one of its Assistant Vice Presidents and The  Bank
of New York, has caused this Trust Agreement to be executed by one of its
Vice  Presidents and its corporate seal to be hereto affixed and attested
to  by one of its Vice Presidents, Assistant Vice Presidents or Assistant
Treasurers; all as of the day, month and year first above written.

                                    Van Kampen Merritt Inc., Depositor

                                    By Sandra A. Waterworth
                                       Vice President
[Seal]
Attest:

By Gina M. Scumaci
   Assistant Secretary

                                    American Portfolio Evaluation
                                       Services a division of Van Kampen
                                       Merritt Investment   Advisory
                                       Corp.
                                    
                                    By Dennis J. Mcdonnell
                                       President
[Seal]
Attest:

By Scott E. Martin
   Secretary

                                    The Bank Of New York

                                    By Jeffrey Bieselin
                                       Vice President
[Seal]
Attest:

By Norbert Loney
   Assistant Treasurer
                      Schedules to Trust Agreement
                                    
                     Securities Initially Deposited
                                    
                   Insured Municipals Income Trust and
                   Investors' Quality Tax-Exempt Trust
                                    
                            Multi-Series 232

(Note:   Incorporated  herein and made a part hereof as  indicated  below
         are  the corresponding "Portfolios" of each of the Trusts as set
         forth in the Prospectus.)


                                                              Exhibit 1.4
                                  --
AMBAC                                       AMBAC Indemnity Corporation
                                            c/o CT Corporation Systems
Municipal Bond Investment                   44 East Mifflin Street
Trust Insurance Policy                      Madison, Wisconsin 53703
                                            Administrative Office:
                                            One State Street Plaza
                                            New York, New York 10004

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 232
  (New Mexico Insured Municipals Income Trust, Series 15)


  Van Kampen Merritt, Inc.

("Investment Trust") the insured, the payment of that portion of the
principal of and interest on each of the Bonds which shall be due during
the Policy Period but is unpaid by reason of Nonpayment by the Issuer, in
consideration of the insurance premium paid and subject to the terms and
conditions contained herein or added hereto.

Policy No.  FE013553
Policy Date:  September 15, 1994

Trustee:  The Bank of New York
       101 Barclay Street, 17flW
       New York, New York  10286
     
     In Witness Whereof, the Insurer has caused this Policy to be affixed
with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal
and  signatures  and binding upon the Insurer by  virtue  of  the
countersignature of its duly authorized representative.

P. Lassiter
President@AMBAC Indemnity Corporation

Stephen D. Cooke
Secretary

/w/Nancy Davila
Authorized Representative@

AMBAC                                       AMBAC Indemnity Corporation
                                            c/o CT Corporation Systems
Municipal Bond Investment                   44 East Mifflin Street
Trust Insurance Policy                      Madison, Wisconsin 53703
                                            Administrative Office:
                                            One State Street Plaza
                                            New York, New York 10004

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 232
  (Colorado Insured Municipals Income Trust, Series 70)

  Van Kampen Merritt, Inc.

("Investment Trust") the insured, the payment of that portion of the
principal of and interest on each of the Bonds which shall be due during
the Policy Period but is unpaid by reason of Nonpayment by the Issuer, in
consideration of the insurance premium paid and subject to the terms and
conditions contained herein or added hereto.

Policy No.  FE013562
Policy Date:  September 15, 1994

Trustee:  The Bank of New York
       101 Barclay Street, 17flW
       New York, New York  10286
     
     In Witness Whereof, the Insurer has caused this Policy to be affixed
with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal
and  signatures  and binding upon the Insurer by  virtue  of  the
countersignature of its duly authorized representative.

P. Lassiter
President@AMBAC Indemnity Corporation

Stephen D. Cooke
Secretary

/w/Nancy Davila
Authorized Representative@

AMBAC                                       AMBAC Indemnity Corporation
                                            c/o CT Corporation Systems
Municipal Bond Investment                   44 East Mifflin Street
Trust Insurance Policy                      Madison, Wisconsin 53703
                                            Administrative Office:
                                            One State Street Plaza
                                            New York, New York 10004

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 232
  (Georgia Insured Municipals Income Trust, Series 72)

  Van Kampen Merritt, Inc.

("Investment Trust") the insured, the payment of that portion of the
principal of and interest on each of the Bonds which shall be due during
the Policy Period but is unpaid by reason of Nonpayment by the Issuer, in
consideration of the insurance premium paid and subject to the terms and
conditions contained herein or added hereto.

Policy No.  FE013544
Policy Date:  September 15, 1994

Trustee:  The Bank of New York
       101 Barclay Street, 17flW
       New York, New York  10286
     
     In Witness Whereof, the Insurer has caused this Policy to be affixed
with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal
and  signatures  and binding upon the Insurer by  virtue  of  the
countersignature of its duly authorized representative.

P. Lassiter
President@AMBAC Indemnity Corporation

Stephen D. Cooke
Secretary

/w/Nancy Davila
Authorized Representative@

1.   Definitions

    (a)   "Policy" is this policy of insurance and all applications and
schedules for Municipal Bond Investment Trust Insurance relating hereto,
all of which are hereby incorporated by reference herein.

    (b)   "Bonds" are the specific securities covered by this Policy and
are identified and described in the Schedule attached hereto and hereby
made a part hereof.

    (c)   "Issuer" is each respective issuer, identified in the Schedule,
of the Bonds.

    (d)   "Investment Trust" is the entity represented to have an
insurable interest in the Bonds insured under this Policy, identified on
the face of this Policy.

    (e)   "Trustee" is the Trustee of the Investment Trust, or any
successor Trustee thereto or Co-Trustee therewith.

    (f)   "Sponsor" is the firm or entity responsible for creating the
Investment Trust and thereafter performing the services to it required of
its sponsor, or any successor Sponsor thereof or Co-Sponsor therewith.

    (g)   "Insured Instrument" is any instrument evidencing all or any
part of the principal or of interest on a Bond which is Due for Payment.

    (h)   "Policy Period" is the period during which this Policy of
insurance is effective.  The Policy Period commences at 12:01 A.M.

     (i)    "Premium Installment Period" is the period for  which
installments of the annual insurance premium are payable monthly,
quarterly or semiannually, as determined initially for the Investment
Trust.

    (j)   "Nonpayment" is the failure of an Issuer to provide sufficient
funds to the payment agent for payment in full of all principal and
interest on a Bond which is Due for Payment.

    (k)   "Due for Payment," when referring to principal of a Bond (or
Insured Instrument evidencing such principal), is when the stated
maturity date has been reached, and does not refer to any earlier date on
which payment is due by reason of call for redemption, acceleration or
other advancement of maturity; and when referring to interest on a Bond
(or Insured Instrument evidencing such interest), is when the stated date
for payment has been reached.

    (l)   "Bond Proceedings" are the legal proceedings by which each of
the Bonds has been authorized, issued or secured, including the governing
statutes, the pertinent resolutions and ordinances of the Issuer, and any
trust indenture, mortgage, lease agreement or other contract relating to
the Bond or its security.


2.   Noncancellability and Termination-Refunds of Premium
     
     This Policy cannot be cancelled by AMBAC.  The insurance provided by
this Policy shall remain in force throughout the Policy period.  This
Policy provides for payment to the Trustee as a result of Nonpayment of
the Bonds.  In the event the Trustee sells any of the Bonds, then this
Policy shall be terminated as to any such Bond on the date of said sale,
and AMBAC shall not have any liability under t his Policy on account of
Nonpayment of any such Bond occurring thereafter.  This Policy shall be
terminated as to any Bond which AMBAC has been notified by the Sponsor or
by the Trustee has been redeemed from or sold by the Investment Trust, or
was not deposited by the Sponsor, or the contract to purchase which has
failed, on the date such notice is received by AMBAC, and AMBAC shall not
have any liability under this Policy on account of Nonpayment of any such
Bond occurring thereafter.  When AMBAC is notified by the Trustee or the
Sponsor that any of the Bonds have been redeemed or sold from the
Investment Trust, or were not deposited into it, or a contract to
purchase any such Bonds has failed, a refund of any prepaid premium
thereof shall be made to the Investment Trust or the Sponsor, as the case
may be.  Such notification to AMBAC must specify the amount of Bonds
affected, identify each by its Item Number in an Application identified
by its date and designate the date of such disposal or failure.


3.   payment by Insurer-Amount, When and How Payable

    (a)   Amount-Payment by AMBAC of the aggregate of the face amount of
all Insured Instruments of the Investment Trust as to which there has
been a Nonpayment, reduced by the aggregate of:  (i) the amount which the
Issuer shall have provided for payment of Insured Instruments by the time
of Nonpayment; and (ii) the amount which has been received from any other
source to pay Insured Instruments; such payment shall fully discharge
AMBAC from any further liability on account of the Nonpayment.

    (b)   When Payable-The payment due the Investment Trust shall be made
not later than thirty days after notice from the Trustee is received by
AMBAC that Nonpayment has occurred, but not earlier than the date on
which the Insured Instruments are Due for Payment.

    (c)   How Payable-The payment due the Investment Trust shall be paid
by AMBAC in exchange for delivery of Insured Instruments, not less in
face amount than the amount of the payment, in bearer form, free and
clear of all liens and encumbrances and uncancelled.  In cases where an
Insured Instrument is issuable only in a form whereby principal is
payable to registered holders or their assigns, AMBAC shall pay principal
only upon presentation and surrender of the unpaid Insured Instrument,
uncancelled and free of any adverse claim, together with an instrument of
assignment, in satisfactory form, so as to permit ownership of such
Insured Instrument to be registered in the name of AMBAC or its nominee.
In cases where an Insured Instrument is issuable only in a form whereby
interest is payable to registered holders or their assigns, AMBAC shall
pay interest only upon presentation of proof that the claimant is the
person entitled to the pa shall pay interest only upon presentation of
proof that the claimant is the person entitled to the payment of interest
on the Insured Instrument and delivery of an instrument of assignment, in
satisfactory form, transferring to AMBAC all rights under such Insured
Instrument to receive the interest in respect of which the insurance
payment was made.


4.   Rights of AMBAC

    (a)   Subrogation-When AMBAC has made payment with respect to an
Insured Instrument, it shall be subrogated to all of the rights to
payment of the Investment Trust thereon or in relation thereto to the
extent of such payment.

    (b)   Vesting of Rights and Powers-When AMBAC has made the payment
due to the Investment Trust as described in Condition 3, and until the
full amount of such payment has been recovered, AMBAC shall be vested
with all of the Investment Trust's options, votes, rights, powers and the
like under the Bond Proceedings.  AMBAC shall not be liable to the
Investment Trust for any loss or damage resulting from the exercise of or
failure to exercise any of such options, votes, rights, powers and the
like.

    (c)   Exercise of Rights and Powers-AMBAC may, in its absolute
discretion, exercise or fail to exercise any option, vote, right, power
or the like it may have as holder or registered owner of an Insured
Instrument with respect to which it has made payment.  AMBAC shall not be
liable to the Investment Trust for any loss or damage resulting therefrom

    (d)   Securing of Rights-The Trustee shall execute and deliver
instruments and do whatever else is necessary to secure the foregoing
rights for AMBAC, and will do nothing to prejudice them.


5.   Payment of Insurance Premium Installments
     
     The Trustee shall pay, when due, successively, the full amount of
each installment of the insurance premium.  Each installment of the
insurance premium is due on or before the last day of the expiring
Premium Installment Period.
     
     If AMBAC has not received such payment on or before such last day,
it shall give notice to the Sponsor to that effect.  Such installment
shall be deemed to have been paid when due if AMBAC receives such payment
within ten days after it has given such notice.
     
     The Trustee shall, with each payment, notify AMBAC of all Bonds
which, during the expiring Premium Installment period, were redeemed from
or sold by the Investment Trust, or the contract to purchase which
failed,  or  which have not been deposited by the Sponsor.   Such
notification to AMBAC must specify the amounts of Bonds affected and
identify each by its Item Number in an Application identified by date.
No such notice need be given as to Bonds with respect to which AMBAC has
previously been notified to the same effect.


6.   Where Notice is Given
     
     All submissions, designations, payments, notices, reports and other
data or documents required to be submitted shall be mailed to AMBAC at
its administrative office, or to the Investment Trust at its address
shown on the face of this Policy or such other address as it shall
designate.


7.   Waiver of Conditions
     
     No permission affecting this insurance shall exist, or waiver of any
condition be valid, unless expressed in writing added hereto.  Each of
the conditions of this Policy is hereby made severable, and waiver of one
condition is not a waiver of any other condition.


8.   Suit
     
     No suit or action on this Policy for the recovery of any amount
shall be sustained in any court of law or equity unless all of the
conditions  of this Policy shall have been complied with  (unless
specifically waived by AMBAC in writing) and unless commended within two
years after a Nonpayment.


9.   Conflict of Laws
     
     Any provision of this Policy which is on conflict with the laws of
the jurisdiction in which it is effective is hereby amended to conform
with the minimum requirements of such laws.


AMBAC                                     AMBAC Indemnity Corporation
                                          c/o CT Corporation Systems
Schedule of Bonds (a part of the          44 East Mifflin Street
Application and Policy)                   Madison, Wisconsin 53703
                                          Administrative Office:
                                          One State Street Plaza
                                          New York, New York 10004
<TABLE>
<CAPTION>
Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 232
(Colorado Insured Municipals Income Trust, Series 70)

Date of Application:  September 15, 1994

 Item     Par     Full Name            Purpose of           Intere  Date   Maturi   Annual     Initial
 No.     Value    of Issuer               Bonds               st     of      ty     Premium    Annual
                                                             Rate   Bonds   Date     Rate      Premium
<S>      <C>    <C>           <C>                           <C>    <C>     <C>      <C>        <C>
  1.     $500M  City of       Utilities System Refunding    6.125% 07/01/  11/15/   .1000%     $500.00
                Coloraod      Revenue Bonds, Series 1992A            92      20
                Springs,      (SHIP Option Premium Rate:
                Colorado      .60%)
  2.     $500M  Platte River  Power Revenue Bonds, Series   5.500% 11/01/  06/01/   .1100%     $550.00
                Power         88 (SHIP Option Premium                92      18
                Authority,    Rate:  .70%)
                Colorado
</TABLE>

AMBAC                                     AMBAC Indemnity Corporation
                                          c/o CT Corporation Systems
Schedule of Bonds (a part of the          44 East Mifflin Street
Application and Policy)                   Madison, Wisconsin 53703
                                          Administrative Office:
                                          One State Street Plaza
                                          New York, New York 10004

<TABLE>
<CAPTION>
Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 232
(Georgia Insured Municipals Income Trust, Series 72)

Date of Application:  September 15, 1994

 Item     Par     Full Name            Purpose of           Intere  Date   Maturi   Annual     Initial
 No.     Value    of Issuer               Bonds               st     of      ty     Premium    Annual
                                                             Rate   Bonds   Date     Rate      Premium
<S>      <C>    <C>           <C>                           <C>    <C>     <C>      <C>        <C>
  1.     $500M  Dekalb        General Obligation Health     5.500% 06/01/  01/01/   .1000%     $100.00
                County,       Facilities Bonds (SHIP                 93      20
                Georgia       Option Premium Rate:  .60%)
  2.     $500M  Housing       Multi-Familty Mortgage        6.450% 09/01/  04/01/   .1300%     $650.00
                Authority of  Revenue Refunding Bonds (FHA           94      26
                the City of   Insured Mortgage Loan - The
                Macon,        Vistas) Series 1994A (SMIP
                Georgia       Option Premium Rate:  .70%)
</TABLE>

AMBAC                                     AMBAC Indemnity Corporation
                                          c/o CT Corporation Systems
Schedule of Bonds (a part of the          44 East Mifflin Street
Application and Policy)                   Madison, Wisconsin 53703
                                          Administrative Office:
                                          One State Street Plaza
                                          New York, New York 10004

<TABLE>
<CAPTION>
Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 232
(New Mexico Insured Municipals Income Trust, Series 15)

Date of Application:  September 15, 1994

 Item     Par     Full Name            Purpose of           Intere  Date   Maturi   Annual     Initial
 No.     Value    of Issuer               Bonds               st     of      ty     Premium    Annual
                                                             Rate   Bonds   Date     Rate      Premium
<S>      <C>    <C>           <C>                           <C>    <C>     <C>      <C>        <C>
  1.     $500M  New Mexico    Rental Housing Refunding      5.450% 11/01/  01/01/   .1080%     $540.00
                Mortgage      Revenue Bonds (FHMA Pass-              93      17
                Finance       Through Certficiates Loans-
                Authority,    to-Lenders Program-Vila
                              Ladera Apartments  (SMIP
                              Option Premium Rate:  .70%)
  2.     $500M  New Mexico    Mortgage Backed Securities    6.875% 09/01/  01/01/   .1000%     $500.00
                Mortgage      Revenue Bonds, Seires 1994A            94      25
                Finance       (GNMA-FNMA) (SMIP Option
                Authority     Premium Rate:  .60%)
  3.     $500M  City of       Joint Water and Sewer         5.500% 01/01/  07/01/   .1300%     $650.00
                Albuquerque,  Revenue Bonds, Series 1992             92      17
                New Mexico    (SHIP Option Premium Rate:
                              80%)
</TABLE>
* Premium attributable to the original insured amount of
  each Item of Bonds.


                                                               Exhibit 1.5

                                                      Dated:  June 1, 1992
                                   --
                                    
                   Master Agreement Among Underwriters
                 For Unit Investment Trusts Sponsored by
                         Van Kampen Merritt Inc.
                                    
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Gentlemen:

      1.    The  Trust.  We understand that you, Van Kampen Merritt  Inc.
(the  "Sponsor"), are entering into this agreement (the  "Agreement")  in
counterparts with us and other firms who may be underwriters  for  issues
of  various  series of unit investment trusts for which you will  act  as
Sponsor.  This Agreement shall apply to any offering after May 1, 1992 of
units  of  fractional  undivided interest in  such  various  series  unit
investment   trusts  in  which  we  elect  to  act  as   an   underwriter
(underwriters  with  respect to each such trust being hereinafter  called
"Underwriters") after receipt of a notice from you stating the  name  and
size  of  the trust and that our participation as an Underwriter  in  the
proposed  offering shall be subject to the provisions of this  Agreement.
The issuer of the units of fractional undivided interests in a series  of
a unit investment trust offered in any offering of units made pursuant to
this  Agreement  is  hereinafter referred  to  as  the  "Trust"  and  the
reference  to "Trust" in this Agreement applies only to such  Trust,  and
such  units  of  such Trust offered are hereinafter called  the  "Units".
Each  Trust  is or will be registered as a "unit investment trust"  under
the  Investment  Company  Act  of 1940 (the "1940  Act")  by  appropriate
filings  with  the Securities and Exchange Commission (the "Commission").
Additionally,  each  Trust is or will be registered with  the  Commission
under  the  Securities Act of 1933 (the "1933 Act") on Form  S-6  or  its
successor   forms,   including  a  proposed  form  of   prospectus   (the
"Preliminary Prospectus").
     
     The  registration statement as finally amended and  revised  at  the
time  it  becomes  effective is herein referred to as  the  "Registration
Statement"  and  the  related prospectus is herein  referred  to  as  the
"Prospectus",  except that if the prospectus filed by the Trust  pursuant
to  Rule  424(b) under the 1933 Act shall differ from the  prospectus  on
file  at the time the Registration Statement shall become effective,  the
term  "Prospectus" shall refer to the prospectus filed pursuant  to  Rule
424(b) from and after the date on which it shall have been filed.
     
     The following provisions of this Agreement shall apply separately to
each individual offering of Units by a Trust.
     
     We  understand  that as of the date upon which  we  have  agreed  to
underwrite  Units of the Trust the Commission shall not have  issued  any
order  preventing  or  restraining the use of any Preliminary  Prospectus
and,  further,  that  each Preliminary Prospectus shall  conform  in  all
material  respects to the requirements of the 1933 Act and the Rules  and
Regulations thereunder and, as of its date, shall not include any  untrue
statement  of a material fact or omit to state a material fact  necessary
to  make the statements therein not misleading; and when the Registration
Statement becomes effective, it and the Prospectus, and any amendments or
supplements thereto, will contain all statements that are required to  be
stated  therein  in  accordance with the  1933  Act  and  the  Rules  and
Regulations thereunder and will in all material respects conform  to  the
requirements  of  the 1933 Act and the Rules and Regulations  thereunder,
and  neither  the  Registration Statement nor  the  Prospectus,  nor  any
amendment or supplement thereto, will contain any untrue statement  of  a
material  fact  or omit to state a material fact required  to  be  stated
therein  or  necessary  to  make the statements therein  not  misleading;
provided,  however, that you make no representation  or  warranty  as  to
information contained in or omitted from any Preliminary Prospectus,  the
Registration   Statement,  the  Prospectus  or  any  such  amendment   or
supplement,  in reliance upon and in conformity with, written information
furnished to you by or on behalf of any Underwriter specifically for  use
in the preparation thereof.

      2.    Designation and Authority of Representative.  You are  hereby
authorized  to  act  as  our  representative  (the  "Representative")  in
connection with all matters to which this Agreement relates and  to  take
the  action provided herein to be taken by you as you may otherwise  deem
necessary or advisable.  We understand that we have no obligations  under
this  Agreement  with  respect to any Trust in which  we  choose  not  to
participate as an Underwriter.
     
     You  will be under no liability to us for any act or omission except
for  obligations  expressly assumed by you herein and no  obligations  on
your  part  will  be  implied  or  inferred  herefrom.   The  rights  and
liabilities of the respective parties hereto are several and  not  joint,
and  nothing  herein  or hereunder will constitute  then  a  partnership,
association or separate entity.

      3.   Profit or Loss in Acquisition of Securities.  It is understood
that the acquisition of securities (the "Securities") for deposit in  the
portfolio  of  the Trust shall be at your cost and risk.  We  acknowledge
that you will share with us any net deposit profits in the amounts and to
the   extent,   if   any,  indicated  under  "Sponsor   and   Underwriter
Compensation"  in  the Prospectus.  For the purposes of  determining  the
number of Units underwritten, we understand that we will be credited  for
that  number of Units set forth opposite our name in the section entitled
"Underwriting" in the prospectus.
     
     We  agree  that  you  shall have no liability (as Representative  or
otherwise)   with   respect  to  the  issue  form,  validity,   legality,
enforceability,  value  of, or title to the Securities,  except  for  the
exercise  of  due care in determining the genuineness of such  Securities
and  the  conformance  thereof with the descriptions  and  qualifications
appearing in the Prospectus.

      4.   Purchase of Units.  Promptly after you make a determination to
offer  Units  of  a  Trust and you inquire as to  whether  we  desire  to
participate  in  such offering, we will advise you  promptly  as  to  the
number  of  Units  which  we will purchase or  of  our  decision  not  to
participate in such offering.  Such advice may be written or  oral.   The
delivery to the Sponsor of a completed Schedule A to this Agreement shall
constitute  adequate written advice.  Oral advice shall  be  binding  but
shall  be  promptly  confirmed in writing by us by  means  of  telegraph,
telegram  or other form of wire or facsimile transmission.  Such  written
confirmation  shall contain the information requested by  Schedule  A  to
this  Agreement.  You may rely on and we hereby commit on the  terms  and
conditions of this Agreement to purchase and pay for the number of  Units
of  the Trust set forth in such advice (the "Unit Commitment").  Our Unit
Commitment may be increased only by mutual agreement between us  and  you
at  any  time prior to the date as of which the Trust Agreement  for  the
Trust  is  executed (the "Date of Deposit").  We agree that you  in  your
sole discretion reserve the right to decrease our Unit Commitment at  any
time  prior  to the Date of Deposit and if you so elect to  make  such  a
decrease,  you  will  notify  us of such an  election  by  telephone  and
promptly confirm the same in writing.
     
     The  price  to  be paid for such Units shall be the Public  Offering
Price per Unit (as defined in the Prospectus) as first determined on  the
Date  of  Deposit or such later determination on such Date of Deposit  as
you  shall advise us, less the sum per Unit indicated under "Sponsor  and
Underwriter  Compensation" in the Prospectus.  Further, each  Underwriter
who  underwrites  that  number  of Units  indicated  under  "Sponsor  and
Underwriter Compensation" in the Prospectus will receive from the Sponsor
that  additional  compensation  indicated  under  such  section  of   the
Prospectus for each Unit it underwrites, providing the Trust size  is  in
excess  of that number of Units, if any, indicated under such section  of
the  Prospectus.  At the Date of Deposit, we will become the owner of the
Units  and  be  entitled to the benefits (except for  interest,  if  any,
accruing from the Date of Deposit to the First Settlement Date)  as  well
as  the  risks inherent therein.  We acknowledge that those  persons,  if
any, named in the Prospectus under "Sponsor and Underwriter Compensation"
are  Managing  or  Co-Managing Underwriters of the  Trust,  as  indicated
therein, and we acknowledge that those persons specifically named therein
will receive as additional compensation those respective per Unit amounts
set forth in such section of the Prospectus.
     
     You  are  authorized  to  retain custody  of  our  Units  until  the
Registration  Statement relating thereto has become effective  under  the
1933 Act and you shall have received payment from us for such Units.
     
     You  are  authorized  to  file  an amendment  to  said  Registration
Statement  describing  the  Securities and furnishing  information  based
thereon or relating thereto and any further amendments or supplements  to
the Registration Statement or Prospectus which you may deem necessary  or
advisable.  We will furnish to you upon your request such information  as
will be required to insure that the Registration Statement and Prospectus
are  current  insofar as they relate to us and we thereafter continue  to
furnish you with such information as may be necessary to keep current and
correct the information previously supplied.
     
     We  understand that the Trust will also take action with respect  to
the  offering  and  sale of Units in accordance  with  the  Blue  Sky  or
securities laws of certain states in which it is proposed that the  Units
may be offered and sold.

      5.    Public Offering.  You agree that you will advise us  promptly
when  the Registration Statement has become effective, and we agree  that
when  we are advised that the Units are released for public offering,  we
will make a public offering thereof by means of the Prospectus under  the
1933  Act,  as  amended, which describes the deposit  of  Securities  and
related  information.   The  Public Offering  Price  and  the  terms  and
conditions of the public offering shall be as set forth in the Prospectus
and  shall rely with respect to the offering price of the Securities upon
the  determination  of  the Evaluator named in  the  Prospectus.   Public
advertisement of the offering, if any, shall be made by you on behalf  of
the  Underwriters  on such date as you shall determine.   We  agree  that
before  we  use any Trust advertising material which we have created,  we
will obtain your prior approval to use such advertising materials.

      6.    Public  Offering Price.  We agree that each  day  while  this
Agreement  is in effect and the evaluation of the Trust is  made  by  the
Evaluator  named  in  the  Prospectus,  we  will  contact  you  for  such
evaluation and of the resultant Public Offering Price for the purpose  of
the offering and sale of the respective Units to the public.  We agree as
required by Section 22(d) of the 1940 Act to offer and sell our Units  at
the current Public Offering Price described in the Prospectus.

      7.    Permitted Transactions.  It is agreed that part or all of the
Units purchased by us may be sold to dealers, or other entities with whom
we  can legally grant a concession or agency commission, only at the then
effective  Public  Offering Price, less the concession described  in  the
Prospectus.
     
     From  time  to  time prior to the termination of this Agreement,  at
your  Request, we will advise you of the number of our Units which remain
unsold  and,  at  your request, we agree to deliver to you  any  of  such
unsold  Units to be sold for our account to retail accounts or, less  the
concession or agency commission then effective, to dealers or others.
     
     If  prior to the termination of this Agreement, or such earlier date
as you may determine and advise us thereof in writing, you shall purchase
or  contract to purchase any of our Units or any Units issued in exchange
therefor, in the open market or otherwise, or if any such Units shall  be
tendered to the Trustee for redemption because not effectively placed for
investment by us, we agree to repurchase such Units at a price  equal  to
the   total  cost  of  such  purchase,  including  accrued  interest  and
commissions, if any, and transfer taxes on redelivery.  Regardless of the
amount  paid on the repurchase of any such Units, it is agreed that  they
may be resold by us only at the then effective Public Offering Price.
     
     Until the termination of this Agreement, we agree that we will  make
no  purchase  of  Units  other than (i) purchases provided  for  in  this
Agreement, (ii) purchases approved by you and (iii) purchases  as  broker
in executing unsolicited orders.

      8.   Compliance With Commission Order.  We hereby agree as follows:
(a)  we will refund all sales charges to purchasers of Units from  us  or
any  dealer participating in the distribution of Units who purchased such
Units  from us if, within ninety days from the time that the Registration
Statement  of the respective Units under the 1933 Act shall  have  become
effective, (i) the net worth of the trust shall be reduced to  less  than
20% of the principal amount of Securities originally deposited therein or
(ii)  the  Trust  shall have been terminated; (b) you  may  instruct  the
Trustee on the Date of Deposit that, in the event that redemption by  any
Underwriters of Units constituting part of any unsold allotment of  Units
shall  result  in the Trust having a net worth of less than  40%  of  the
principal amount of Securities originally deposited therein, the  Trustee
shall  terminate the Trust in the manner provided in the Trust  Indenture
and   Agreement  (as  defined  in  the  Prospectus)  and  distribute  the
Securities  and other assets of the Trust pursuant to the  provisions  of
the  Trust  Indenture and Agreement; and (c) in the event that the  Trust
shall  have  been  terminated pursuant to (b) above, we will  refund  any
sales  charges to any purchaser of such Units who purchased from  us,  or
purchased  from a dealer participating in the distribution of such  Units
who purchased such Units from us.  We authorize you to charge our account
for all refunds of sales charges in respect to our Units.

      9.   Substitution of Underwriters.  We authorize you to arrange for
the  substitution hereunder of other persons, who may include you and us,
for  all  or  any part of the commitment of any nondefaulting Underwriter
with  the  consent of such Underwriter, and of any defaulting Underwriter
without  the consent thereof, upon such terms and conditions as  you  may
deem  advisable, provided that the number of Units to be purchased by  us
shall  not  be  increased without our consent and that such  substitution
shall  not  in any way affect the liability of any defaulting Underwriter
to  the other Underwriters for damages from such default, nor relieve any
other  Underwriter of any obligation under this Agreement.  The  expenses
chargeable to the account of any defaulting Underwriter and not paid  for
by  it or by a person substituted for such Underwriter and any additional
losses  or expenses arising from such default shall be considered  to  be
expenses  under this Agreement and shall be charged against the  accounts
of  the  nondefaulting  Underwriters in proportion  to  their  respective
commitments.

     10.    Termination.  This Agreement shall terminate with respect  to
each  Trust which we have agreed to underwrite 30 days after the date  on
which  the  public  offering  of the Units  of  such  Trust  is  made  in
accordance  with  Section  5  hereof unless  sooner  terminated  by  you,
provided  that  you may extend this Agreement for not  more  than  eleven
successive  periods of 30 days each upon notice to us  and  each  of  the
other Underwriters.
     
     Notwithstanding any settlement on the termination of this Agreement,
we  agree to pay our share of any amount payable on account of any claim,
demand  or  liability which may be asserted against the Underwriters,  or
any  of  them,  based  on the claim that the Underwriters  constitute  an
association,  unincorporated business or other separate  entity  and  our
share  of  any  expenses incurred by you in defending  against  any  such
claim,  demand or liability.  We also agree to pay any stamp taxes  which
may  be  assessed and paid after such settlement on account of any  Units
received or sold hereunder for our account.
     
     Notwithstanding any termination of this Agreement, no sales  of  the
Units  shall  be  made  by us at any time except in conformity  with  the
provisions of Section 22(d) of the 1940 Act.

     11.   Default by Other Underwriters.  Default by any one or more  of
the other Underwriters in respect of their several obligations under this
Agreement  shall  neither release you nor us from any of  our  respective
obligations hereunder.

     12.    Notices.  Notices hereunder shall by deemed to have been duly
given  if mailed or telegraphed to us at our address set forth below,  in
the  case  of notices to us, or to you at your address set forth  at  the
head of this Agreement, in the case of notices to you.

    13.   Net Capital.  You represent that you, and we represent that we,
are   in  compliance  with  the  capital  requirements  of  Rule  15c-3-1
promulgated  by the Commission under the Securities and Exchange  Act  of
1934,  and we may, in accordance with and pursuant to such Rule  15c-3-1,
agree  to  purchase the amount of Units to be purchased by  you  and  us,
respectively, under the Agreement.

     14.    Miscellaneous.   We confirm that we  are  a  member  in  good
standing of the National Association of Securities Dealers, Inc.
     
     We  confirm  that  we  will take reasonable  steps  to  provide  the
Preliminary  Prospectus or final Prospectus to any person making  written
request  therefor  to us and to make the Preliminary  Prospectus  or  the
final Prospectus available to each person associated with us expected  to
solicit   customers'  orders  for  the  Units  prior  to  the   effective
registration date and the final Prospectus if he is expected to offer the
Units  after the effective date.  We understand that you will  supply  us
upon  our  request with sufficient copies of such prospectuses to  comply
with the foregoing.
     
     This  Agreement  is  being executed by us and delivered  to  you  in
duplicate.  Upon your confirmation hereof and of agreements in  identical
form with each of the other Underwriters, this Agreement shall constitute
a valid and binding contract between us.
                                    
                                    Very truly yours,
                                    
                                                                  
                                    

Confirmed  as  of the date set           Indicated below  our  firm name
forth at the and head of this Agreement  and address exactly as we wish
                                         to appear in the Prospectus
 
                             

Van Kampen Merritt, Inc. 
               
By____________________________           ___________________________

Title ________________________
                                         ___________________________


                                         ___________________________

                                                            Exhibit 3.1
                                    
                           Chapman and Cutler
                         111 West Monroe Street
                        Chicago, Illinois  60603
                                    
                           September 15, 1994
                                    
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181
     
     Re: Insured Municipals Income Trust and Investors' Quality
                   Tax-Exempt Trust, Multi-Series 232
                                    
Gentlemen:
     
     We  have served as counsel for Van Kampen Merritt Inc., Sponsor  and
Depositor of Insured Municipals Income Trust and Investors' Quality  Tax-
Exempt  Trust, Multi-Series 232 (hereinafter referred to as the  "Fund"),
in  connection with the preparation, execution and delivery  of  a  Trust
Agreement  dated September 15, 1994 between Van Kampen Merritt  Inc.,  as
Depositor,  American Portfolio Evaluation Services,  a  division  of  Van
Kampen  Merritt Investment Advisory Corp., as Evaluator, and The Bank  of
New  York,  as Trustee, pursuant to which the Depositor has delivered  to
and  deposited Bonds listed in the Schedules to the Trust Agreement  with
the  Trustee and pursuant to which the Trustee has issued to  or  on  the
order  of the Depositor a certificate or certificates representing  Units
of  fractional undivided interest in and ownership of the several  Trusts
of  said Fund (hereinafter referred to as the "Units") created under said
Trust Agreement.
     
     In connection therewith, we have examined such pertinent records and
documents  and  matters of law as we have deemed necessary  in  order  to
enable us to express the opinions hereinafter set forth.
     
     Based upon the foregoing, we are of the opinion that:
     
           1.   The execution and delivery of the Trust Agreement and the
     execution and issuance of certificates evidencing the Units  in  the
     several Trusts of the Fund have been duly authorized; and
     
           2.    The  certificates evidencing the Units  in  the  several
     Trusts of the Fund when duly executed and delivered by the Depositor
     and   the  Trustee  in  accordance  with  the  aforementioned  Trust
     Agreement,  will  constitute valid and binding obligations  of  such
     Trusts and the Depositor in accordance with the terms thereof.
     
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (File No. 33-54983) relating to the Units referred
to  above and to the use of our name and to the reference to our firm  in
said Registration Statement and in the related Prospectus.

                                    Respectfully submitted,
                                    
                                    Chapman and Cutler


MJK/ch


                                                      Exhibit 3.2
                                    
                           Chapman and Cutler
                         111 West Monroe Street
                         Chicago, Illinois 60603
                                    
                           September 15, 1994
                                    
Van Kampen Merritt Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181

The Bank of New York
Unit Investment Trust Division
101 Barclay Street
New York, New York 10286
     
     Re: Insured Municipals Income Trust and Investors' Quality
                   Tax-Exempt Trust, Multi-Series 232
             ______________________________________________

Gentlemen:
     
     We  have acted as counsel for Van Kampen Merritt Inc., Depositor  of
Insured Municipals Income Trust and Investors' Quality Tax-Exempt  Trust,
Multi-Series 232 (the "Fund"), in connection with the issuance  of  Units
of fractional undivided interest in the several Trusts of said Fund under
a  Trust Agreement dated September 15, 1994 (the "Indenture") between Van
Kampen   Merritt  Inc.,  as  Depositor,  American  Portfolio   Evaluation
Services, a division of Van Kampen Merritt Investment Advisory Corp.,  as
Evaluator, and The Bank of New York, as Trustee.
     
     In this connection, we have examined the Registration Statement, the
form  of Prospectus proposed to be filed with the Securities and Exchange
Commission, the Indenture and such other instruments and documents as  we
have deemed pertinent.
     
     Based  upon the foregoing and upon an investigation of such  matters
of law as we consider to be applicable, we are of the opinion that, under
existing Federal income tax law:
     
          (i)   Each Trust is not an association taxable as a corporation
     but will be governed by the provisions of subchapter J (relating  to
     trusts) of chapter 1, Internal Revenue Code of 1986 (the "Code").
     
         (ii)    Each Unitholder will be considered as owning a pro  rata
     share  of each asset of the respective Trust in the proportion  that
     the  number  of Units of such Trust held by him bears to  the  total
     number  of  Units  outstanding  of such  Trust.   Under  subpart  E,
     subchapter J of chapter 1 of the Code, income of each Trust will  be
     treated as income of each Unitholder of the respective Trust in  the
     proportion described, and an item of Trust income will have the same
     character in the hands of a Unitholder as it would have in the hands
     of  the  Trustee.  Accordingly, to the extent that the income  of  a
     Trust  consists  of  interest excludable  from  gross  income  under
     Section 103 of the Code, such income will be excludable from Federal
     gross  income of the Unitholders, except in the case of a Unitholder
     who  is a substantial user (or a person related to such user)  of  a
     facility  financed  through issuance of any  industrial  development
     bonds  or  certain  private activity bonds held  by  the  respective
     Trust.   In  the  case  of such Unitholder (and no  other)  interest
     received  with respect to his Units attributable to such  industrial
     development  bonds or such private activity bonds is  includable  in
     his gross income.  In the case of certain corporations, interest  on
     the  Bonds  is  included  in computing the alternative  minimum  tax
     pursuant  to Section 56(c) of the Code, the environmental  tax  (the
     "Superfund Tax") imposed by Section 59A of the Code, and the  branch
     profits tax imposed by Section 884 of the Code with respect to  U.S.
     branches of foreign corporations.
     
        (iii)    Gain  or  loss will be recognized to a  Unitholder  upon
     redemption  or sale of his Units.  Such gain or loss is measured  by
     comparing the proceeds of such redemption or sale with the  adjusted
     basis   of  the  Units  represented  by  his  Certificate.    Before
     adjustment, such basis would normally be cost if the Unitholder  had
     acquired  his Units by purchase, plus his aliquot share of  advances
     by the Trustee to the Trust to pay interest on Bonds delivered after
     the  Unitholder's settlement date to the extent that  such  interest
     accrued  on  the  Bonds  during  the period  from  the  Unitholder's
     settlement  date  to  the  date such  Bonds  are  delivered  to  the
     respective Trust, but only to the extent that such advances  are  to
     be repaid to the Trustee out of interest received by such Trust with
     respect to such Bonds.  In addition, such basis will be increased by
     the  Unitholder's  aliquot  share  of  the  accrued  original  issue
     discount with respect to each Bond held by the Trust with respect to
     which there was an original issue discount at the time the Bond  was
     issued  and  reduced by the annual amortization of bond premium,  if
     any, on Bonds held by the Trust.
     
        (iv)   If the Trustee disposes of a Trust asset (whether by sale,
     payment  on  maturity,  redemption or otherwise)  gain  or  loss  is
     recognized  to the Unitholder and the amount thereof is measured  by
     comparing the Unitholder's aliquot share of the total proceeds  from
     the  transaction with his basis for his fractional interest  in  the
     asset  disposed  of.  Such basis is ascertained by apportioning  the
     tax  basis for his Units among each of the Trust assets (as  of  the
     date  on  which his Units were acquired) ratably according to  their
     values  as  of  the  valuation date nearest the  date  on  which  he
     purchased such Units.  A Unitholder's basis in his Units and of  his
     fractional  interest  in each Trust asset must  be  reduced  by  the
     amount  of  his aliquot share of interest received by the Trust,  if
     any,  on  Bonds delivered after the Unitholder's settlement date  to
     the extent that such interest accrued on the Bonds during the period
     from  the  Unitholder's settlement date to the date such  Bonds  are
     delivered  to  the Trust, must be reduced by the annual amortization
     of  bond  premium, if any, on Bonds held by the Trust  and  must  be
     increased  by  the Unitholder's share of the accrued original  issue
     discount  with respect to each Bond which, at the time the Bond  was
     issued, had original issue discount.
     
          (v)    In  the  case of any Bond held by the  Trust  where  the
     "stated  redemption  price at maturity" exceeds the  "issue  price",
     such  excess shall be original issue discount.  With respect to each
     Unitholder,  upon  the  purchase of  his  Units  subsequent  to  the
     original issuance of Bonds held by the Trust, Section 1272(a)(7)  of
     the Code provides for a reduction in the accrued "daily portion"  of
     such  original issue discount upon the purchase of a Bond subsequent
     to  the Bond's original issue, under certain circumstances.  In  the
     case  of  any  Bond  held  by the Trust the  interest  on  which  is
     excludable  from  gross income under Section 103 of  the  Code,  any
     original issue discount which accrues with respect thereto  will  be
     treated  as  interest which is excludable from  gross  income  under
     Section 103 of the Code.
     
         (vi)   We have examined the Municipal Bond Unit Investment Trust
     Insurance policies, if any, issued to certain of the Trusts  on  the
     Date  of  Deposit by AMBAC Indemnity Corporation, Financial Guaranty
     Insurance  Corporation or a combination thereof.  Each such  policy,
     or  a  combination of such policies, insures all bonds held  by  the
     Trustee  for  that particular Trust (other than bonds  described  in
     paragraph  (vii)) against default in the prompt payment of principal
     and  interest.   In  our opinion, any amount paid  under  each  said
     policy, or a combination of said policies, which represents maturing
     interest  on  defaulted  obligations held by  the  Trustee  will  be
     excludable from federal gross income if, and to the same extent  as,
     such interest would have been so excludable if paid by the issuer of
     the  defaulted  bonds provided that, at the time such  policies  are
     purchased,  the  amounts  paid  for such  policies  are  reasonable,
     customary  and consistent with the reasonable expectation  that  the
     issuer  of the bonds, rather than the insurer, will pay debt service
     on  the  bonds.   Paragraph  (ii) of  this  opinion  is  accordingly
     applicable to insurance proceeds representing maturing interest.
     
        (vii)   Certain bonds in the portfolios of certain of the Insured
     Trusts  have been insured by the issuers thereof against default  in
     the  prompt payment of principal and interest.  Insurance  has  been
     obtained for such bonds, or, in the case of a commitment, the  bonds
     will  be  ultimately insured under the terms of  such  an  insurance
     policy,  which  are  designated  as  issuer  insured  bonds  on  the
     portfolio pages of the respective Trusts in the prospectus  for  the
     Fund, by the issuer of such bonds.  Insurance obtained by the issuer
     is  effective so long as such bonds remain outstanding.  For each of
     these  bonds,  we  have  been advised that the  aggregate  principal
     amount of such bonds listed on the portfolio page for the respective
     Trust  was  acquired by the applicable Trust and  are  part  of  the
     series of such bonds listed on the portfolio page for the respective
     Trust in the aggregate principal amount listed on the portfolio page
     for  the respective Trust.  Based upon the assumption that the bonds
     acquired  by the applicable Trust are part of the series covered  by
     an  insurance  policy  or,  in the case of  a  commitment,  will  be
     ultimately  insured under the terms of such an insurance policy,  it
     is  our  opinion  that any amounts received by the applicable  Trust
     representing maturing interest on such bonds will be excludable from
     federal  gross  income if, and to the same extent as, such  interest
     would have been so excludable if paid in normal course by the Issuer
     notwithstanding  the source of the payment is from policy  proceeds.
     Paragraph  (ii)  of this opinion is accordingly applicable  to  such
     payment.
     
     Sections  1288 and 1272 of the Code provide a complex set  of  rules
governing  the  accrual of original issue discount.  These rules  provide
that  original issue discount accrues either on the basis of  a  constant
compound interest rate or ratably over the term of the Bond, depending on
the  date the Bond was issued.  In addition, special rules apply  if  the
purchase price of a Bond exceeds the original issue price plus the amount
of original issue discount which would have previously accrued based upon
its  issue  price  (its  "adjusted issue price") to  prior  owners.   The
application of these rules will also vary depending on the value  of  the
bond  on  the  date a Unitholder acquires his Units, and  the  price  the
Unitholder pays for his Units.
     
     Because  the  Trusts  do  not include any "private  activity"  bonds
within  the meaning of Section 141 of the Code issued on or after  August
15, 1986, none of the Trust Fund's interest income shall be treated as an
item  of  tax preference when computing the alternative minimum tax.   In
the  case of corporations, for taxable years beginning after December 31,
1986,  the alternative minimum tax and the Superfund Tax depend upon  the
corporation's taxable income with certain adjustments.
     
     Pursuant  to Section 56(c) of the Code, one of the adjustment  items
used  in  computing alternative minimum taxable income ("AMTI")  and  the
Superfund  Tax  of a corporation (other than an S corporation,  Regulated
Investment  Company, Real Estate Investment Trust or REMIC)  for  taxable
years  beginning after 1989, is an amount equal to 75% of the  excess  of
such  corporation's "adjusted current earnings" over an amount  equal  to
its  AMTI  (before  such  adjustment item and  the  alternative  tax  net
operating loss deduction).  "Adjusted current earnings" includes, all tax-
exempt  interest, including interest on all Bonds in the Trust, and  tax-
exempt original issue discount.
     
     Effective  for  tax  returns  filed after  December  31,  1987,  all
taxpayers  are required to disclose to the Internal Revenue  Service  the
amount of tax-exempt interest earned during the year.
     
     Section  265  of the Code provides for a reduction in  each  taxable
year  of 100 percent of the otherwise deductible interest on indebtedness
incurred or continued by financial institutions, to which either  Section
585  or Section 593 of the Code applies, to purchase or carry obligations
acquired  after  August 7, 1986, the interest on  which  is  exempt  from
Federal  income taxes for such taxable year.  Under rules  prescribed  by
Section  265,  the  amount  of  interest  otherwise  deductible  by  such
financial  institutions  in  any taxable  year  which  is  deemed  to  be
attributable  to  tax-exempt obligations acquired after August  7,  1986,
will  be  the amount that bears the same ratio to the interest  deduction
otherwise  allowable (determined without regard to Section  265)  to  the
taxpayer  for  the taxable year as the taxpayer's average adjusted  basis
(within  the meaning of Section 1016) of tax-exempt obligations  acquired
after August 7, 1986, bears to such average adjusted basis for all assets
of   the  taxpayer,  unless  such  financial  institution  can  otherwise
establish,  under regulations, to be prescribed by the Secretary  of  the
Treasury, the amount of interest on indebtedness incurred or continued to
purchase or carry such obligations.
     
     We  also call attention to the fact that, under Section 265  of  the
Code, interest on indebtedness incurred or continued to purchase or carry
Units  is  not deductible for Federal income tax purposes.   Under  rules
used  by the Internal Revenue Service for determining when borrowed funds
are  considered used for the purpose of purchasing or carrying particular
assets,  the purchase of Units may be considered to have been  made  with
borrowed  funds even though the borrowed funds are not directly traceable
to the purchase of Units.  However, these rules generally do not apply to
interest  paid  on indebtedness incurred for expenditures of  a  personal
nature  such  as  a mortgage incurred to purchase or improve  a  personal
residence.
     
     "The  Revenue  Reconciliation Act of 1993" (the "Tax Act")  subjects
tax-exempt  bonds to the market discount rules of the Code effective  for
bonds purchased after April 30, 1993.  In general, market discount is the
amount  (if any) by which the stated redemption price at maturity exceeds
an  investor's purchase price (except to the extent that such difference,
if  any,  is  attributable to original issue discount not  yet  accrued).
Market  discount can arise based on the price a Trust pays for  Bonds  or
the  price  a Unitholder pays for his or her Units.  Under the  Tax  Act,
accretion  of market discount is taxable as ordinary income; under  prior
law,  the  accretion had been treated as capital gain.   Market  discount
that  accretes while a Trust holds a Bond would be recognized as ordinary
income  by  the Unitholders when principal payments are received  on  the
Bond,  upon sale or at redemption (including early redemption),  or  upon
the sale or redemption of his or her Units, unless a Unitholder elects to
include market discount in taxable income as it accrues.
     
     We  have  also examined the income tax law of the State of Colorado,
which  is  based upon the Federal Law, to determine its applicability  to
the Colorado IM-IT Trust (the "Colorado Trust") being created as part  of
the  Fund  and  to  the holders of Units in the Colorado  Trust  who  are
residents of the State of Colorado ("Colorado Unitholders").  Although we
express  no  opinion  with  respect to the  issuance  of  the  bonds,  in
rendering  our  opinion expressed herein, we have assumed that:  (i)  the
bonds were validly issued, (ii) interest thereon is excludable from gross
income  for federal income tax purposes, and (iii) interest on the bonds,
if received directly by a Unitholder, would be exempt from the income tax
imposed  by  the State that is applicable to individuals and corporations
(the "State Income Tax").  This opinion does not address the taxation  of
persons  other  than  full time residents of Colorado.   Based  upon  the
foregoing  it  is  our opinion that under Colorado  income  tax  law,  as
presently enacted and construed:
     
           a)    The  Colorado Trust is not an association taxable  as  a
     corporation for purposes of Colorado income taxation.
     
          (b)   Each Colorado Unitholder will be treated as owning a pro-
     rata  share of each asset of the Colorado Trust for Colorado  income
     tax  purposes  in the proportion that the number of  Units  of  such
     Trust held by him bears to the total number of outstanding Units  of
     the  Colorado  Trust,  and  the income of the  Colorado  Trust  will
     therefore be treated as the income of each Colorado Unitholder under
     Colorado  law in the proportion described and an item of  income  of
     the  Colorado Trust will have the same character in the hands  of  a
     Colorado Unitholder as it would have in the hands of the Trustee.
     
          (c)    Gain or loss will be recognized by a Colorado Unitholder
     upon redemption or sale of his Units.  Such gain or loss is measured
     by  comparing  the  proceeds of such redemption  or  sale  with  the
     adjusted basis of the Units represented by his Certificate.   Before
     adjustment,  such  basis  would normally be  cost  if  the  Colorado
     Unitholder  has  acquired his Units by purchase,  plus  his  aliquot
     share  of  advances  by  the Trustee to the Colorado  Trust  to  pay
     interest   on   bonds  delivered  after  the  Colorado  Unitholder's
     settlement  date  to the extent that such interest accrued  on  such
     bonds  during  the period from the Colorado Unitholder's  settlement
     date to the date such bonds are delivered to the Colorado Trust, but
     only  to  the  extent that such advances are to  be  repaid  to  the
     Trustee out of interest received by such Trust with respect to  such
     bonds.   In  addition, such basis will be increased by the  Colorado
     Unitholder's  aliquot share of the accrued original  issue  discount
     with  respect to each bond held by such Trust with respect to  which
     there  was  an  original issue discount at the time  such  bond  was
     issued  and  reduced by the annual amortization of bond premium,  if
     any, on the bonds held by the Colorado Trust.
     
          (d)    If  the  Trustee disposes of a bond  (whether  by  sale,
     payment  on  maturity,  redemption or otherwise)  gain  or  loss  is
     recognized  to  the  Colorado Unitholder and the amount  thereof  is
     measured by comparing the Colorado Unitholder's aliquot share of the
     total  proceeds  from  the  transaction  with  his  basis  for   his
     fractional  interest  in  the  bond  disposed  of.   Such  basis  is
     ascertained by apportioning the tax basis for his Units  among  each
     of  the  bonds  (as  of the date on which his units  were  acquired)
     ratably  according to their values as of the valuation date  nearest
     the  date on which he purchased such Units.  A Colorado Unitholder's
     basis in his Units and of his fractional interest in each bond  must
     be  reduced by the amount of his aliquot share of interest  received
     by the Colorado Trust, if any, in bonds delivered after the Colorado
     Unitholder's  settlement  date  to the  extent  that  such  interest
     accrued   on  such  bonds  during  the  period  from  the   Colorado
     Unitholder's settlement date to the date such bonds are delivered to
     the  Colorado  Trust, must be reduced by the annual amortization  of
     bond  premium,  if  any, on bonds held by such  Trust  and  must  be
     increased by the Colorado Unitholder's share of the accrued original
     issue  discount with respect to each bond which, at  the  time  such
     bond was issued, had original issue discount.
     
          (e)    If interest on indebtedness incurred or continued  by  a
     Colorado Unitholder to purchase Units in the Colorado Trust  is  not
     deductible  for  Federal  income  tax  purposes,  it  will  also  be
     nondeductible for Colorado income tax purposes.
     
         (f)   So long as the Colorado Trust holds obligations issued, on
     or  after  May  1, 1980, by the State of Colorado or  its  political
     subdivisions (the "Colorado Bonds"), then to the extent the interest
     on  the Colorado Bonds is excludable from Federal gross income of  a
     Colorado  Unitholder  pursuant to Section  103  of  the  Code,  such
     interest  will be excludable from Colorado adjusted gross income  of
     such Unitholder.
     
          (g)   Any amounts paid under an insurance policy issued to  the
     Colorado  Trust  which  represent  maturing  interest  on  defaulted
     obligations  held  by the Trustee will be excludable  from  Colorado
     adjusted  gross income if, and to the same extent as, such  interest
     is  been  so excludable for federal income tax purposes.   Paragraph
     (f)  of this opinion is accordingly applicable to insurance proceeds
     representing maturing interest.
     
          (h)    Certain  of  the bonds in the Colorado Trust  have  been
     insured by the issuers thereof against default in the prompt payment
     of   principal   and  interest.   Based  upon  the  exemptions   and
     assumptions  referred to above, it is our opinion that  any  amounts
     received  by  the Colorado Trust representing maturing  interest  on
     such  bonds  will be excludable from Colorado adjusted gross  income
     if,  and  to the same extent as, such interest is so excludable  for
     federal  income  tax  purposes.  Paragraph (f) of  this  opinion  is
     accordingly applicable to such payment.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  Colorado  Trust or the proceedings for the issuance thereof  or  the
opinions  of bond counsel with respect thereto, and therefore express  no
opinion  as to the exemption from State income taxes of interest  on  the
Bonds if received directly by a Unitholder.
     
     We  have  also  examined certain laws of the State of  Georgia  (the
"State"),  to  determine their applicability to the Georgia  IM-IT  Trust
(the  "Georgia  Trust") being created as part of  the  Fund  and  to  the
holders  of Units in the Georgia Trust who are residents of the State  of
Georgia ("Unitholders").  The assets of the Georgia Trust will consist of
interest-bearing  obligations issued by or on  behalf  of  the  State  or
counties,  municipalities, authorities or political subdivisions  thereof
(the  "Georgia  Bonds")  or by the Commonwealth of  Puerto  Rico  or  its
political  subdivisions  (the  "Puerto Rico  Bonds")  (collectively,  the
"Bonds").  Distributions of interest on the Bonds received by the Georgia
Trust  will  be made semi-annually unless a Unitholder elects to  receive
them  monthly.  Although we express no opinion with respect  thereto,  in
rendering  the opinion expressed herein, we have assumed that  the  Bonds
were   validly   issued   by  the  State  or  its  instrumentalities   or
municipalities   and   the   Commonwealth  of   Puerto   Rico,   or   its
instrumentalities or municipalities, as the case may be.   Based  on  the
foregoing, and review and consideration of existing State laws, it is our
opinion, and we herewith advise you, as follows:
     
         (a)   For purposes of income taxation by the State or any of its
     counties or municipalities:
          
               (1)   The Georgia Trust is not an association taxable as a
          corporation  and each Unitholder of the Georgia Trust  will  be
          treated  as  the  owner of a pro-rata portion  of  the  Georgia
          Trust,  and  the income of the Georgia Trust will therefore  be
          treated as the income of the Unitholder;
          
               (2)    Interest on the Georgia Bonds and the  Puerto  Rico
          Bonds  which is excludable from gross income for federal income
          tax  purposes when received by the Georgia Trust will be exempt
          from  Georgia  income  taxation  and  therefore  will  not   be
          includible  in  the  income of the Unitholder  for  income  tax
          purposes when distributed by the Georgia Trust and received  by
          the Unitholders;
          
               (3)    Each Unitholder of the Georgia Trust will recognize
          gain or loss for income tax purposes if the Trustee disposes of
          a  bond  (whether  by  sale,  exchange,  payment  on  maturity,
          retirement or otherwise) or if the Unitholder redeems or  sells
          Units  of the Georgia Trust to the extent that such transaction
          results  in  a recognized gain or loss for federal  income  tax
          purposes;
          
              (4)   Due to the amortization of bond premium and the basis
          adjustments   required  by  the  Internal   Revenue   Code,   a
          Unitholder, under some circumstances, may realize taxable  gain
          when  his  or  her  Units  are sold or redeemed  prior  to  the
          maturity of bonds held by the Georgia Trust for an amount equal
          to such Units' original cost;
          
               (5)   In the case of Georgia Bonds issued before March 11,
          1987  with original issue discount the amount of gain  or  loss
          recognized for income tax purposes upon such sale or redemption
          of  Bonds  or  Units may differ from the amount recognized  for
          federal income tax purposes because original issue discount  on
          such  Bonds  will accrue on a ratable basis under Georgia  law;
          and
          
               (6)   Interest on indebtedness incurred by a Unitholder to
          purchase  or carry Units in the Georgia Trust and Trustee  fees
          and  related expenses incurred by the Georgia Trust  which  are
          not  deductible for federal income tax purposes  are  also  not
          deductible under Georgia law.
     
         (b)   Units of the Georgia Trust are not subject to sales or use
     taxation by the State or any political subdivision thereof;
     
         (c)   Georgia Bonds and Bonds issued by the Government of Puerto
     Rico are not subject to intangible personal property taxation by the
     State  or  any political subdivision thereof and although  there  is
     currently  no published administrative interpretation or opinion  of
     the  Attorney  General of Georgia dealing with the status  of  bonds
     issued  by  a political subdivision of Puerto Rico, we have  in  the
     past,   been  advised  orally  by  representatives  of  the  Georgia
     Department  of  Revenue  that such bonds would  also  be  considered
     exempt from such tax;
     
          (d)    No opinion is expressed regarding whether Units  in  the
     Georgia  Trust are subject to intangible personal property  taxation
     by  the  State, however, according to discussions with  the  Georgia
     Department of Revenue, it is the Department's view that Units in the
     Georgia Trust would be subject to such tax;
     
          (e)    Georgia Bonds and Puerto Rico Bonds are not  subject  to
     sales  or  use  taxation  by the State or any political  subdivision
     thereof; and
     
          (f)    In  the case of Trusts for which an insurance policy  or
     policies  with respect to the payment of principal and  interest  on
     the  Georgia  Bonds and Puerto Rico Bonds has been obtained  by  the
     Depositor, any proceeds paid under such policy or policies issued to
     the  Georgia Trust, if any, with respect to the Bonds in the Georgia
     Trust  which  represent  maturing interest on defaulted  obligations
     held  by the Trustee will be exempt from State income taxes if,  and
     to  the same extent  as, such interest would have been so exempt  if
     paid  by  the issuer of the defaulted obligations provided that,  at
     the  time  such  policies are purchased, the amounts paid  for  such
     policies   are  reasonable,  customary  and  consistent   with   the
     reasonable expectation that the issuer of the Bonds, rather than the
     insurer, will pay debt service on the Bonds.  Paragraph a(2) of this
     opinion  is  accordingly applicable to policy proceeds  representing
     maturing interest.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  Georgia  Trust or the proceedings for the issuance  thereof  or  the
opinions  of bond counsel with respect thereto, and therefore express  no
opinion  as to the exemption from State income taxes of interest  on  the
Bonds if received directly by a Unitholder.
     
     We  have also examined  certain laws of the State of New Mexico,  to
determine  their applicability to the New Mexico Trust (the  "New  Mexico
Trust")  being created as a part of the Fund and to the holders of  Units
of  the  New  Mexico Trust who are residents of the State of  New  Mexico
("New Mexico Unitholders").
     
     The  assets of the New Mexico Trust will consist of interest-bearing
obligations  issued  by or on behalf of the State  of  New  Mexico  ("New
Mexico")   or   counties,   municipalities,  authorities   or   political
subdivisions  thereof (the "New Mexico Bonds") or by the Commonwealth  of
Puerto  Rico, Guam and the United States Virgin Islands (the  "Possession
Bonds") (collectively, the "Bonds").
     
     Although we express no opinion with respect to the issuance  of  the
Bonds,  in rendering our opinion expressed herein, we have assumed  that:
(i)  the  Bonds  were  validly  issued,  (ii)  the  interest  thereon  is
excludable  from gross income for federal income tax purposes  and  (iii)
the  interest thereon is exempt from taxation for purposes of the  income
tax imposed on individuals and the income tax imposed on corporations  by
New  Mexico  (collectively, the "New Mexico  State  Income  Tax").   This
opinion  does  not address the taxation of persons other than  full  time
residents of New Mexico.
     
     Based  on  the  foregoing, and based on review and consideration  of
existing  laws of New Mexico as of this date, it is our opinion,  and  we
herewith advise you, as follows:
     
          (1)   The New Mexico Trust will not be subject to tax under the
     New Mexico State Income Tax.
     
          (2)    Income on the Bonds which is exempt from the New  Mexico
     State  Income Tax when received by the New Mexico Trust,  and  which
     would  be  exempt from the New Mexico State Income Tax  if  received
     directly  by  a  New Mexico Unitholder, will retain  its  status  as
     exempt  from  such  tax when received by the New  Mexico  Trust  and
     distributed  to  such New Mexico Unitholder provided  that  the  New
     Mexico  Trust complies with the reporting requirements contained  in
     the New Mexico State Income Tax Regulations.
     
          (3)   To the extent that interest income, derived from the  New
     Mexico  Trust  by a Unitholder with respect to Possession  Bonds  is
     excludable  from  gross  income  for  Federal  income  tax  purposes
     pursuant  to  48 U.S.C. 745, 48 U.S.C. 1423a, or 48 U.S.C.  1403,
     such  interest income, will not be subject to the New  Mexico  State
     Income Tax.
     
         (4)   Each New Mexico Unitholder will recognize gain or loss for
     New  Mexico State Income Tax purposes if the Trustee disposes  of  a
     bond (whether by redemption, sale or otherwise) or if the New Mexico
     Unitholder  redeems or sells Units of the New Mexico  Trust  to  the
     extent that such a transaction results in a recognized gain or  loss
     to such New Mexico Unitholder for federal income tax purposes.
     
          (5)    Although no opinion is expressed herein,  we  have  been
     informally advised by the Tax Information Division of the New Mexico
     Department  of  Revenue  that  any  insurance  proceeds  paid  under
     policies  which represent maturing interest on defaulted obligations
     which  are  excludable  from gross income  for  federal  income  tax
     purposes  should be excludable form the New Mexico State Income  Tax
     to  the same extent as such interest would have been if paid by  the
     issuer of such Bonds held by the New Mexico Trust.
     
          (6)    The  New  Mexico  State Income Tax  does  not  permit  a
     deduction  of  interest  paid  on  indebtedness  or  other  expenses
     incurred  (or continued) in connection with the purchase or carrying
     of  Units in the New Mexico Trust to the extent that interest income
     related  to  the  ownership of Units is exempt from the  New  Mexico
     income tax.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  New Mexico Trust or the proceedings for the issuance thereof or  the
opinions  of bond counsel with respect thereto, and therefore express  no
opinion  as to the exemption from federal income taxation of interest  on
the  Bonds or from the New Mexico State Income Tax of interest or profits
on  the  Bonds if interest thereon had been received directly  by  a  New
Mexico Unitholder.

                                    Very truly yours,
                                    
                                    Chapman and Cutler
MJK/ch

                                                        Exhibit 3.3
                          Tanner Propp & Farber
                             99 Park Avenue
                        New York, New York  10016
                                    
                           September 15, 1994
                                    
Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust,
Multi-Series 232
c/o The Bank of New York,
As Trustee
101 Barclay Street, 17 West
New York, New York 10286

Dear Sirs:
     
     We  have acted as special counsel for the Insured Municipals  Income
Trust  and  Investors'  Quality Tax-Exempt Trust, Multi-Series  232  (the
"Fund")  consisting of Colorado Insured Municipals Income  Trust,  Series
70,  Georgia  Insured  Municipals Income Trust,  Series  72,  New  Jersey
Insured Municipals Income Trust, Series 96, New Mexico Insured Municipals
Income Trust, Series 15 and Investors' Quality Tax-Exempt Trust, National
Series  87 (in the aggregate the "Trusts" and individually "Trusts")  for
the  purpose of determining the applicability of certain New  York  taxes
under the circumstances hereinafter described.
     
        The   Fund  is  created  pursuant  to  a  Trust  Agreement   (the
"Indenture"), dated as of today (the "Date of Deposit") among Van  Kampen
Merritt Inc. (the "Depositor"), American Portfolio Evaluation Services, a
division  of Van Kampen Merritt Investment Advisory Corp., as  Evaluator,
and The Bank of New York as Trustee (the "Trustee").  As described in the
prospectus  relating to the Fund dated today to be filed as an  amendment
to  a  registration  statement previously filed with the  Securities  and
Exchange  Commission (file number 33-54983) under the Securities  Act  of
1933,  as amended (the "Prospectus"), the objectives of the Fund are  the
generation  of  income exempt from Federal taxation and as  regards  each
Trust  denominated with the name of a state exempt from  income  tax,  if
any, of the denominated in the name of that Trust to the extent indicated
in  the  Prospectus.  No opinion is expressed herein with regard  to  the
Federal  or  State tax aspects of the bonds, the Fund, and units  of  the
Trust (the "Units"), or any interest, gains or losses in respect thereof.
     
     As  more fully set forth in the Indenture and in the Prospectus, the
activities of the Trustee will include the following:
     
     On  the Date of Deposit, the Depositor will deposit with the Trustee
with  respect  to  each Trusts, the total principal  amount  of  interest
bearing  obligations and/or contracts for the purchase  thereof  together
with  an  irrevocable  letter of credit in the amount  required  for  the
purchase  price and accrued interest, if any, and, in the case of  Trusts
denominated as "Insured," an insurance policy purchased by the  Depositor
evidencing the insurance guaranteeing the timely payment of principal and
interest  of  the obligations comprising the corpus of that  Trust  other
than  those  obligations the timely payment of principal and interest  of
which  are  guaranteed  by an insurance policy purchased  by  the  issuer
thereof  or a prior owner, which may include the Depositor prior  to  the
Date  of  Deposit, as more fully set forth in the Prospectus with respect
to each Trust.
     
     We  understand  with  respect to the obligations  described  in  the
preceding  paragraph  that  all  insurance,  whether  purchased  by   the
Depositor,  the issuer or a prior owner, provides, or will provide,  that
the  amount paid by the insurer in respect of any bond may not exceed the
amount of principal and interest due on the bond and such payment will in
no  event  relieve the issuer from its continuing obligation to pay  such
defaulted  principal and interest in accordance with  the  terms  of  the
obligation.
     
     The Trustee will not participate in the selection of the obligations
to  be deposited in the Fund, and, upon the receipt thereof, will deliver
to  the  Depositor  a  registered certificate for  the  number  of  Units
representing the entire capital of each of the Trusts as more  fully  set
forth in the Prospectus and the Registration Statement.  The Units, which
are  represented by certificates ("Certificates"), will be offered to the
public  by  the  Prospectus upon the effectiveness  of  the  Registration
Statement.
     
     The  duties  of the Trustee, which are ministerial in  nature,  will
consist  primarily  of crediting the appropriate accounts  with  interest
received by each of the Trusts and with the proceeds from the disposition
of  obligations held in each of the Trusts and the distribution  of  such
interest  and  proceeds to the Unit holders of that Trust.   The  Trustee
will  also  maintain  records of the registered holders  of  Certificates
representing  an interest in each Trust and administer the redemption  of
Units  by such Certificate holders and may perform certain administrative
functions with respect to an automatic investment option.
     
     Generally, obligations held in the Fund may be removed therefrom  by
the  Trustee only upon redemption prior to their stated maturity, at  the
direction of the Depositor in the event of an advance refunding, or  upon
the  occurrence of certain other specified events which adversely  affect
the sound investment character of the Fund, such as default by the issuer
in  payment  of interest or principal on the obligation and no  provision
for  payment is made therefor either pursuant to the portfolio  insurance
or  otherwise  and  the Depositor fails to instruct the  Trustee,  within
thirty (30) days after notification, to hold such obligation.
     
     Prior  to  the termination of the Fund, the Trustee is empowered  to
sell  Bonds, from a list furnished by the Evaluator, only for the purpose
of  redeeming Units tendered to it and of paying expenses for which funds
are  not  available.  The Trustee does not have the  power  to  vary  the
investment of any Unit holder in the Fund, and under no circumstances may
the  proceeds  of  sale of any obligations held by the Fund  be  used  to
purchase new obligations to be held therein.
     
     Article  9-A  of  the New York Tax Law imposes a  franchise  tax  on
business corporations, and, for purposes of that Article, Section  208(l)
defines  the  term  "corporation" to include, among  other  things,  "any
business conducted by a trustee or trustees wherein interest or ownership
is evidenced by certificate or other written instrument."
     
     The Regulations promulgated under Section 208 provide as follows:
          
          The term "trust" includes any business conducted by a
          trustee or trustees in which interest or ownership is
          evidenced by certificate or other written instrument.
          Such  a  trust  includes, but is not limited  to,  an
          association  commonly  referred  to  as  a  "business
          trust"  or  "Massachusetts  trust."   In  determining
          whether  a  trustee  or  trustees  are  conducting  a
          business,   the   form  of  the   agreement   is   of
          significance  but  is  not controlling.   The  actual
          activities  of  the  trustee or trustees,  not  their
          purposes  and  powers, will be regarded  as  decisive
          factors in determining whether a trust is subject  to
          tax  under Article 9-A.  The mere investment of funds
          and   the   collection  of  income  therefrom,   with
          incidental replacement of securities and reinvestment
          of  funds,  does  not constitute  the  conduct  of  a
          business in the case of a business conducted  by  the
          trustee  or trustees. 20 NYCRR 1-2.3(b)(2) (July  11,
          1990).
     
     New York cases dealing with the question of whether a trust will  be
subject  to the franchise tax have also delineated the general rule  that
where  a  trustee  merely invests funds and collects and distributes  the
income therefrom, the trust is not engaged in business and is not subject
to  the  franchise tax.  Burrell v. Lynch, 274 A.D. 347, 84 N.Y.S.2d  171
(3rd Dept. 1948), order resettled, 274 A.D. 1073, 85 N.Y.S.2d 705 (1949).
     
     An opinion of the Attorney General of the State of New York, 47 N.Y.
Atty.  Gen. Rep. 213 (Nov. 24, 1942), it was held that where the  trustee
of  an  unincorporated investment trust was without authority to reinvest
amounts  received  upon  the sales of securities  and  could  dispose  of
securities  making  up  the  trust only upon  the  happening  of  certain
specified  events or the existence of certain specified  conditions,  the
trust was not subject to the franchise tax.
     
     In  the  instant  situation, the Trustee is not  empowered  to  sell
obligations contained in the corpus of the Fund and reinvest the proceeds
therefrom.   Further, the power to sell such obligations  is  limited  to
circumstances  in  which  the  creditworthiness  or  soundness   of   the
obligation  is  in question or in which cash is needed to  pay  redeeming
Unit holders or to pay expenses, or where the Fund is liquidated pursuant
to  the termination of the Indenture.  Only in circumstances in which the
issuer of an obligation attempts to refinance it can the Trustee exchange
an  obligation for a new security.  In substance, the Trustee will merely
collect  and  distribute  income and will  not  reinvest  any  income  or
proceeds, and the Trustee has no power to vary the investment of any Unit
holder in a Trust.
     
     Under Subpart E of Part I, Subchapter J of Chapter 1 of the Internal
Revenue  Code of 1986, as amended (the "Code"), the grantor  of  a  trust
will  be deemed to be the owner of the trust under certain circumstances,
and  therefore  taxable  on  his proportionate  interest  in  the  income
thereof.   Where this Federal tax rule applies, the income attributed  to
the  grantor will also be income to him for New York income tax purposes.
See  TSB-M-78(9)(c), New York Department of Taxation and Finance June 23,
1978.
     
     By  letter, dated today, Messrs. Chapman and Cutler, counsel for the
Depositor,  rendered their opinion that each Unit holder of a Trust  will
be  considered  as  owning a share of each asset of  that  Trust  in  the
proportion  that  the number of Units held by such holder  bears  to  the
total  number  of  Units outstanding and the income of a  Trust  will  be
treated  as  the  income  of  each Unit holder  of  that  Trust  in  said
proportion pursuant to Subpart E of Part E, subchapter J of Chapter 1  of
the Code.
     
     Based  on  the foregoing and on the opinion of Messrs.  Chapman  and
Cutler,   counsel  for  the  Depositor,  dated  today,  upon   which   we
specifically  rely,  we  are  of the opinion that  under  existing  laws,
rulings  and court decisions interpreting the laws of the State and  City
of New York.

      1.    Each  Trust will not constitute an association taxable  as  a
corporation under New York law and, accordingly, will not be  subject  to
tax  on its income under the New York franchise tax or the New York  City
general corporation tax.

      2.   The income of each of the Trusts will be treated as the income
of  the  Unit holders under the income tax laws of the State and City  of
New York.

     3.   Unit holders who are not residents of the State of New York are
not  subject to the income tax laws thereof with respect to any  interest
or  gain  derived  from  the Fund or any gain  from  the  sale  or  other
disposition of the Units, except to the extent that such interest or gain
is  from property employed in a business, trade, profession or occupation
carried on in the State of New York.
     
     In  addition,  we  are of the that opinion no New York  State  stock
transfer  tax  will  be  payable  in  respect  of  any  transfer  of  the
Certificates  by  reason of the exemption contained in paragraph  (a)  of
Subdivision 8 of Section 270 of the New York Tax Law.
     
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Units and to the use of  our  name
and  the reference to our firm in the Registration Statement and  in  the
Prospectus.
                                    
                                    Very truly yours,
                                    
                                    
                                    Tanner Propp & Farber
MJK:clh

                                                         Exhibit 3.4
                      Pitney, Hardin, Kipp & Szuch
                              P.O. Box 1945
                    Morristown, New Jersey 07962-1945
                                    
                           September 15, 1994

Van Kampen Merritt Inc.
17W110 22nd Street
Oakbrook Terrace, Illinois 60181
     
     Re:     Insured Municipals Income Trust and Investors'
               Quality Tax-Exempt Trust, Multi-Series 232
        (New Jersey Insured Municipals Income Trust,  Series 96)
                                    
Gentlemen:
     
     We  have acted as special counsel, with respect to New Jersey  state
tax  matters,  to Insured Municipals Income Trust and Investors'  Quality
Tax-Exempt Trust, Multi-Series 232 (the "Fund") concerning a Registration
Statement (No. 33-54983) on Form S-6 under the Securities Act of 1933, as
amended,  covering  the  issuance by the  Fund  of  units  of  fractional
undivided  interest  (the "Units") in several state  trusts  (the  "State
Trusts"),  one  of which is New Jersey Insured Municipals  Income  Trust,
Series 96 included as a part of the Fund (the "New Jersey Trust").   Such
Units will be purchased by various investors ("Certificateholders").
     
     The  Fund  is  organized under a Trust Indenture and Agreement  (the
"Indenture")  of even date herewith (the "Date of Deposit")  between  Van
Kampen  Merritt Inc. (the "Depositor") and The Bank of New  York  through
its  Wall  Street Trust division (the "Trustee").  Each Unit of  the  New
Jersey  Trust represents a fractional undivided interest in the principal
and  net  income of the New Jersey Trust.  The New Jersey Trust  will  be
comprised  of  that  number of units which will  establish  as  close  as
possible as of the Date of Deposit a Public Offering Price (as defined in
the  Prospectus)  per  Unit  of $1,000.  The New  Jersey  Trust  will  be
administered   as   a   distinct  entity  with   separate   certificates,
investments, expenses, books and records.
     
     In  acting  as special counsel, we have examined such documents  and
records  with respect to a prior series, Insured Municipals Income  Trust
and  Investors' Quality Tax-Exempt Trust, Multi-Series 232,  as  we  deem
necessary,  including,  but  not limited  to,  the  Trust  Indenture  and
Agreement  (the  "Multi-Series 226 Indenture") and the  Prospectus.   You
have advised that the Indenture is identical in all material respects  to
the  Multi-Series 226 Indenture.  You have also advised that the  opinion
of  Messrs.  Chapman  and Cutler with respect to the Federal  income  tax
status   of   the   Fund,   its  constituent   State   Trusts   and   its
Certificateholders, is in all material respects identical to the  opinion
issued  by Messrs.  Chapman and Cutler for the Insured Municipals  Income
Trust and Investors' Quality Tax-Exempt Trust, Multi-Series 232.
     
     We  note  that  the assets of the New Jersey Trust will  consist  of
interest-bearing obligations issued by or on behalf of the State  of  New
Jersey,  and  counties, municipalities, authorities and  other  political
subdivisions thereof, and certain territories of the United  States  (the
"Bonds"). Distributions of the interest received by the New Jersey  Trust
will   be  made  to  each  Certificateholder  semi-annually  unless   the
Certificateholder  elects  to receive such  distributions  on  a  monthly
basis.   In  the opinion of bond counsel to each issuer, the interest  on
all Bonds in the New Jersey Trust is exempt from Federal income tax under
existing law.
     
     We  understand  that  on  the  Date of  Deposit  the  Depositor  has
deposited with the Trustee the total principal amount of interest-bearing
obligations  and/or contracts for the purchase thereof together  with  an
irrevocable  letter  of credit in the amount required  for  the  purchase
price and accrued interest, if any, and an insurance policy purchased  by
the Depositor evidencing the insurance guaranteeing the timely payment of
principal  and interest of some of the obligations comprising the  corpus
of  the Fund, as more fully set forth in the Preliminary Prospectus.  All
other obligations included in the deposit described above will be covered
by  insurance  obtained  by  the issuer of such obligations  guaranteeing
timely  payment of principal and interest.   Such insurance will  provide
that the amount paid by the insurer in respect of any Bond may not exceed
the  amount  of principal and interest due on the Bond and  such  payment
will in no event relieve the issuer from its continuing obligation to pay
such defaulted principal and interest in accordance with the terms of the
obligation.
     
     Section  2.04 of the Indenture provides that each State Trust  is  a
separate  and  distinct trust for all purposes, the assets of  one  State
Trust may not be commingled with the assets of any other State Trust, and
the  expenses of one State Trust shall not be charged against  any  other
State  Trust.   Section  2.04  further  provides  that  the  certificates
representing  the ownership of an undivided fractional  interest  in  one
State  Trust shall not be exchangeable for certificates representing  the
ownership of an undivided fractional interest in any other State Trust.
     
     The Indenture provides further, among other things, that the Trustee
shall:
     
          (a)   collect all interest and monies payable to the New Jersey
     Trust,  and  hold  the funds collected in trust  on  behalf  of  the
     Certificateholders of the New Jersey Trust;
     
          (b)    set aside from such funds any amounts necessary for  the
     reimbursement of advances and for the payment of expenses, taxes and
     governmental charges in respect of the New Jersey Trust;
     
         (c)   distribute all remaining amounts semi-annually, or monthly
     if  so elected by a Certificateholder, to the Certificateholders  in
     proportion to their interest in the New Jersey Trust;
     
          (d)    redeem  any  certificates tendered for redemption  by  a
     Certificateholder  provided  that  the  Trustee  has  notified   the
     Depositor  of  the tender and the Depositor has failed  to  indicate
     within  a time specified in the Indenture that it will purchase  the
     tendered certificates from the tendering Certificateholder;
     
          (e)    sell or liquidate any or all Bonds at the sole direction
     of  the  Depositor and at such price and time and in such manner  as
     shall  be  determined by the Depositor, provided that the  Depositor
     has  determined that any one or more of certain conditions specified
     in the Indenture exists;
     
          (f)   in connection with an offer made by an obligor of any  of
     the Bonds to issue new obligations, in exchange and substitution for
     any  issue  of  Bonds  pursuant  to a  plan  for  the  refunding  or
     refinancing of such Bonds, pursuant to the sole instruction  of  the
     Depositor in writing, reject such offer and either hold or sell such
     Bonds,  or  accept or reject such offer or to take any other  action
     with respect thereto as the Depositor may deem proper; and
     
          (g)    at  the  direction of the Depositor, acquire Replacement
     Bonds,  as defined in the Prospectus, to make up the original corpus
     of  the  New  Jersey Trust in the event of a failure to deliver  any
     Bond  that  has  been  purchased for the New Jersey  Trust  under  a
     contract,  including those Bonds purchased on a  "when,  as  and  if
     issued" basis.
     
     The  Trustee  has  no  power of sale except  (a)  on  order  of  the
Depositor   as  stated  herein,  (b)  to  provide  funds,  not  otherwise
available, to pay taxes, charges, expenses, fees or indemnities,  (c)  in
case  of default on any of the Bonds, but only after notification of  the
Depositor,  and provided that the Depositor has not, within  30  days  of
such notification, given any instructions to sell or to hold, or has  not
taken  any  other action in connection with, such Bonds, or (d)  for  the
purpose of redeeming certificates tendered by any Certificateholder.  The
Trustee has no power to reinvest, except as stated in Section 3.08 of the
Indenture.  Such limited power of reinvestment is in furtherance  of  the
Trustee's obligation to protect the trust assets, and does not constitute
power to vary investments.
     
     The  Indenture  provides  further,  among  other  things,  that  the
Certificateholders:
     
          (a)    may  tender  their certificate or  certificates  to  the
     Trustee for redemption except in limited circumstances;
     
         (b)   will not have any right to vote or in any manner otherwise
     control  the  operation and management of the Fund, the  New  Jersey
     Trust, or the obligations of the Depositor or Trustee;
     
          (c)    may  elect to receive distributions from the New  Jersey
     Trust on a monthly basis;
     
          (d)   may terminate the New Jersey Trust at any time by written
     consent   of  Certificateholders  representing  51%  of   the   then
     outstanding Units of the New Jersey Trust; and
     
         (e)   shall be under no liability to any third persons by reason
     of  any  action  taken  by the Depositor or  Trustee  or  any  other
     Certificateholder, or any other cause whatsoever.
     
     You have advised that, in the opinion of Messrs. Chapman and Cutler,
for Federal income tax purposes the Fund and New Jersey Trust will not be
taxable  as  a  corporation or association but will be  governed  by  the
provisions  of  Subchapter J (relating to trusts) of  Chapter  1  of  the
Internal  Revenue Code of 1986, as amended.  Each Certificateholder  will
be considered the owner of a pro rata portion of the New Jersey Trust and
will  be  subject to tax on the income therefrom under the provisions  of
Subpart  E of Subchapter J of Chapter 1 of the Internal Revenue  Code  of
1986,  as  amended.  The New Jersey Trust itself will not be  subject  to
Federal  income  taxes.  For Federal income tax purposes,  each  item  of
trust  income  will  have  the  same  character  in  the  hands  of   the
Certificateholder  as  it  would  have  in  the  hands  of  the  Trustee.
Accordingly,  to  the  extent that the income of  the  New  Jersey  Trust
consists  of interest excludable from gross income under Section  103  of
the  Internal  Revenue  Code of 1986, as amended,  such  income  will  be
excludable   from   Federal  gross  income  of   the   Certificateholder.
Furthermore, any proceeds paid under the insurance policy issued  to  the
Trustee  of  the  Fund  which represent maturing  interest  on  defaulted
obligations  held  by the Trustee will be excludable from  Federal  gross
income  if, and to the same extent as, such interest would have  been  so
excludable  if  paid by the issuer of the defaulted obligations  and  the
excludability from Federal gross income of interest on Bonds which may be
insured  by policies issued directly to the respective Bond issuers  will
not  be  affected if the source of any interest payment  is  from  policy
proceeds.
     
     Based  on  our  examination of the Multi-Series 226 Indenture,  your
advice  that the Indenture is identical in all material respects  to  the
Multi-Series  226  Indenture, your advice that  the  opinion  of  Messrs.
Chapman and Cutler with respect to the Federal income tax status  of  the
Fund, its constituent State Trusts and its Certificateholders dated as of
the  date hereof is identical in all material respects to its counterpart
in  the  prior  issue of Insured Municipals Income Trust  and  Investors'
Quality  Tax-Exempt Trust, Multi-Series 232, and, with respect to Federal
income  tax matters, with your approval, relying solely upon the  opinion
of  Messrs.  Chapman  and  Cutler, and  our  examination  of  such  other
documents, records and matters of law as we deem necessary, we are of the
opinion that for New Jersey state and local tax purposes:
     
          1.   The New Jersey Trust will be recognized as a trust and not
     an  association taxable as a corporation.  The New Jersey Trust will
     not be subject to the New Jersey Corporation Business Tax or the New
     Jersey Corporation Income Tax.
     
           2.    With respect to the non-corporate Certificateholders who
     are  residents  of  New Jersey, the income of the New  Jersey  Trust
     which is allocable to each such Certificateholder will be treated as
     the  income  of  such Certificateholder under the New  Jersey  Gross
     Income  Tax.  Interest on the underlying Bonds which would be exempt
     from  New  Jersey  Gross  Income Tax if directly  received  by  such
     Certificateholder will retain its status as tax-exempt interest when
     received   by  the  New  Jersey  Trust  and  distributed   to   such
     Certificateholder.   Any proceeds paid under  the  insurance  policy
     issued to the Trustee of the Fund with respect to the Bonds or under
     individual  policies  obtained by issuers of Bonds  which  represent
     maturing interest on defaulted obligations held by the Trustee  will
     be  exempt  from  New Jersey Gross Income Tax if, and  to  the  same
     extent  as, such interest would have been so exempt if paid  by  the
     issuer of the defaulted obligations.
     
           3.   A non-corporate Certificateholder will not be subject  to
     the New Jersey Gross Income Tax on any gain realized either when the
     New  Jersey  Trust  disposes of a Bond (whether by  sale,  exchange,
     redemption,  or  payment at maturity) or when the  Certificateholder
     redeems  or  sells his Units, or upon payment of any proceeds  under
     the  insurance policy issued to the Trustee of the Fund with respect
     to  the  Bonds or under individual policies obtained by  issuers  of
     Bonds  which  represent maturing principal on defaulted  obligations
     held by the Trustee.  Any loss realized on such disposition may  not
     be  utilized  to offset gains realized by such Certificateholder  on
     the  disposition of assets the gain on which is subject to  the  New
     Jersey Gross Income Tax.
     
           4.   Units of the New Jersey Trust may be taxable on the death
     of a Certificateholder under the New Jersey Transfer Inheritance Tax
     law or the New Jersey Estate Tax Law.
     
          5.   If a Certificateholder is a corporation subject to the New
     Jersey  Corporation  Business Tax or New Jersey  Corporation  Income
     Tax,  interest  from  the Bonds in the New  Jersey  Trust  which  is
     allocable  to such corporation will be includable in its entire  net
     income  for purposes of the New Jersey Corporation Business  Tax  or
     New  Jersey  Corporation  Income  Tax,  less  any  interest  expense
     incurred  to  carry  such  investment to the  extent  such  interest
     expense  has not been deducted in computing Federal taxable  income.
     Net  gains  derived  by such corporation on the disposition  of  the
     Bonds  by  the New Jersey Trust or on the disposition of  its  Units
     will  be  included in its entire net income for purposes of the  New
     Jersey  Corporation  Business Tax or New Jersey  Corporation  Income
     Tax.   Any  proceeds paid under the insurance policy issued  to  the
     Trustee  of  the Fund with respect to the Bonds or under  individual
     policies  obtained  by  issuers of Bonds  which  represent  maturing
     interest or maturing principal on defaulted obligations held by  the
     Trustee  will be included in its entire net income for  purposes  of
     the  New  Jersey Corporation Business Tax or New Jersey  Corporation
     Income  Tax if, and to the same extent as, such interest or proceeds
     would  have been so included if paid by the issuer of the  defaulted
     obligations.
     
     We  have not examined any of the obligations to be deposited in  the
Fund,  and  express  no opinion as to whether the interest  on  any  such
obligations  would  in  fact  be tax-exempt if  directly  received  by  a
Certificateholder;  nor  have  we made  any  review  of  the  proceedings
relating to the issuance of Bonds or the basis for bond counsel opinions.
     
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm and a summary  of
this  opinion  included in such Registration Statement  and  the  related
Prospectus.  In giving such consent we do not thereby admit that  we  are
in  the category of persons whose consent is required by Section 7 of the
Securities  Act  of  1933,  as amended, and  the  rules  and  regulations
thereunder.
     
     Except  as  indicated in the immediately preceding paragraph  hereof
and except with our prior written consent, this opinion may not be quoted
in  whole  or  in  part  or otherwise referred  to  in  any  document  or
instrument or be furnished to or relied upon by any person other than the
addressee  and  The  Bank  of  New York through  its  Wall  Street  Trust
division, as Trustee (including any successor trustee).
                                    Very truly yours,
                                    
                                    Pitney, Hardin, Kipp & Szuch


                                                              Exhibit 4.1
Interactive Data
14 Wall Street
New York, New York  10005

September 14, 1994

Van Kampen Merritt, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181
     
     Re: Insured Municipals Income Trust and Investors' Quality
      Tax-Exempt Trust, Multi-Series 232 (A Unit Investment Trust)
     Registered Under the Securities Act of 1933, File No. 33-54983
                                    
Gentlemen:
     
     We  have examined the Registration Statement for the above captioned
Fund, copy of which is attached hereto.
     
     We   hereby   consent  to  the  reference  in  the  Prospectus   and
Registration  Statement for the above captioned Fund to Interactive  Data
Services,  Inc.,  as  the Evaluator, and to the use  of  the  Obligations
prepared by us which are referred to in such Prospectus and Statement.
     
     You are authorized to file copies of this letter with the Securities
and Exchange Commission.

Very truly yours,

James Perry
Vice President

                                                       Exhibit 4.2
Standard & Poor's Corporation
25 Broadway
New York, New York  10004-1064

Mr. Mark Kneedy
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois  60603
     
     Re:Insured Municipals Income Trust  and Investors' Quality
                        Tax-Exempt Trust, Multi-Series 232
     
     
     Pursuant to your request for a Standard & Poor's rating on the units
of  the  above-captioned  trust,  SEC #33-54983,  we  have  reviewed  the
information presented to us and have assigned a 'AAA' rating to the units
of  the trust and a 'AAA' rating to the securities contained in the trust
for  as  long  as  they  remain in the trust.   The  ratings  are  direct
reflections, of the portfolio of the trust, which will be composed solely
of  securities  covered by bond insurance policies  that  insure  against
default  in  the payment of principal and interest on the  securities  so
long  as they remain in the trust.  Since such policies have been  issued
by  one  or  more  insurance companies which have been assigned  a  'AAA'
claims  paying ability rating by S&P, S&P has assigned a 'AAA' rating  to
the  units of the trust and to the securities contained in the trust  for
as long as they remain in the trust.
     
     You have permission to use the name of Standard & Poor's Corporation
and  the above-assigned ratings in connection with your dissemination  of
information relating to these units, provided that it is understood  that
the ratings are not "market" ratings nor recommendations to buy, hold, or
sell  the  units of the trust or the securities contained in  the  trust.
Further,  it should be understood the rating on the units does  not  take
into  account the extent to which fund expenses or portfolio asset  sales
for  less than the fund's purchase price will reduce payment to the  unit
holders  of  the  interest  and principal required  to  be  paid  on  the
portfolio  assets.   S&P reserves the right to advise  its  own  clients,
subscribers,  and the public of the ratings.  S&P relies on  the  sponsor
and  its  counsel,  accountants, and other experts for the  accuracy  and
completeness of the information submitted in connection with the ratings.
S&P  does  not  independently verify the truth or accuracy  of  any  such
information.
     
     This letter evidences our consent to the use of the name of Standard
&  Poor's Corporation in connection with the rating assigned to the units
in  the registration statement or prospectus relating to the units or the
trust.  However, this letter should not be construed as a consent by  us,
within the meaning of Section 7 of the Securities Act of 1933, to the use
of  the  name  of  Standard & Poor's Corporation in connection  with  the
ratings  assigned  to the securities contained in  the  trust.   You  are
hereby  authorized to file a copy of this letter with the Securities  and
Exchange Commission.
     
     Please  be  certain to send us three copies of your final prospectus
as  soon  as it becomes available.  Should we not receive them  within  a
reasonable  time  after the closing or should they  not  conform  to  the
representations made to us, we reserve the right to withdraw the rating.
     
     We  are pleased to have had the opportunity to be of service to you.
If we can be of further help, please do not hesitate to call upon us.
                                    
                                    Sincerely,
                                                                        
                                    Vincent S. Orgo

*Consisting of:
   Colorado Insured Municipals Income Trust,  Series 70
   Georgia Insured Municipals Income Trust,  Series 72
   New Jersey Insured Municipals Income Trust,  Series 96
   New Mexico Insured Municipals Income Trust,  Series 15
   Investors Quality Tax-Exempt Trust, National Series 87
   


                                                            Exhibit 4.3

            Independent Certified Public Accountants' Consent
     
     We have issued our report dated September 15, 1994 on the statements
of  condition  and  related bond portfolios of Insured Municipals  Income
Trust and Investors' Quality Tax-Exempt Trust, Multi-Series 232 (Colorado
IM-IT,  Georgia  IM-IT, New Jersey IM-IT, New Mexico IM-IT  and  National
Quality  Trusts)  as of September 15, 1994 contained in the  Registration
Statement  on Form S-6 and in the Prospectus.  We consent to the  use  of
our report in the Registration Statement and in the Prospectus and to the
use  of  our  name  as  it  appears under  the  caption  "Other  Matters-
Independent Certified Public Accountants."
                                    
                                    Grant Thornton

Chicago, Illinois
September 15, 1994


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects current period taken from 487 on 9-15-94 it is unaudited
</LEGEND>
<SERIES>
 <NUMBER> 70
 <NAME>  Colorado IM-IT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               OTHER                
<FISCAL-YEAR-END>                    JUN-30-1994 
<PERIOD-START>                       SEP-15-1994 
<PERIOD-END>                         SEP-15-1994 
<INVESTMENTS-AT-COST>                    2955008 
<INVESTMENTS-AT-VALUE>                   2955008 
<RECEIVABLES>                              53151 
<ASSETS-OTHER>                                 0 
<OTHER-ITEMS-ASSETS>                           0 
<TOTAL-ASSETS>                           3008159 
<PAYABLE-FOR-SECURITIES>                       0 
<SENIOR-LONG-TERM-DEBT>                        0 
<OTHER-ITEMS-LIABILITIES>                  23405 
<TOTAL-LIABILITIES>                        23405 
<SENIOR-EQUITY>                                0 
<PAID-IN-CAPITAL-COMMON>                 2984754 
<SHARES-COMMON-STOCK>                       3137 
<SHARES-COMMON-PRIOR>                          0 
<ACCUMULATED-NII-CURRENT>                      0 
<OVERDISTRIBUTION-NII>                         0 
<ACCUMULATED-NET-GAINS>                        0 
<OVERDISTRIBUTION-GAINS>                       0 
<ACCUM-APPREC-OR-DEPREC>                       0 
<NET-ASSETS>                                 951 
<DIVIDEND-INCOME>                              0 
<INTEREST-INCOME>                              0 
<OTHER-INCOME>                                 0 
<EXPENSES-NET>                                 0 
<NET-INVESTMENT-INCOME>                        0 
<REALIZED-GAINS-CURRENT>                       0 
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<DISTRIBUTIONS-OF-INCOME>                      0 
<DISTRIBUTIONS-OF-GAINS>                       0 
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<NUMBER-OF-SHARES-SOLD>                        0 
<NUMBER-OF-SHARES-REDEEMED>                    0 
<SHARES-REINVESTED>                            0 
<NET-CHANGE-IN-ASSETS>                         0 
<ACCUMULATED-NII-PRIOR>                        0 
<ACCUMULATED-GAINS-PRIOR>                      0 
<OVERDISTRIB-NII-PRIOR>                        0 
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<RETURNS-OF-CAPITAL>                           0 
<PER-SHARE-NAV-END>                            0 
<EXPENSE-RATIO>                                0 
<AVG-DEBT-OUTSTANDING>                         0 
<AVG-DEBT-PER-SHARE>                           0 
       

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects current period taken from 487 on 9-15-94 it is unaudited
</LEGEND>
<SERIES>
 <NUMBER> 72
 <NAME>  Georgia IM-IT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               OTHER                
<FISCAL-YEAR-END>                    JUN-30-1994 
<PERIOD-START>                       SEP-15-1994 
<PERIOD-END>                         SEP-15-1994 
<INVESTMENTS-AT-COST>                    2979548 
<INVESTMENTS-AT-VALUE>                   2979548 
<RECEIVABLES>                              45633 
<ASSETS-OTHER>                                 0 
<OTHER-ITEMS-ASSETS>                           0 
<TOTAL-ASSETS>                           3025181 
<PAYABLE-FOR-SECURITIES>                       0 
<SENIOR-LONG-TERM-DEBT>                        0 
<OTHER-ITEMS-LIABILITIES>                  14695 
<TOTAL-LIABILITIES>                        14695 
<SENIOR-EQUITY>                                0 
<PAID-IN-CAPITAL-COMMON>                 3010486 
<SHARES-COMMON-STOCK>                       3164 
<SHARES-COMMON-PRIOR>                          0 
<ACCUMULATED-NII-CURRENT>                      0 
<OVERDISTRIBUTION-NII>                         0 
<ACCUMULATED-NET-GAINS>                        0 
<OVERDISTRIBUTION-GAINS>                       0 
<ACCUM-APPREC-OR-DEPREC>                       0 
<NET-ASSETS>                                 951 
<DIVIDEND-INCOME>                              0 
<INTEREST-INCOME>                              0 
<OTHER-INCOME>                                 0 
<EXPENSES-NET>                                 0 
<NET-INVESTMENT-INCOME>                        0 
<REALIZED-GAINS-CURRENT>                       0 
<APPREC-INCREASE-CURRENT>                      0 
<NET-CHANGE-FROM-OPS>                          0 
<EQUALIZATION>                                 0 
<DISTRIBUTIONS-OF-INCOME>                      0 
<DISTRIBUTIONS-OF-GAINS>                       0 
<DISTRIBUTIONS-OTHER>                          0 
<NUMBER-OF-SHARES-SOLD>                        0 
<NUMBER-OF-SHARES-REDEEMED>                    0 
<SHARES-REINVESTED>                            0 
<NET-CHANGE-IN-ASSETS>                         0 
<ACCUMULATED-NII-PRIOR>                        0 
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<PER-SHARE-NAV-END>                            0 
<EXPENSE-RATIO>                                0 
<AVG-DEBT-OUTSTANDING>                         0 
<AVG-DEBT-PER-SHARE>                           0 
       

</TABLE>
<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects current period taken from 487 on 9-15-94 it is unaudited
</LEGEND>
<SERIES>
 <NUMBER> 96
 <NAME>  New Jersey IM-IT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               OTHER                
<FISCAL-YEAR-END>                    JUN-30-1994 
<PERIOD-START>                       SEP-15-1994 
<PERIOD-END>                         SEP-15-1994 
<INVESTMENTS-AT-COST>                    2962742 
<INVESTMENTS-AT-VALUE>                   2962742 
<RECEIVABLES>                              54092 
<ASSETS-OTHER>                                 0 
<OTHER-ITEMS-ASSETS>                           0 
<TOTAL-ASSETS>                           3016834 
<PAYABLE-FOR-SECURITIES>                       0 
<SENIOR-LONG-TERM-DEBT>                        0 
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<TOTAL-LIABILITIES>                        23478 
<SENIOR-EQUITY>                                0 
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<SHARES-COMMON-STOCK>                       3146 
<SHARES-COMMON-PRIOR>                          0 
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<ACCUMULATED-NET-GAINS>                        0 
<OVERDISTRIBUTION-GAINS>                       0 
<ACCUM-APPREC-OR-DEPREC>                       0 
<NET-ASSETS>                                 951 
<DIVIDEND-INCOME>                              0 
<INTEREST-INCOME>                              0 
<OTHER-INCOME>                                 0 
<EXPENSES-NET>                                 0 
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<REALIZED-GAINS-CURRENT>                       0 
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<DISTRIBUTIONS-OF-INCOME>                      0 
<DISTRIBUTIONS-OF-GAINS>                       0 
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<NUMBER-OF-SHARES-SOLD>                        0 
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<SHARES-REINVESTED>                            0 
<NET-CHANGE-IN-ASSETS>                         0 
<ACCUMULATED-NII-PRIOR>                        0 
<ACCUMULATED-GAINS-PRIOR>                      0 
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<EXPENSE-RATIO>                                0 
<AVG-DEBT-OUTSTANDING>                         0 
<AVG-DEBT-PER-SHARE>                           0 
       

</TABLE>
TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects current period taken from 487 on 9-15-94 it is unaudited
</LEGEND>
<SERIES>
 <NUMBER> 15
 <NAME>  New Mexico IM-IT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               OTHER                
<FISCAL-YEAR-END>                    JUN-30-1994 
<PERIOD-START>                       SEP-15-1994 
<PERIOD-END>                         SEP-15-1994 
<INVESTMENTS-AT-COST>                    3162265 
<INVESTMENTS-AT-VALUE>                   3162265 
<RECEIVABLES>                              44932 
<ASSETS-OTHER>                                 0 
<OTHER-ITEMS-ASSETS>                           0 
<TOTAL-ASSETS>                           3207197 
<PAYABLE-FOR-SECURITIES>                       0 
<SENIOR-LONG-TERM-DEBT>                        0 
<OTHER-ITEMS-LIABILITIES>                  12119 
<TOTAL-LIABILITIES>                        12119 
<SENIOR-EQUITY>                                0 
<PAID-IN-CAPITAL-COMMON>                 3195078 
<SHARES-COMMON-STOCK>                       3358 
<SHARES-COMMON-PRIOR>                          0 
<ACCUMULATED-NII-CURRENT>                      0 
<OVERDISTRIBUTION-NII>                         0 
<ACCUMULATED-NET-GAINS>                        0 
<OVERDISTRIBUTION-GAINS>                       0 
<ACCUM-APPREC-OR-DEPREC>                       0 
<NET-ASSETS>                                 951 
<DIVIDEND-INCOME>                              0 
<INTEREST-INCOME>                              0 
<OTHER-INCOME>                                 0 
<EXPENSES-NET>                                 0 
<NET-INVESTMENT-INCOME>                        0 
<REALIZED-GAINS-CURRENT>                       0 
<APPREC-INCREASE-CURRENT>                      0 
<NET-CHANGE-FROM-OPS>                          0 
<EQUALIZATION>                                 0 
<DISTRIBUTIONS-OF-INCOME>                      0 
<DISTRIBUTIONS-OF-GAINS>                       0 
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<NUMBER-OF-SHARES-SOLD>                        0 
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<SHARES-REINVESTED>                            0 
<NET-CHANGE-IN-ASSETS>                         0 
<ACCUMULATED-NII-PRIOR>                        0 
<ACCUMULATED-GAINS-PRIOR>                      0 
<OVERDISTRIB-NII-PRIOR>                        0 
<OVERDIST-NET-GAINS-PRIOR>                     0 
<GROSS-ADVISORY-FEES>                          0 
<INTEREST-EXPENSE>                             0 
<GROSS-EXPENSE>                                0 
<AVERAGE-NET-ASSETS>                           0 
<PER-SHARE-NAV-BEGIN>                          0 
<PER-SHARE-NII>                                0 
<PER-SHARE-GAIN-APPREC>                        0 
<PER-SHARE-DIVIDEND>                           0 
<PER-SHARE-DISTRIBUTIONS>                      0 
<RETURNS-OF-CAPITAL>                           0 
<PER-SHARE-NAV-END>                            0 
<EXPENSE-RATIO>                                0 
<AVG-DEBT-OUTSTANDING>                         0 
<AVG-DEBT-PER-SHARE>                           0 
       

</TABLE>
ABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects current period taken from 487 on 9-15-94 it is unaudited
</LEGEND>
<SERIES>
 <NUMBER> 87
 <NAME>  QUAL
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               OTHER                
<FISCAL-YEAR-END>                    JUN-30-1994 
<PERIOD-START>                       SEP-15-1994 
<PERIOD-END>                         SEP-15-1994 
<INVESTMENTS-AT-COST>                    4848005 
<INVESTMENTS-AT-VALUE>                   4848005 
<RECEIVABLES>                              40217 
<ASSETS-OTHER>                                 0 
<OTHER-ITEMS-ASSETS>                           0 
<TOTAL-ASSETS>                           4888222 
<PAYABLE-FOR-SECURITIES>                       0 
<SENIOR-LONG-TERM-DEBT>                        0 
<OTHER-ITEMS-LIABILITIES>                      0 
<TOTAL-LIABILITIES>                            0 
<SENIOR-EQUITY>                                0 
<PAID-IN-CAPITAL-COMMON>                 4888222 
<SHARES-COMMON-STOCK>                       5138 
<SHARES-COMMON-PRIOR>                          0 
<ACCUMULATED-NII-CURRENT>                      0 
<OVERDISTRIBUTION-NII>                         0 
<ACCUMULATED-NET-GAINS>                        0 
<OVERDISTRIBUTION-GAINS>                       0 
<ACCUM-APPREC-OR-DEPREC>                       0 
<NET-ASSETS>                                 951 
<DIVIDEND-INCOME>                              0 
<INTEREST-INCOME>                              0 
<OTHER-INCOME>                                 0 
<EXPENSES-NET>                                 0 
<NET-INVESTMENT-INCOME>                        0 
<REALIZED-GAINS-CURRENT>                       0 
<APPREC-INCREASE-CURRENT>                      0 
<NET-CHANGE-FROM-OPS>                          0 
<EQUALIZATION>                                 0 
<DISTRIBUTIONS-OF-INCOME>                      0 
<DISTRIBUTIONS-OF-GAINS>                       0 
<DISTRIBUTIONS-OTHER>                          0 
<NUMBER-OF-SHARES-SOLD>                        0 
<NUMBER-OF-SHARES-REDEEMED>                    0 
<SHARES-REINVESTED>                            0 
<NET-CHANGE-IN-ASSETS>                         0 
<ACCUMULATED-NII-PRIOR>                        0 
<ACCUMULATED-GAINS-PRIOR>                      0 
<OVERDISTRIB-NII-PRIOR>                        0 
<OVERDIST-NET-GAINS-PRIOR>                     0 
<GROSS-ADVISORY-FEES>                          0 
<INTEREST-EXPENSE>                             0 
<GROSS-EXPENSE>                                0 
<AVERAGE-NET-ASSETS>                           0 
<PER-SHARE-NAV-BEGIN>                          0 
<PER-SHARE-NII>                                0 
<PER-SHARE-GAIN-APPREC>                        0 
<PER-SHARE-DIVIDEND>                           0 
<PER-SHARE-DISTRIBUTIONS>                      0 
<RETURNS-OF-CAPITAL>                           0 
<PER-SHARE-NAV-END>                            0 
<EXPENSE-RATIO>                                0 
<AVG-DEBT-OUTSTANDING>                         0 
<AVG-DEBT-PER-SHARE>                           0 
       

</TABLE>


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