INSURED MUNICIPALS INC TR & INV QUAL TAX EX TR MULTI SER 256
487, 1995-07-27
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                      File No. 33-60761
                                                            CIK #896914

                   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 256

B. Name of Depositor:           Van Kampen American Capital Distributors, 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 American Capital Distributors, Inc.
   Attention:  Mark J. Kneedy   Attention:  Don G. Powell, Chairman
   111 W. Monroe Street         One Parkview Plaza
   Chicago, Illinois  60603     Oakbrook Terrace, Illinois  60181


E. Title and amount of securities being registered:  23,102* Units

F. Proposed maximum offering price to the public of the securities being
   registered:  ($1020 per Unit**): $23,564,040

G. Amount of filing fee, computed at one twenty-ninth of 1 percent of proposed
   maximum aggregate offering price to the public:  $8,125.53 ($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
July 27, 1995 pursuant to Rule 487.



  15,401 Units registered for primary distribution.
   7,701 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 256

                          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

   
July 27, 1995
    
Van Kampen American Capital
   
Insured Municipals Income Trust and Investors' Quality Tax-Exempt Trust,
Multi-Series 256

Arizona IM-IT 14      Michigan IM-IT 131        Oregon Quality 54
California IM-IT 143  Pennsylvania IM-IT 205
    
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 Arizona
Insured Municipals Income Trust, Series 14 (the "Arizona IM-IT Trust" 
), California Insured Municipals Income Trust, Series 143 (the "California
IM-IT Trust" ), Michigan Insured Municipals Income Trust, Series 131 (the
"Michigan IM-IT Trust" ), Pennsylvania Insured Municipals Income Trust,
Series 205 (the "Pennsylvania IM-IT Trust" ) and Oregon Investors'
Quality Tax-Exempt Trust, Series 54 (the "Oregon Quality Trust" ). The
various trusts are collectively referred to herein as the "Trusts" .
The Arizona IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania IM-IT and
Oregon Quality Trusts are sometimes collectively referred to herein as the
"State Trusts" , while the Arizona IM-IT, California IM-IT, Michigan
IM-IT and Pennsylvania IM-IT Trusts are sometimes collectively referred to
herein as the "Insured Trusts" and the Oregon 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 23. 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, A Division of the McGraw-Hill
Companies. Standard & Poor's 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
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 accrued interest, if any. Sales charges for the Trusts in the
initial market, expressed both as a percentage of the Public Offering Price
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 (except for the Pennsylvania IM-IT Trust as of 8:00 A.M.
Central Time on 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.

   
Estimated Current Return and Estimated Long-Term Return. The annual Estimated
Current Returns and Estimated Long-Term Returns to Unitholders as of the close
of business on the day before the Date of Deposit  (except for the
Pennsylvania IM-IT Trust as of 8:00 A.M. Central Time on the Date of Deposit)
under the monthly and semi-annual distribution plans 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.

Distribution Options. Purchasers of Units who desire to receive distributions
on a monthly or semi-annual basis may elect to do so at the time of settlement
during the initial public offering period. See "Unitholder
Explanations--Settlement of Bonds in the Trusts--Change of Distribution
Option" . The plan of distribution selected by such purchasers will remain
in effect until changed. Those indicating no choice will be deemed to have
chosen the monthly distribution plan. Record dates for monthly distributions
will be the first day of each month and record dates for semi-annual
distributions will be the first day of the months indicated under "Per
Unit Information" for the applicable Trust. 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
American Capital Distributors, 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
interest accrued to the date of settlement; however, during the initial
offering period such prices will be based upon the aggregate offering prices
of the Securities plus interest accrued to the date of settlement. 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 interest
accrued to the date of settlement (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 256
    
Summary of Essential Financial Information
At the Close of Business on the day before the Date of Deposit: July 26, 1995
(except for the Pennsylvania IM-IT Trust as of 8:00 A.M. Central Time
on the Date of Deposit: July 27, 1995)
Sponsor:   Van Kampen American Capital Distributors, Inc.
Evaluator: American Portfolio Evaluation Services
           (A division of a subsidiary of the Sponsor)
Trustee:   The Bank of New York
<CAPTION>
   
                                                                                        Arizona       California    Michigan     
                                                                                        IM-IT         IM-IT         IM-IT        
GENERAL INFORMATION                                                                     Trust         Trust         Trust        
<S>                                                                                     <C>           <C>           <C>          
Principal Amount (Par Value) of Securities in Trust <F1>............................... $   3,100,000 $   3,030,000 $   3,100,000
Number of Units........................................................................         3,115         3,061         3,145
Fractional Undivided Interest in the Trust per Unit....................................       1/3,115       1/3,061       1/3,145
Principal Amount (Par Value) of Securities per Unit <F2>............................... $      995.18 $      989.87 $      985.69
Public Offering Price: ................................................................                                          
 Aggregate Offering Price of Securities in Portfolio................................... $   2,962,381 $   2,911,024 $   2,990,907
 Aggregate Offering Price of Securities per Unit....................................... $      951.00 $      951.00 $      951.00
 Sales Charge <F3>..................................................................... $       49.00 $       49.00 $       49.00
 Public Offering Price per Unit <F4>................................................... $    1,000.00 $    1,000.00 $    1,000.00
Redemption Price per Unit <F4>......................................................... $      943.90 $      943.45 $      943.36
Secondary Market Repurchase Price per Unit <F4>........................................ $      951.00 $      951.00 $      951.00
Excess of Public Offering Price per Unit Over Redemption Price per Unit................ $       56.10 $       56.55 $       56.64
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.10 $        7.55 $        7.64
Minimum Value of the Trust under which Trust Agreement may be terminated............... $     620,000 $     606,000 $     620,000
    
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C>                                         
Minimum Principal Distribution...........$1.00 per Unit                               
   
First Settlement Date....................August 1, 1995                            
    
Evaluator's Annual Supervisory Fee.......Maximum of $0.25 per Unit                 
Evaluator's Annual Evaluation Fee <F5>...$0.30 per $1,000 principal amount of Bonds   


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>Because certain of the Securities in certain Trusts may from time to time
under certain circumstances be sold or redeemed or will be called or mature in
accordance with their terms (including the call or sale of zero coupon bonds
at prices less than par value), there is no guarantee that the value of each
Unit at the respective Trusts' termination will be equal to the Principal
Amount (Par Value) of Securities per Unit stated above.

<F2>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.

<F3>Sales charges for the Trusts, expressed as a percentage of the Public Offering
Price per Unit and in parenthesis as a percentage of the aggregate offering
price of the Securities, are as follows: 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%).

<F4>Anyone ordering Units for settlement after the First Settlement Date will pay
accrued interest from such date to the date of settlement (normally three
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. 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." 

<F5>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>





<TABLE>
INSURED MUNICIPALS INCOME TRUST
AND INVESTORS' QUALITY TAX-EXEMPT TRUST,
   
Multi-Series 256
    
Summary of Essential Financial Information 
   
At the Close of Business on the day before the Date of Deposit: July 26, 1995
(except for the Pennsylvania IM-IT Trust as of 8:00 A.M. Central Time
    
on the Date of Deposit: July 27, 1995)
Sponsor:   Van Kampen American Capital Distributors, Inc.
Evaluator: American Portfolio Evaluation Services
           (A division of a subsidiary of the Sponsor)
Trustee:   The Bank of New York
<CAPTION>
   
                                                                                        Pennsylvania  Oregon       
                                                                                        IM-IT         Quality      
GENERAL INFORMATION                                                                     Trust         Trust        
<S>                                                                                     <C>           <C>          
Principal Amount (Par Value) of Securities in Trust <F1>............................... $   3,070,000 $   2,940,000
Number of Units........................................................................         3,067         3,013
Fractional Undivided Interest in the Trust per Unit....................................       1/3,067       1/3,013
Principal Amount (Par Value) of Securities per Unit <F2>............................... $    1,000.98 $      975.77
Public Offering Price: ................................................................                            
 Aggregate Offering Price of Securities in Portfolio................................... $   2,916,728 $   2,865,374
 Aggregate Offering Price of Securities per Unit....................................... $      951.00 $      951.00
 Sales Charge <F3>..................................................................... $       49.00 $       49.00
 Public Offering Price per Unit <F4>................................................... $    1,000.00 $    1,000.00
Redemption Price per Unit <F4>......................................................... $      943.36 $      943.98
Secondary Market Repurchase Price per Unit <F4>........................................ $      951.00 $      951.00
Excess of Public Offering Price per Unit Over Redemption Price per Unit................ $       56.64 $       56.02
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.64 $        7.02
Minimum Value of the Trust under which Trust Agreement may be terminated............... $     614,000 $     588,000
    
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C>                                         
Minimum Principal Distribution...........$1.00 per Unit                               
   
First Settlement Date....................August 1, 1995                            
    
Evaluator's Annual Supervisory Fee.......Maximum of $0.25 per Unit                 
Evaluator's Annual Evaluation Fee <F5>...$0.30 per $1,000 principal amount of Bonds   


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>Because certain of the Securities in certain Trusts may from time to time
under certain circumstances be sold or redeemed or will be called or mature in
accordance with their terms (including the call or sale of zero coupon bonds
at prices less than par value), there is no guarantee that the value of each
Unit at the respective Trusts' termination will be equal to the Principal
Amount (Par Value) of Securities per Unit stated above.

<F2>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.

<F3>Sales charges for the Trusts, expressed as a percentage of the Public Offering
Price per Unit and in parenthesis as a percentage of the aggregate offering
price of the Securities, are as follows: 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%).

<F4>Anyone ordering Units for settlement after the First Settlement Date will pay
accrued interest from such date to the date of settlement (normally three
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. 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." 

<F5>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>




SETTLEMENT OF BONDS IN THE TRUSTS
   
The Fund. Insured Municipals Income Trust and Investors' Quality Tax-Exempt
Trust, Multi-Series 256 (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 American
Capital Distributors, Inc., as Sponsor, American Portfolio Evaluation
Services, a division of Van Kampen American Capital 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. 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 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 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.

The portfolios of the Trusts may consist of bonds that were acquired at a
market discount from par value at maturity. The coupon interest rates on the
discount bonds at the time they were purchased and deposited in such Trust
were lower than the current market interest rates for newly issued bonds of
comparable rating and type. If such interest rates for newly issued comparable
bonds increase, the market discount of previously issued bonds will become
greater, and if such interest rates for newly issued comparable bonds decline,
the market discount of previously issued bonds will be reduced, other things
being equal. Investors should also note that the value of bonds purchased at a
market discount will increase in value faster than bonds purchased at a market
premium if interest rates decrease. Conversely, if interest rates increase,
the value of bonds purchased at a market discount will decrease faster than
bonds purchased at a market premium. In addition, if interest rates rise, the
prepayment risk of higher yielding, premium bonds and the prepayment benefit
for lower yielding, discount bonds will be reduced. A bond purchased at a
market discount and held to maturity will have a larger portion of its total
return in the form of taxable income and capital gain and less in the form of
tax-exempt interest income than a comparable bond newly issued at current
market rates. See "Other Matters--Federal Tax Status." Market discount
attributable to interest changes does not indicate a lack of market confidence
in the issue. Neither the Sponsor nor the Trustee shall be liable in any way
for any default, failure or defect in any of the Bonds.

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) MBIA Insurance 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
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. 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 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 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 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
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 on a monthly basis, unless the Unitholder elects to
receive them semi-annually. 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. The first distribution of funds from the Principal Account, if any,
will be made on the first semi-annual distribution date to Unitholders of
record on the first semi-annual record date, and thereafter such distributions
will be made on a semi-annual basis, except under certain special
circumstances (see "Unitholder Explanations--Public Offering
- -Distributions of Interest and Principal" ).

Change of Distribution Option. The plan of distribution selected by a
Unitholder will remain in effect until changed. Unitholders purchasing Units
in the secondary market will initially receive distributions in accordance
with the election of the prior owner. Unitholders may change the plan of
distribution in which they are participating. For convenience of Unitholders,
the Trustee will furnish a card for this purpose; cards may also be obtained
upon request from the Trustee. Unitholders desiring to change their plan of
distribution may so indicate on the card and return it together with their
certificate and such other documentation that the Trustee may then require, to
the Trustee. Certificates should only be sent by registered or certified mail
to minimize the possibility of their being lost or stolen. If the card and
certificate are properly presented to the Trustee, the change will become
effective as of the opening of business on the first day after the next
succeeding semi-annual record date and will be effective, unless further
changed, for all subsequent distributions.

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. Certificates for Units will bear appropriate notations on
their face indicating which plan of distribution has been selected in respect
thereof. If a change in the plan of distribution is made, the existing
certificate must be surrendered to the Trustee and a new certificate will be
issued, at no charge to the Unitholder, to reflect the currently effective
plan of distribution.

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 (except for
the Pennsylvania IM-IT Trust as of 8:00 A.M. Central Time on the Date of
Deposit) the Estimated Current Returns and the Estimated Long-Term Returns,
under the monthly and semi-annual distribution plans, 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; 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 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, 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 August 1, 1995. The first
monthly record date for each Trust (September 1, 1995) is 30 days from such
date. The daily rates of estimated net annual interest income per Unit accrued
on a monthly basis are $.14616, $.15415, $.15115, $.15117 and $.14449 for the
Arizona IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania IM-IT and Oregon
Quality Trusts, respectively. This amounts to $4.38, $4.62, $4.53, $4.54 and
$4.33 for the Arizona IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania
IM-IT and Oregon Quality Trusts, respectively.

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

The Arizona IM-IT Trust accrues

$4.38 to the first record date plus
$43.90 which is 10 normal distributions at $4.39, and finally adding 
$4.34 which has accrued from July 1, 1996 until August 1, 1996 which completes
the 360 day cycle (30 days times the daily factor)

Total $52.62 interest earned /$1,000.00 (Date of Deposit Public Offering
Price) = 5.26% Estimated Current Return as of the Date of Deposit.
    
ACCRUED INTEREST

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.

In an effort to reduce the amount of accrued interest which would otherwise
have to be paid by Unitholders, the Trustee will advance the amount of 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, 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 accrued interest from the purchaser of his
Units. Since the Trustee has the use of the funds 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. 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 (5.152% of the aggregate offering price of the Securities) for
a State Trust, 4.3% of the Public Offering Price (4.493% of the aggregate
offering price of the Securities) for an IM-IT Limited Maturity Trust, 3.9% of
the Public Offering Price (4.058% of the aggregate offering price of the
Securities) for an IM-IT Intermediate Trust and 3.0% of the Public Offering
Price (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 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>
Years To Maturity    Sales Charge   Years To Maturity    Sales Charge
<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, 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
Units Purchased        State 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 American Capital-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's 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 American Capital Distributors,
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.

Units may be purchased in the primary or secondary market at the Public
Offering Price (for purchases which do not qualify for a sales charge
reduction for quantity purchases) less the concession the Sponsor typically
allows to brokers and dealers for purchases (see "Trust
Administration--General--Unit Distribution" ) by (1) investors who purchase
Units through registered investment advisers, certified financial planners and
registered broker-dealers who in each case either charge periodic fees for
financial planning, investment advisory or asset management services, or
provide such services in connection with the establishment of an investment
account for which a comprehensive "wrap fee" charge is imposed, (2)
bank trust departments investing funds over which they exercise exclusive
discretionary investment authority and that are held in a fiduciary, agency,
custodial or similar capacity, (3) any person who for at least 90 days, has
been an officer, director or bona fide employee of any firm offering Units for
sale to investors or their immediate family members (as described above) and
(4) officers and directors of bank holding companies that make Units available
directly or through subsidiaries or bank affiliates. Notwithstanding anything
to the contrary in this Prospectus, such investors, bank trust departments,
firm employees and bank holding company officers and directors who purchase
Units through this program will not receive sales charge reductions for
quantity purchases.

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 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.
Such price determination as of the close of business on the day before the
Date of Deposit (except for the Pennsylvania IM-IT Trust as of 8:00 A.M.
Central Time on 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 (except for the Pennsylvania IM-IT Trust as of 8:00 A.M. Central
Time on 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 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. 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 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 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 three 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 three 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
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 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 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 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 under the
plan of distributions chosen. 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 semi-annual 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.
However, should the amount available for distribution in the Principal Account
equal or exceed $10.00 per Unit, the Trustee will make a special distribution
from the Principal Account on the next succeeding monthly distribution date to
holders of record on the related monthly record date.

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 attributable as is consistent with the distribution plan
chosen. 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 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, under the
applicable plan of distribution.

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 American Capital Distributors, 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
American Capital Distributors, 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, the Van Kampen Merritt Tax Free Money Fund, the Van Kampen
Merritt Florida Insured Tax Free Income Fund, the Van Kampen Merritt New
Jersey Tax Free Income Fund, or the Van Kampen Merritt New York Tax Free
Income Fund, in which case no sales charge applies. A minimum of one-half of
such sales charge would be paid to Van Kampen American Capital Distributors,
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 third business day following such
tender 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.

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 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 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) 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, 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.

Each distribution statement of a Trust will reflect pertinent information in
respect of the other plan of distribution so that Unitholders may be informed
regarding the results of such other plan of distribution.

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 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.

MBIA Insurance 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, the Commonwealth of the Northern Mariana
Islands, the Commonwealth of Puerto Rico, the Virgin Islands of the United
States and the Territory of Guam. As of March 31, 1995 MBIA had admitted
assets of $3.5 billion (unaudited), total liabilities of $2.4 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. As of December 31, 1994, the
Insurer had admitted assets of $3.4 billion (audited), total liabilities of
$2.3 billion (audited), and total capital and surplus of $1.1 billion
(audited) 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 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 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 March 31, 1995, the total capital and surplus of
Financial Guaranty was approximately $962,700,000. 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, 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 all 50 states, the
District of Columbia, the Commonwealth of Puerto Rico, Guam and the U.S.
Virgin Islands. 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's claims-paying ability is rated "
Triple-A" by both Moody's and Standard & Poor's. Therefore, if Capital
Guaranty insures an issue with a stand alone rating of less than "
Triple-A," such issue would be "upgraded" to "Aaa/AAA" by
virtue of Capital Guaranty's Insurance.

 As of December 31, 1994, Capital Guaranty had more than $15.7 billion in net
exposure outstanding (excluding defeased issues). The total statutory
policyholders' surplus and contingency reserve of Capital Guaranty was
$196,529,000, and the total admitted assets were $303,723,316 as reported to
the Insurance Department of the State of Maryland as of December 31, 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 U.S. and international capital markets. CapMAC also provides financial
guarantee reinsurance for structured asset-backed, corporate, municipal and
other financial obligations written by other major insurance companies. 

CapMAC's claims-paying ability is rated "Aaa" by Moody's Investors
Service, Inc., "AAA" by Standard & Poor's, "AAA" by Duff &
Phelps Credit Rating Co. and "AAA" by Nippon Investors Service 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 policy 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. Such insurance
laws regulate, among other things, the amount of net exposure per risk that
CapMAC may retain, capital transfers, dividends, investment of assets, changes
in control, transactions with affiliates and consolidations and acquisitions.
CapMAC is subject to periodic regulatory examinations by the same regulatory
authorities. 

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

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

As at December 31, 1994 and 1993, CapMAC had qualified statutory capital
(which consists of policyholders' surplus and contingency reserve) of
approximately $170 million and $168 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 policies issued by CapMAC. 

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 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 or as a guarantee
of the market value of such Trust or of the Units.

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 "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) may or may
not have a higher yield than uninsured bonds rated "AAA" by Standard &
Poor's. 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   
                      portfolio insurance     portfolio insurance     Bonds         Total
<S>                   <C>                     <C>                     <C>           <C>     
Arizona IM-IT........           --                      --            100%          100% 
California IM-IT.....           --                      --            100%          100% 
Michigan IM-IT.......           --                      --            100%          100% 
Pennsylvania IM-IT...           --                      --            100%          100% 
</TABLE>

The breakdown of the Preinsured Bonds is as follows: Arizona IM-IT
Trust--AMBAC Indemnity 29%, Financial Guaranty 39% and MBIA 32%; California
IM-IT Trust--AMBAC Indemnity 13%, MBIA 79% and FSA 8%; Michigan IM-IT
Trust--AMBAC Indemnity 16%, Financial Guaranty 65% and MBIA 19%; Pennsylvania
IM-IT Trust--Capital Guaranty 3%, Financial Guaranty 19%,  MBIA 57%,  FSA 5%
and CapMAC 16%.
    


   
ARIZONA IM-IT TRUST 

General. The Arizona IM-IT Trust consists of 8 issues of Securities. Four of
the Bonds in the Arizona 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 Arizona IM-IT Trust) as follows: General Obligations, 4 (47%); Health
Care, 1 (16%); Retail Electric/Gas, 1 (16%); Industrial Revenue, 1 (13%) and
General Purpose, 1 (8%). No Bond issue has received a provisional rating.

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

Arizona is the nation's sixth largest state in terms of area. Arizona's main
economic sectors include services, tourism and manufacturing. Mining and
agriculture are also significant, although they tend to be more capital than
labor intensive. Services is the single largest economic sector. Many of these
jobs are directly related to tourism.

The unemployment rate in Arizona for 1993 was 6.2% and for 1992 was 7.4%
compared to a national rate of 6.8% in 1993 and 7.4% in 1992. Job growth may
be adversely affected by the closing of a major air force base near Phoenix
and the bankruptcy of several major employers, including America West Airlines.

In 1986, the value of Arizona real estate began a steady decline, reflecting a
market which had been overbuilt in the previous decade with a resulting
surplus of completed inventory. This decline adversely affected both the
construction industry and those Arizona financial institutions which had
aggressively pursued many facets of real estate lending. In the near future,
Arizona's financial institutions are likely to continue to experience problems
until the excess inventories of commercial and residential properties are
absorbed. The problems of the financial institutions have adversely affected
employment and economic activity. Longer-term prospects are brighter. Arizona
has been, and is projected to continue to be, one of the fastest growing areas
in the United States. Over the last several decades the State has outpaced
most other regions of the country in virtually every major category of growth,
including population, personal income, gross state product and job creation.

The state operates on a fiscal year beginning July 1 and ending June 30.
Fiscal year 1995 refers to the year ended June 30, 1995. 

Total General Fund revenues of $4.3 billion are expected during fiscal year
1995. Approximately 44.5% of this budgeted revenue comes from sales and use
taxes, 44.4% from income taxes (both individual and corporate) and 4.4% from
property taxes. All taxes total approximately $4.0 billion, or 93% of General
Fund revenues. Non-tax revenue includes items such as income from the state
lottery, licenses, fees and permits, and interest.

For fiscal year 1994, the budget called for expenditures of approximately $4.1
billion. These expenditures fell into the following major categories:
education (47.4%), health and welfare (26.3%), protection and safety (4.0%),
general government (15.5%) and inspection and regulation, natural resources,
transportation and other (6.8%). The States's general fund expenditures for
fiscal year 1995 are budgeted at approximately $4.7 billion.

Most or all of the Bonds of the Arizona Trust are not obligations of the State
of Arizona, and are not supported by the State's taxing powers. The particular
source of payment and security for each of the Bonds is detailed in the
instruments themselves and in related offering materials. There can be no
assurances, however, with respect to whether the market value or marketability
of any of the Bonds issued by an entity other than the State of Arizona will
be affected by the financial or other condition of the State or of any entity
located within the State. In addition, it should be noted that the State of
Arizona, as well as counties, municipalities, political subdivisions and other
public authorities of the state, are subject to limitations imposed by
Arizona's constitution with respect to ad valorem taxation, bonded
indebtedness and other matters. For example, the state legislature cannot
appropriate revenues in excess of 7% of the total personal income of the state
in any fiscal year. These limitations may affect the ability of the issuers to
generate revenues to satisfy their debt obligations.

On July 21, 1994, the Arizona Supreme Court rendered its opinion in Roosevelt
Elementary School District Number 66, et al v. Dianne Bishop, et al (the "
Roosevelt Opinion" ). In this opinion, the Arizona Supreme Court held that
the present statutory financing scheme for public education in the State of
Arizona does not comply with the Arizona constitution. Subsequently, the
Arizona School Boards Association, with the approval of the appellants and the
appellees to the Roosevelt Opinion, and certain Arizona school districts,
filed with the Arizona Supreme court motions for clarification of the
Roosevelt Opinion, specifically with respect to seeking prospective
application of the Roosevelt Opinion. On July 29, 1994, the Arizona Supreme
Court clarified the Roosevelt Opinion to hold that such opinion will have
prospective effect only.

Certain other circumstances are relevant to the market value, marketability
and payment of any hospital and health care revenue bonds in the Arizona
Trust. The Arizona Legislature has in the past sought to enact health care
cost control legislation. Certain other health care regulatory laws have
expired. It is expected that the Arizona legislature will at future sessions
continue to attempt to adopt legislation concerning health care cost control
and related regulatory matters. The effect of any such legislation or of the
continued absence of any legislation restricting hospital bed increased and
limiting new hospital construction on the ability of Arizona hospitals and
other health care providers to pay debt service on their revenue bonds cannot
be determined at this time.

Arizona does not participate in the federally administered Medicaid program.
Instead, the state administers an alternative program, Arizona Health Care
Cost Containment System ("AHCCCS" ), which provides health care to
indigent persons meeting certain financial eligibility requirements, through
managed care programs. In fiscal year 1994, AHCCCS was financed approximately
60% by federal funds, 29% by state funds, and 11% by county funds.

Under state law, hospitals retain the authority to raise with notification and
review by, but not approval from, the Department of Health Services. Hospitals
in Arizona have experienced profitability problems along with those in other
states. At least two Phoenix based hospitals have defaulted on or reported
difficulties in meeting their bond obligations in recent years.

Insofar as tax-exempt Arizona public utility pollution control revenue bonds
are concerned, the issuance of such bonds and the periodic rate increases
needed to cover operation costs and debt service are subject to regulation by
the Arizona Corporation Commission, the only significant exception being the
Salt River Project Agricultural Improvement and Power District which, as a
Federal instrumentality, is exempt from rate regulation. On July 15, 1991,
several creditors of Tucson Electric Power Company ("Tucson Electric" )
filed involuntary petitions under Chapter 11 of the U.S. Bankruptcy Code to
force Tucson Power to reorganize under the supervision of the bankruptcy
court. On December 31, 1991, the Bankruptcy Court approved the utility's
motion to dismiss the July petition after five months of negotiations between
Tucson Electric and its creditors to restructure the utility's debts and other
obligations. In December 1992, Tucson Electric announced that it had completed
its financial restructuring. In January 1993, Tucson Electric asked the
Arizona Corporation Commission for a 9.3% average rate increase. Tucson
Electric serves approximately 270,000 customers, primarily in the Tucson area.
Inability of any regulated public utility to secure necessary rate increases
could adversely affect, to an indeterminable extent, its ability to pay debt
service on its pollution control revenue bonds.

Based on a recent U.S. Supreme Court ruling, the State has determined to
refund $197 million, including statutory interest, in State income taxes
previously collected from Federal retirees on their pensions. This payment
will be made over a four-year period beginning with approximately $14.6
million in tax refunds in fiscal year 1994. A combination of tax refunds and
tax credits will be used to satisfy this liability.

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

The assets of the Trust will consist of interest-bearing obligations issued by
or on behalf of the State of Arizona (the "State" ), its political
subdivisions and authorities (the "Bonds" ), provided the interest on
such Bonds received by the Trust is exempt from State income taxes. 

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

For Arizona income tax purposes, each Unitholder will be treated as the owner
of a pro rata portion of the Arizona IM-IT Trust, and the income of the Trust
therefore will be treated as the income of the Unitholder under State law. 

For Arizona income tax purposes, interest on the Bonds which is excludable
from Federal gross income and which is exempt from Arizona income taxes when
received by the Arizona IM-IT Trust, and which would be excludable from
Federal gross income and exempt from Arizona income taxes if received directly
by a Unitholder, will retain its status as tax-exempt interest when received
by the Arizona IM-IT Trust and distributed to the Unitholders. 

To the extent that interest derived from the Arizona IM-IT Trust by a
Unitholder with respect to the Bonds is excludable from Federal gross income,
such interest will not be subject to Arizona income taxes. 

Each Unitholder will receive taxable gain or loss for Arizona income tax
purposes when Bonds held in the Arizona IM-IT Trust are sold, exchanged,
redeemed or paid at maturity, or when the 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 Unitholder's share of interest, if
any, accruing on Bonds during the interval between the Unitholder's settlement
date and the date such Bonds are delivered to the Arizona IM-IT Trust, if
later. 

Amounts paid by the Insurer under an insurance policy or policies issued to
the Trust, if any, with respect to the Bonds in the 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 obligations, rather than the insurer, will
pay debt service on the 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. 

Arizona law does not permit a deduction for interest paid or incurred on
indebtedness incurred or continued to purchase or carry Units in the Arizona
IM-IT Trust, the interest on which is exempt from Arizona income taxes. 

Neither the Bonds nor the Units will be subject to Arizona property taxes,
sales tax or use tax.

 



<TABLE>
<CAPTION>
                                                                                         Semi-     
                                                                            Monthly      Annual
<S>                                                                         <C>          <C>        
Per Unit Information:    
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     54.92  $    54.92 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      2.30  $     1.82 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     52.62  $    53.10 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     52.62  $    53.10 
 Divided by 12 and 2, respectively......................................... $      4.39  $    26.55 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .14616  $   .14752 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        5.26%       5.31%
Estimated Long-Term Return <F3><F4><F5>....................................        5.32%       5.37%
Estimated Initial Monthly Distribution (September 1995).................... $      4.38             
Estimated Initial Semi-annual Distribution (January 1996)..................              $    22.12 
Estimated Normal Distribution per Unit <F5>................................ $      4.39  $    26.55 
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>
Trustee's Annual Fee <F1>...... $.91 and $.51 per $1,000 principal amount of Bonds, respectively, for those portions of the    
                                Arizona IM-IT Trust under the monthly and semi-annual distribution plans                       
Record and Computation Dates... FIRST day of the month as follows: monthly--each month; semi-annual--January and July          
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--                      
                                January and July commencing September 15, 1995                                                 


<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.12
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 $55.04. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.42 and $1.94 under the
monthly and semi-annual distribution plans, respectively; and Estimated Net
Annual Interest Income per Unit will remain the same as shown. See "
Estimated Current Returns and Estimated Long-Term Returns." 

<F2>Excluding insurance costs. The Estimated Annual Expenses are expected to
fluctuate periodically (see "Trust Administration--Fund Administration and
Expenses--Miscellaneous Expenses" ).

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

<F4>The Estimated Current Returns are 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; therefore, there is no assurance that the present Estimated
Current Returns indicated above will be realized in the future. The Estimated
Long-Term Returns are 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 Returns as indicated
above will be realized in the future. The Estimated Current Returns and
Estimated Long-Term Returns 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" 
</TABLE>

 



<TABLE>
ARIZONA INSURED MUNICIPALS INCOME TRUST
SERIES 14 (IM-IT AND QUALITY MULTI-SERIES 256)
PORTFOLIO As of July 27, 1995
<CAPTION>
                                                                                                                    Offering       
                                                                                                                    Price To       
Aggregate        Name of Issuer, Title, Interest Rate andMaturity Date of either                 Redemption         Arizona        
Principal<F1>    Bonds Deposited orBonds Contracted for<F1><F5>                    Rating<F2>    Feature<F3>        IM-IT Trust<F4>
<S>              <C>                                                              <C>            <C>                <C>            
$    300,000     Creighton Elementary School District No. 14 of Maricopa County,                                                   
                 Arizona, School Improvement Bonds (Unlimited Tax-General                                                          
                 Obligation) Project of 1995, Series A (FGIC Insured)**                                                     
                 #5.50% Due 7/1/2014.............................................          YAAA  2003 @ 100         $     289,563  
     250,000     City of Casa Grande, Arizona, Excise Tax Revenue Obligations,                   2005 @ 100                        
                 Series 1995 (FGIC Insured)
                 #6.20%  Due 4/1/2015............................................           AAA  2011 @ 100 S.F.          257,618  
     500,000     Maricopa County, Arizona, Hospital District No. 1, Unlimited                                                      
                 Tax-General Obligation Hospital Facilities Refunding Bonds,                     2004 @ 101                        
                 Series 1992A (FGIC Insured)
                 #6.125%  Due 6/1/2015...........................................           AAA  2012 @ 100 S.F.          513,370  
     150,000     City of Avondale, Arizona, General Obligation Bonds (Projects                   2003 @ 101                        
                 of 1993) FGIC Insured
                 #5.375%  Due 7/1/2015...........................................           AAA  2009 @ 100 S.F.          142,422  
     400,000     Maricopa County, Arizona, Industrial Development Authority,                                                       
                 Health Facilities Revenue Refunding Bonds, Evangelical Lutheran                                                   
                 Good Samaritan Society Project (AMBAC Indemnity Insured)                        2003 @ 102                        
                 #5.35%  Due 12/1/2018...........................................           AAA  2007 @ 100 S.F.          374,268  
     500,000     Tucson, Arizona, Unlimited Tax-General Obligation Bonds, Series                                                   
                 1994A (MBIA Insured)
                 #5.375%  Due 7/1/2020...........................................           AAA   2005 @ 101              471,520  
     500,000     University of Arizona Medical Center Corporation (Tucson,                                                         
                 Arizona) Hospital Revenue Refunding Bonds, Series 1993 (MBIA                    2003 @ 102                        
                 Insured)
                 #5.00%  Due 7/1/2021............................................           AAA  2014 @ 100 S.F.          443,100  
     500,000     Navajo County, Arizona, Pollution Control Corporation, Revenue                                                    
                 Refunding Bonds (Arizona Public Service Company) Series 1993A                                                     
                 (AMBAC Indemnity Insured)
                 #5.50%  Due 8/15/2028...........................................           AAA   2003 @ 102              470,520  
$  3,100,000                                                                                                        $   2,962,381  
</TABLE>

All of the Bonds in the portfolio are insured by one of the Preinsured Bond
Insurers. See "Unitholder ExplanationsInsurance on the Bonds in the
Insured Trusts" .

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




CALIFORNIA IM-IT TRUST  

General. The California IM-IT Trust consists of 8 issues of Securities. None
of the Bonds in the California 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 California IM-IT Trust) as follows: Certificates of Participation, 3
(46%); General Purpose, 1 (17%); Health Care, 1 (16%); Tax District, 2 (16%)
and Retail Electric/Gas, 1 (5%). No Bond issue has received a provisional
rating.

Risk Factors. The Trust will invest substantially all of its assets in
California Municipal Obligations. The Trust is therefore susceptible to
political, economic or regulatory factors affecting issuers of California
Municipal Obligations. These include the possible adverse effects of certain
California constitutional amendments, legislative measures, voter initiatives
and other matters that are described below. The following information provides
only a brief summary of the complex factors affecting the financial situation
in California (the "State" ) and is derived from sources that are
generally available to investors and are believed to be accurate. No
independent verification has been made of the accuracy or completeness of any
of the following information. It is based in part on information obtained from
various State and local agencies in California or contained in official
statements for various California Municipal Obligations. 

There can be no assurance that future statewide or regional economic
difficulties, and the resulting impact on State or local governmental finances
generally, will not adversely affect the market value of California Municipal
Obligations held in the portfolio of the Trust or the ability of particular
obligors to make timely payments of debt service on (or relating to) those
obligations. 

California's economy is the largest among the 50 states and one of the largest
in the world. The State's population of almost 32 million represents 12.3% of
the total United States population and grew by 27% in the 1980s. While the
State's substantial population growth during the 1980s stimulated local
economic growth and diversification and sustained a real estate boom between
1984 and 1990, it has increased strains on the State's limited water resources
and its infrastructure. Resultant traffic congestion, school over-crowding and
high housing costs have increased demands for government services and may
impede future economic growth. Population growth has slowed between 1991 and
1993 even while substantial immigration has continued, due to a significant
increase in outmigration by California residents. Generally, the household
incomes of new residents have been departing households, which may have a
major long-term socioeconomic and fiscal impact. However, with the California
economy improving, the recent net outmigration within the Continental U.S. is
expected to decrease or be reversed.

From mid-1990 to late 1993, the State's economy suffered its worst recession
since the 1930s, with recovery starting later than for the nation as a whole.
The State has experienced the worst job losses of any post-war recession.
Prerecession job levels may not be realized until near the end of the decade.
The largest job losses have been in Southern California, led by declines in
the aerospace and construction industries. Weakness statewide occurred in
manufacturing, construction, services and trade. Additional military base
closures will have further adverse effects on the State's economy later in the
decade.

Since the start of 1994, the California economy has shown signs of steady
recovery and growth. The State Department of Finance reports net job growth,
particularly in construction and related manufacturing, wholesale and retail
trade, transportation, recreation and services. This growth has offset the
continuing ut slowing job losses in the aerospace industry and restructuring
of the finance and utility sectors, Unemployment in the State was down
substantially in 1994 from its 10% peak in January, 1994, but still remains
higher than the national average rate. Retail sales were up strongly in 1994
from year-earlier figures. Delay or slowdown in recovery will adversely affect
State revenues.

Certain California Municipal Obligations may be obligations of issuers which
rely in whole or in part, directly or indirectly, on ad valorem property taxes
as a source of revenue. The taxing powers of California local governments and
districts are limited by Article XIIIA of the California Constitution, enacted
by the voters in 1978 and commonly known as "Proposition 13." Briefly,
Article XIIIA limits to 1% of full cash value the rate of ad valorem property
taxes on real property and generally restricts the reassessment of property to
2% per year, except upon new construction or change of ownership (subject to a
number of exemptions). Taxing entities may, however, raise ad valorem taxes
above the 1% limit to pay debt service on voter-approved bonded indebtedness. 

Under Article XIIIA, the basic 1% ad valorem tax levy is applied against the
assessed value of property as of the owner's date of acquisition (or as of
March 1, 1975, if acquired earlier), subject to certain adjustments. This
system has resulted in widely varying amounts of tax on similarly situated
properties. Several lawsuits have been filed challenging the acquisition-based
assessment system of Proposition 13, and on June 18, 1992 the U.S. Supreme
Court announced a decision upholding Proposition 13. 

Article XIIIA prohibits local governments from raising revenues through ad
valorem property taxes above the 1% limit; it also requires voters of any
governmental unit to give two-thirds approval to levy any "special
tax." Court decisions, however, allowed non-voter approved levy of "
general taxes" which were not dedicated to a specific use. In response to
these decisions, the voters of the State in 1986 adopted an initiative statute
which imposed significant new limits on the ability of local entities to raise
or levy general taxes, except by receiving majority local voter approval.
Significant elements of this initiative, "Proposition 62," have been
overturned in recent court cases. An initiative proposed to re-enact the
provisions of Proposition 62 as a constitutional amendment was defeated by the
voters in November 1990, but such a proposal may be renewed in the future. 

California and its local governments are subject to an annual "
appropriations limit" imposed by Article XIIIB of the California
Constitution, enacted by the voters in 1979 and significantly amended by
Propositions 98 and 111 in 1988 and 1990, respectively. Article XIIIB
prohibits the State or any covered local government from spending "
appropriations subject to limitation" in excess of the appropriations
limit imposed. "Appropriations subject to limitation" are
authorizations to spend "proceeds of taxes," which consists of tax
revenues and certain other funds, including proceeds from regulatory licenses,
user charges or other fees, to the extent that such proceeds exceed the cost
of providing the product or service, but "proceeds of taxes" excludes
most State subventions to local governments. No limit is imposed on
appropriations of funds which are not "proceeds of taxes," such as
reasonable user charges or fees and certain other non-tax funds, including
bond proceeds. 

Among the expenditures not included in the Article XIIIB appropriations limit
are (1) the debt service cost of bonds issued or authorized prior to January
1, 1979, or subsequently authorized by the voters, (2) appropriations arising
from certain emergencies declared by the Governor, (3) appropriations for
certain capital outlay projects, (4) appropriations by the State of post-1989
increases in gasoline taxes and vehicle weight fees, and (5) appropriations
made in certain cases of emergency. 

The appropriations limit for each year is adjusted annually to reflect changes
in cost of living and population, and any transfers of service
responsibilities between government units. The definitions for such
adjustments were liberalized in 1990 by Proposition 111 to follow more closely
growth in California's economy. 

"Excess" revenues are measured over a two-year cycle. With respect to
local governments, excess revenues must be returned by a revision of tax rates
or fee schedules within the two subsequent fiscal years. The appropriations
limit for a local government may be overridden by referendum under certain
conditions for up to four years at a time. With respect to the State, 50% of
any excess revenues is to be distributed to K-12 school districts and
community college districts (collectively, "K-14 districts" ) and the
other 50% is to be refunded to taxpayers. With more liberal annual adjustment
factors since 1988, and depressed revenues since 1990 because of the
recession, few governments, including the State, are currently operating near
their spending limits, but this condition may change over time. Local
governments may by voter approval exceed their spending limits for up to four
years.

Because of the complex nature of Articles XIIIA and XIIIB of the California
Constitution, the ambiguities and possible inconsistencies in their terms, and
the impossibility of predicting future appropriations or changes in population
and cost of living, and the probability of continuing legal challenges, it is
not currently possible to determine fully the impact of Article XIIIA or
Article XIIIB on California Municipal Obligations or on the ability of
California or local governments to pay debt service on such California
Municipal Obligations. It is not presently possible to predict the outcome of
any pending litigation with respect to the ultimate scope, impact or
constitutionality of either Article XIIIA or Article XIIIB, or the impact of
any such determinations upon State agencies or local governments, or upon
their ability to pay debt service on their obligations. Future initiative or
legislative changes in laws or the California Constitution may also affect the
ability of the State or local issuers to repay their obligations. 

Under the California Constitution, debt service on outstanding general
obligation bonds is the second charge to the General Fund after support of the
public school system and public institutions of higher education. Total
outstanding general obligation bond and lease purchase debt of the State
increased from $9.4 billion at June 30, 1987 to $23.5 billion at June 30,
1994. In FY 1993-94, debt service on general obligation bonds and lease
purchase debt was approximately 5.2% of General Fund revenues.

The principal sources of General Fund revenues in 1992-93 were the California
personal income tax (44% of total revenues), the sales tax (38%), bank and
corporation taxes (12%), and the gross premium tax on insurance (3%).
California maintains a Special Fund for Economic Uncertainties (the "
Economic Uncertainties Fund" ), derived from General Fund revenues, as a
reserve to meet cash needs of the General Fund. 

Throughout the 1980s, State spending increased rapidly as the State population
and economy also grew rapidly, including increased spending for many
assistance programs to local governments, which were constrained by
Proposition 13 and other laws. The largest State program is assistance to
local public school districts. In 1988, an initiative (Proposition 98) was
enacted which (subject to suspension by a two-thirds vote of the Legislature
and the Governor) guarantees local school districts and community college
districts a minimum share of State General Fund revenues (currently about
33%). 

Since the start of 1990-91 Fiscal Year, the State has faced adverse economic,
fiscal and budget conditions. The economic recession seriously affected State
tax revenues. It also caused increased expenditures for health and welfare
programs. The State is also facing a structural imbalance in its budget with
the largest programs supported by the General Fund (education, health, welfare
and corrections) growing at rates significantly higher than the growth rates
for the principal revenue sources of the General Fund. These structured
concerns will be exacerbated in coming years by the expected need to
substantially increase capital and operating funds for corrections as a result
of a "Three Strikes" law enacted in 1994. As a result, the State
entered a period of budget imbalance, with expenditures exceeding revenues for
four of the five fiscal years ending in 1991-92; revenues and expenditures
were about equal in 1992-93. By June 30, 1993, the State's General Fund had an
accumulated deficit, on a budget basis, of approximately $2.8 billion.

The State failed to enact its 1992-93 budget by July 1, 1992. Although the
State had no legal authority to pay many of its vendors, certain obligations
(such as debt service, school apportionments, welfare payments, and employee
salaries) were payable because of continuing or special appropriations, or
court orders. However, the State Controller did not have enough cash to pay as
they came due all of these ongoing obligations, as well as valid obligations
incurred in the prior fiscal year. 

Starting on July 1, 1992, the Controller was required to issue "registered
warrants" in lieu of normal warrants backed by cash to pay many State
obligations. Available cash was used to pay constitutionally mandated and
priority obligations. Between July 1 and September 3, 1992, the Controller
issued an aggregate of approximately $3.8 billion of registered warrants, all
of which were called for redemption by September 4, 1992 following enactment
of the 1992-93 Budget Act and issuance by the State of Interim Notes. 

The 1992-93 Budget Act, when finally adopted, was projected to eliminate the
State's accumulated deficit, with additional expenditure cuts and a $1.3
billion transfer of State education funding costs to local governments by
shifting local property taxes to school districts. However, as the recession
continued longer and deeper than expected, revenues once again were far below
projections, and only reached a level just equal to the amount of
expenditures. Thus, the State continued to carry its $2.8 billion budget
deficit at June 30, 1993. 

The 1993-94 Budget Act represented a third consecutive year of difficult
budget choices. As in the prior year, the budget contained no general state
tax increases, and relied principally on expenditure cuts, particularly for
health and welfare and higher education, a two-year suspension of the renters'
tax credit, some one-time and accounting adjustments, and--the largest
component--an additional $2.6 billion transfer of property taxes from local
government, particularly counties, to school districts to reduce State
education funding requirements. A temporary state sales tax scheduled to
expire on June 30, 1993 was extended for six months, and dedicated to support
local government public safety costs.

A major feature of the budget was a two-year plan to eliminate the accumulated
deficit by borrowing into the 1994-95 fiscal year. With the recession still
continuing longer than expected, the General Fund had $800 million less
revenue and $800 million higher expenditures than budgeted. As a result
revenues only exceed expenditures by about $500 million. However, this was the
fist operating surplus in four years and reduced the accumulated deficit to
$2.0 billion at June 30, 1994 (after taking account of certain other
accounting reserves).

The 1994-95 Budget Act was passed on July 8, 1994, and provides for an
estimated $41.9 billion of General Fund revenues, and $40.9 billion of
expenditures. The budget assumed receipt of about $750 million of new federal
assistance for the costs of incarceration, education, health and welfare
related to undocumented immigrants. Other major components of the budget
include further reductions in health and welfare costs and miscellaneous
government costs, some additional transfers of funds from local government,
and a plan to defer retirement of $1 billion of the accumulated budget deficit
to the 1995-96 fiscal year. The federal government has apparently budgeted
only $33 million of the expected immigration aid. However, this shortfall is
expected to be almost fully offset by higher than projected revenues, and
lower than projected caseload growth, as the economy improves.

As noted above, the State issued $7.0 billion of short-term debt in July, 1994
to meet its cash flow needs and to finance the deferral of part of the
accumulated budget deficit to the 1995-96 fiscal year. In order to assure
repayment of the $4 billion, 22-month part of this borrowing, the State
enacted legislation (the "Trigger Law" ) which can lead to automatic,
across-the-board cuts in General Fund expenditures in either the 1994-95 or
1995-96 fiscal years if cash flow projections made at certain times during
those years show deterioration from the projections made in July 1994 when the
borrowings were made. On November 15, 1994, the State Controller as part of
the Trigger Law reported that the cash position of the General Fund on June
30, 1995 would be about $580 million better than earlier projected, so no
automatic budget adjustments were required in 1994-95. The Controller's report
showed that loss of federal funds was offset by higher revenues, lower
expenditures, and certain other increases in cash resources.

On January 10, 1995, the Governor presented his proposed FY 1995-96 Budget.
This budget projects total General Fund revenues and transfers of $42.5
billion, and expenditures of $41.7 billion, to complete the elimination of the
accumulated deficits from earlier years. However, this proposal leaves no
cushion, as the projected budget reserve at June 30, 1996 would be only about
$92 million. While proposing increases in funding for schools, universities
and corrections, the Governor proposes further cuts in welfare programs, and a
continuation of the "realignment" of functions with counties which
would save the State about $240 million. The Governor also expects about $800
million in new federal aid for the State's costs of incarcerating and
educating illegal immigrants. The Budget proposal also does not account for
possible additional costs if the State loses its appeals on lawsuits which are
currently pending concerning such matters as school funding and pension
payments, but these appeals could take several years to resolve. Part of the
Governor's proposal also is a 15% cut in personal income and corporate taxes,
to be phased in over three years, starting with calendar year 1996 (which
would have only a small impact on 1995-96 income).

The State's difficult financial condition for the current and upcoming budget
years will result in continued pressure upon almost all local governments,
particularly school districts and counties which depend on State aid. Despite
efforts in recent years to increase taxes and reduce governmental
expenditures, there can be no assurance that the State will not face budget
gaps in the future.

State general obligation bonds ratings were reduced in July, 1994 to "
A1" by Moody's and "A" by S&P. Both of these ratings were reduced
from "AAA" levels which the State held until late 1991. There can be
no assurance that such ratings will be maintained in the future. It should be
noted that the creditworthiness of obligations issued by local California
issuers may be unrelated to the creditworthiness of obligations issued by the
State of California, and that there is no obligation on the part of the State
to make payment on such local obligations in the event of default.

The State is involved in certain legal proceedings (described in the State's
recent financial statements) that, if decided against the State, may require
the State to make significant future expenditures or may substantially impair
revenues. Trial courts have recently entered tentative decisions or
injunctions which would overturn several parts of the State's recent budget
compromises. The matters covered by these lawsuits include a deferral of
payments by the State to the Public Employees Retirement System, reductions in
welfare payments, and the use of certain cigarette tax funds for health costs.
All of these cases are subject to further proceedings and appeals, and if the
State eventually loses, the final remedies may not have to be implemented in
one year.

There are a number of State agencies, instrumentalities and political
subdivisions of the State that issue Municipal Obligations, some of which may
be conduit revenue obligations payable from payments from private borrowers.
These entities are subject to various economic risks and uncertainties, and
the credit quality of the securities issued by them may vary considerably from
the credit quality of the obligations backed by the full faith and credit of
the State.

Property tax revenues received by local governments declined more than 50%
following passage of Proposition 13. Subsequently, the California Legislature
enacted measures to provide for the redistribution of the State's General Fund
surplus to local agencies, the reallocation of certain State revenues to local
agencies and the assumption of certain governmental functions by the State to
assist municipal issuers to raise revenues. Total local assistance from the
State's General Fund was budgeted at approximately 75% of General Fund
expenditures in recent years, including the effect of implementing reductions
in certain aid programs. To reduce State General Fund support for school
districts, the 1992-93 and 1993-94 Budget Acts caused local governments to
transfer $3.9 billion of property tax revenues to school districts,
representing loss of the post-Proposition 13 "bailout" aid. The
largest share of these transfers came from counties, and the balance from
cities, special districts and redevelopment agencies. In order to make up this
shortfall, the Legislature proposed and voters approved in 1993 dedicating
0.5% of the sales tax to counties and cities for public safety purposes. In
addition, the Legislature has changed laws to relieve local governments of
certain mandates, allowing them to reduce costs.

To the extent the State should be constrained by its Article XIII
appropriations limit, or its obligation to conform to Proposition 98, or other
fiscal considerations, the absolute level, or the rate of growth, of State
assistance to local governments may be reduced. Any such reductions in State
aid could compound the serious fiscal constraints already experienced by many
local governments, particularly counties. At lease one rural county (Butte)
publicly announced that it might enter bankruptcy proceedings in August 1990,
although such plans were put off after the Governor approved legislation to
provide additional funds for the county. Other counties have also indicated
that their budgetary condition is extremely grave. The Richmond Unified School
District (Contra Costa County) entered bankruptcy proceedings in May 1991 but
the proceedings have been dismissed.

California Municipal Obligations which are assessment bonds may be adversely
affected by a general decline in real estate values or a slowdown in real
estate sales activity. In many cases, such bonds are secured by land which is
undeveloped at the time of issuance but anticipated to be developed within a
few years after issuance. In the event of such reduction or slowdown, such
development may not occur or may be delayed, thereby increasing the risk of a
default on the bonds. Because the special assessments or taxes securing these
bonds are not the personal liability of the owners of the property assessed,
the lien on the property is the only security for the bonds. Moreover, in most
cases the issuer of these bonds is not required to make payments on the bonds
in the event of delinquency in the payment of assessments or taxes, except
from amounts, if any, in a reserve fund established for the bonds. 

Certain California long-term lease obligations, though typically payable from
the general fund of the municipality, are subject to "abatement" in
the event the facility being leased is unavailable for beneficial use and
occupancy by the municipality during the term of the lease. Abatement is not a
default, and there may be no remedies available to the holders of the
certificates evidencing the lease obligation in the event abatement occurs.
The most common cases of abatement are failure to complete construction of the
facility before the end of the period during which lease payments have been
capitalized and uninsured casualty losses to the facility (e.g., due to
earthquake). In the event abatement occurs with respect to a lease obligation,
lease payments may be interrupted (if all available insurance proceeds and
reserves are exhausted) and the certificates may not be paid when due. 

Several years ago the Richmond Unified School District (the "District" 
) entered into a lease transaction in which certain existing properties of the
District were sold and leased back in order to obtain funds to cover operating
deficits. Following a fiscal crisis in which the District's finances were
taken over by a State receiver (including a brief period under bankruptcy
court protection), the District failed to make rental payments on this lease,
resulting in a lawsuit by the Trustee for the Certificate of Participation
holders, in which the State was a named defendant (on the grounds that it
controlled the District's finances). One of the defenses raised in answer to
this lawsuit was the invalidity of the original lease transaction. The trial
court has upheld the validity of the District's lease, and the case has been
settled. Any judgment in any future case against the position asserted by the
Trustee in the Richmond case may have adverse implications for lease
transactions of a similar nature by other California entities. 

The repayment of industrial development securities secured by real property
may be affected by California laws limiting foreclosure rights of creditors.
Securities backed by health care and hospital revenues may be affected by
changes in State regulations governing cost reimbursements to health care
providers under Medi-Cal (the State's Medicaid program), including risks
related to the policy of awarding exclusive contracts to certain hospitals. 

Limitations on ad valorem property taxes may particularly affect "tax
allocation" bonds issued by California redevelopment agencies. Such bonds
are secured solely by the increase in assessed valuation of a redevelopment
project area after the start of redevelopment activity. In the event that
assessed values in the redevelopment project decline (e.g., because of a major
natural disaster such as an earthquake), the tax increment revenue may be
insufficient to make principal and interest payments on these bonds. Both
Moody's and S&P suspended ratings on California tax allocation bonds after the
enactment of Articles XIIIA and XIIIB, and only resumed such ratings on a
selective basis. 

Proposition 87, approved by California voters in 1988, requires that all
revenues produced by a tax rate increase go directly to the taxing entity
which increased such tax rate to repay that entity's general obligation
indebtedness. As a result, redevelopment agencies (which, typically, are the
Issuers of tax allocation securities) no longer receive an increase in tax
increment when taxes on property in the project area are increased to repay
voter-approved bonded indebtedness. 

The effect of these various constitutional and statutory changes upon the
ability of California municipal securities issuers to pay interest and
principal on their obligations remains unclear. Furthermore, other measures
affecting the taxing or spending authority of California or its political
subdivisions may be approved or enacted in the future. Legislation has been or
may be introduced which would modify existing taxes or other revenue-raising
measures or which either would further limit or, alternatively, would increase
the abilities of state and local governments to impose new taxes or increase
existing taxes. It is not presently possible to determine the impact of any
such legislation on California Municipal Obligations in which the Fund may
invest, future allocations of state revenues to local governments or the
abilities of state or local governments to pay the interest on, or repay the
principal of, such California Municipal Obligations. 

Substantially all of California is within an active geologic region subject to
major seismic activity. Northern California in 1989 and Southern California in
1994 experienced major earthquakes causing billions of dollars in damages. The
federal government provided more than $1.8 billion in aid for both
earthquakes, and neither event is expected to have any long-term negative
economic impact. Any California Municipal Obligation in the Portfolio could be
affected by an interruption of revenues because of damaged facilities, or,
consequently, income tax deductions for casualty losses or property tax
assessment reductions. Compensatory financial assistance could be constrained
by the inability of (i) an issuer to have obtained earthquake insurance
coverage at reasonable rates; (ii) an insurer to perform on its contracts of
insurance in the event of widespread losses; or (iii) the Federal or State
government to appropriate sufficient funds within their respective budget
limitations. 

On January 17, 1994, a major earthquake with an estimated magnitude 6.8 on the
Richter scale struck the Los Angeles area, causing significant property damage
to public and private facilities, presently estimated at $15-20 billion. While
over $9.5 billion of federal aid, and a projected $1.9 billion of State aid,
plus insurance proceeds, will reimburse much of that loss, there were bill be
come ultimate loss of health and income in the region, in addition to costs of
the disruption caused by the event. Short-term economic projections are
generally neutral, as the infusion of aid will restore billions of dollars to
the local economy within a few months; already the local construction industry
has picked up. Although the earthquake will hinder recovery from the recession
in Southern California, already hard-hit, its long-term impact is not expected
to be material in the context of the overall wealth of the region. Almost five
years after the event, there are few remaining effects of the 1989 Loma Prieta
earthquake in northern California (which, however, caused less severe damage
than Northridge).

On December 7, 1994, Orange County, California (the "County" ),
together with its pooled investment fund (the "Fund" ) filed for
protection under Chapter 9 of the federal Bankruptcy Code, after reports that
the Fund had suffered significant market losses in its investments caused a
liquidity crisis for the Fund and the County. Approximately 180 other public
entities, most but not all located in the County, were also depositors in the
Fund. As of December 13, 1993, the County indicated that the Fund had lost
about 27% of its initial deposits of around $7.4 billion. The County may
suffer further losses as it sells investments to restructure the Fund. Many of
the entities which kept moneys in the Fund, including the County, are facing
cash flow difficulties because of the bankruptcy filing and may be required to
reduce programs or capital projects. The County and some of these entities
have, and others may in the future, default in payment of their obligations.
Moody's and Standard & Poor's have suspended, reduced to below investment
grade levels, or placed on "Credit Watch" various securities of the
County and the entities participating in the Fund.

The State of California has no obligation with respect to any obligations or
securities of the County or any of the other participating entities, although
under existing legal precedents, the State may be obligated to ensure that
school districts have sufficient funds to operate.

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

In the opinion of Orrick, Herrington & Sutcliffe, special counsel to the Fund
for California tax matters, under existing California income and property tax
law applicable to individuals who are California residents: 

(1)the California IM-IT Trust is not an association taxable as a corporation
and the income of the California IM-IT Trust will be treated as the income of
the Unitholders under the income tax laws of California; 

(2)amounts treated as interest on the underlying Securities in the California
IM-IT Trust which are exempt from tax under California personal income tax and
property tax laws when received by the California IM-IT Trust will, under such
laws, retain their status as tax-exempt interest when distributed to
Unitholders. However, interest on the underlying Securities attributed to a
Unitholder which is a corporation subject to the California franchise tax laws
may be includable in its gross income for purposes of determining its
California franchise tax. Further, certain interest which is attributable to a
Unitholder subject to the California personal income tax and which is treated
as an item of tax preference for purposes of the federal alternative minimum
tax pursuant to Section 57(a)(5) of the Internal Revenue Code of 1986 may also
be treated as an item of tax preference that must be taken into account in
computing such Unitholder's alternative minimum taxable income for purposes of
the California alternative minimum tax enacted by 1987 California Statutes,
chapter 1138. However, because of the provisions of the California
Constitution exempting the interest on bonds issued by the State of
California, or by local governments within the state, from taxes levied on
income, the application of the new California alternative minimum tax to
interest otherwise exempt from the California personal income tax in some
cases may be unclear; 

(3)under California income tax law, each Unitholder in the California IM-IT
Trust will have a taxable event when the California IM-IT Trust disposes of a
Security (whether by sale, exchange, redemption, or payment at maturity) or
when the Unitholder redeems or sells Units. Because of the requirement that
tax cost basis be reduced to reflect amortization of bond premium, under some
circumstances a Unitholder may realize taxable gains when Units are sold or
redeemed for an amount equal to, or less than, their original cost. The total
cost of each Unit in the California IM-IT Trust to a Unitholder is allocated
among each of the Bond issues held in the California IM-IT Trust (in
accordance with the proportion of the California IM-IT Trust comprised by each
Bond issue) in order to determine his per Unit tax cost for each Bond issue;
and the tax cost reduction requirements relating to amortization of bond
premium will apply separately to the per Unit tax cost of each Bond issue.
Unitholders' bases in their units, and the bases for their fractional interest
in each Trust asset, may have to be adjusted for their pro rata share of
accrued interest received, if any, on Securities delivered after the
Unitholders' respective settlement dates; 

(4)under the California personal property tax laws, bonds (including the
Securities in the California IM-IT Trust) or any interest therein is exempt
from such tax; 

(5)any proceeds paid under the insurance policy issued to the California IM-IT
Trust with respect to the Securities which represent maturing interest on
defaulted obligations held by the Trustee will be exempt from California
personal 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; and 

(6)under Section 17280(b)(2) of the California Revenue and Taxation Code,
interest on indebtedness incurred or continued to purchase or carry Units of
the California IM-IT Trust is not deductible for the purposes of the
California personal income tax. While there presently is no California
authority interpreting this provision, Section 17280(b)(2) directs the
California Franchise Tax Board to prescribe regulations determining the proper
allocation and apportionment of interest costs for this purpose. The Franchise
Tax Board has not yet proposed or prescribed such regulations. In interpreting
the generally similar Federal provision, the Internal Revenue Service has
taken the position that such indebtedness need not be directly traceable to
the purchase or carrying of Units (although the Service has not contended that
a deduction for interest on indebtedness incurred to purchase or improve a
personal residence or to purchase goods or services for personal consumption
will be disallowed). In the absence of conflicting regulations or other
California authority, the California Franchise Tax Board generally has
interpreted California statutory tax provisions in accord with Internal
Revenue Service interpretations of similar Federal provisions. 

At the respective times of issuance of the Securities, opinions relating to
the validity thereof and to the exemption of interest thereon from Federal
income tax and California personal income tax are rendered by bond counsel to
the respective issuing authorities. Except in certain instances in which
Orrick, Herrington & Sutcliffe acted as bond counsel to issuers of Securities,
and as such made a review of proceedings relating to the issuance of certain
Securities at the time of their issuance, Orrick, Herrington & Sutcliffe has
not made any special review for the California IM-IT Trust of the proceedings
relating to the issuance of the Securities or of the basis for such opinions.

 



<TABLE>
<CAPTION>
                                                                                         Semi-     
                                                                            Monthly      Annual
<S>                                                                         <C>          <C>        
Per Unit Information:    
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     57.87  $    57.87 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      2.37  $     1.97 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     55.50  $    55.90 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     55.50  $    55.90 
 Divided by 12 and 2, respectively......................................... $      4.63  $    27.95 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .15415  $   .15528 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        5.55%       5.59%
Estimated Long-Term Return <F3><F4><F5>....................................        5.60%       5.64%
Estimated Initial Monthly Distribution (September 1995).................... $      4.62             
Estimated Initial Semi-annual Distribution (January 1996)..................              $    23.29 
Estimated Normal Distribution per Unit <F5>................................ $      4.63  $    27.95 
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>
Trustee's Annual Fee <F1>...... $.91 and $.51 per $1,000 principal amount of Bonds, respectively, for those portions of the    
                                California IM-IT Trust under the monthly and semi-annual distribution plans                    
Record and Computation Dates... FIRST day of the month as follows: monthly--each month; semi-annual--January and July          
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--                      
                                January and July commencing September 15, 1995                                                 



<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.03
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 $57.90. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.40 and $2.00 under the
monthly and semi-annual distribution plans, respectively; and Estimated Net
Annual Interest Income per Unit will remain the same as shown. See "
Estimated Current Returns and Estimated Long-Term Returns." 

<F2>Excluding insurance costs. The Estimated Annual Expenses are expected to
fluctuate periodically (see "Trust Administration--Fund Administration and
Expenses--Miscellaneous Expenses" ).

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

<F4>The Estimated Current Returns are 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; therefore, there is no assurance that the present Estimated
Current Returns indicated above will be realized in the future. The Estimated
Long-Term Returns are 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 Returns as indicated
above will be realized in the future. The Estimated Current Returns and
Estimated Long-Term Returns 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" .
</TABLE>





<TABLE>
CALIFORNIA INSURED MUNICIPALS INCOME TRUST
SERIES 143 (IM-IT AND QUALITY MULTI-SERIES 256)
PORTFOLIO As of July 27, 1995
<CAPTION>
                                                                                                                    Offering       
                                                                                                                    Price To       
Aggregate      Name of Issuer, Title, Interest Rate andMaturity Date of either                  Redemption          California     
Principal<F1>  Bonds Deposited orBonds Contracted for<F1><F5>                     Rating<F2>    Feature<F3>         IM-IT Trust<F4>
<S>            <C>                                                               <C>            <C>                 <C>            
$     400,000  City of Redlands, California, Certificates of Participation                                                         
               (1993 Refunding of 1986 and 1987 Projects) AMBAC Indemnity                         
               Insured                                                                          2003 @ 102
               5.80%  Due 9/1/2017..............................................       AAA      2004 @ 100 S.F.     $     385,184  
      500,000  California Statewide Communities Development Authority,                                                             
               Certificates of Participation, Sutter Health Obligated Group                         
               (MBIA Insured)                                                                   2005 @ 102
               #5.50%  Due 8/15/2022............................................      YAAA      2016 @ 100 S.F.           457,780  
      500,000  County of Madera, California, Certificates of Participation                                                         
               (Valley Children's Hospital Project) Series 1995 (MBIA                                                              
               Insured)**
               #6.125%  Due 3/15/2023...........................................      YAAA      2005 @ 102                496,220  
      230,000  Lancaster Redevelopment Agency, California, Combined                                                                
               Redevelopment Project Areas (Housing Programs) Tax Allocation                         
               Bonds, Issue of 1993 (MBIA Insured)                                              2003 @ 102
               #5.80%  Due 8/1/2023.............................................       AAA      2009 @ 100 S.F.           220,460  
      150,000  Department of Water and Power of the City of Los Angeles,                                                           
               California, Electric Plant Refunding Revenue Bonds, Series 1993                         
               (MBIA Insured)                                                                   2003 @ 102
               #5.375%  Due 9/1/2023............................................       AAA      2014 @ 100 S.F.           135,270  
      500,000  County of San Diego, California, Certificates of Participation                                                      
               (1994 Inmate Reception Center and Cooling Plant Financing) MBIA                         
               Insured                                                                          2004 @ 102
               #6.25%  Due 8/1/2024.............................................       AAA      2020 @ 100 S.F.           504,470  
      500,000  Palm Desert Financing Authority, California, Tax Allocation                                                         
               Revenue Refunding Bonds, Project Area No. 1, Series 1995A (MBIA                         
               Insured)                                                                         2005 @ 102
               5.85%  Due 4/1/2025..............................................      YAAA      2006 @ 100 S.F.           482,100  
      250,000  Community Redevelopment Agency of the City of Los Angeles,                                                          
               California (Bunker Hill Project) Tax Allocation Revenue                         
               Refunding Bonds, Series H (FSA Insured)                                          2003 @ 102
               #5.60%  Due 12/1/2028............................................       AAA      2024 @ 100 S.F.           229,540  
$   3,030,000                                                                                                       $   2,911,024  
</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" . 




MICHIGAN IM-IT TRUST     

General. The Michigan IM-IT Trust consists of 8 issues of Securities. Five of
the Bonds in the Michigan 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 Michigan IM-IT Trust) as follows: General Obligations, 5 (52%); Health
Care, 1 (16%); Higher Education, 1 (16%) and Transportation, 1 (16%). No Bond
issue has received a provisional rating.

Risk Factors. Investors should be aware that the economy of the State of
Michigan has, in the past, proven to be cyclical, due primarily to the fact
that the leading sector of the State's economy is the manufacturing of durable
goods. While the State's efforts to diversify its economy have proven
successful, as reflected by the fact that the share of employment in the State
in the durable goods sector has fallen from 33.1 percent in 1960 to 17.9
percent in 1990, durable goods manufacturing still represents a sizable
portion of the State's economy. As a result, any substantial national economic
downturn is likely to have an adverse effect on the economy of the State and
on the revenues of the State and some of its local governmental units. 

In July 1995, Moody's Investors Service, Inc. raised the State's general
obligation bond rating to "Aa" . In October 1989, Standard & Poor's
raised its rating on the State's general obligation bonds to "AA" . 

The State's economy could continue to be affected by changes in the auto
industry, notably consolidation and plant closings resulting from competitive
pressures and over-capacity. Such actions could adversely affect State
revenues and the financial impact on the local units of government in the
areas in which plants are closed could be more severe. 

In recent years, the State has reported its financial results in accordance
with generally accepted accounting principles. For the fiscal years ended
September 30, 1990 and 1991, the State reported negative year-end balances in
the General Fund/School Aid Fund of $310.4 million and $169.4 million,
respectively. The State ended each of the 1992, 1993 and 1994 fiscal years
with its General Fund/School Aid Fund in balance, after having made
substantial transfers to the Budget Stabilization Fund in 1993 and 1994. A
positive cash balance in the combined General Fund/School Aid Fund was
recorded at September 30, 1990. In the 1991 through 1993 fiscal years, the
State experienced deteriorating cash balances which necessitated short-term
borrowing and the deferral of certain scheduled cash payments. The State did
not borrow for cash flow purposes in 1994, but borrowed $500 million on March
9, 1995, which is due for repayment on September 29, 1995. The State's Budget
Stabilization Fund received year-end transfers from the General Fund of $283
million in 1993 and $464 million in 1994, bringing the balance in the Budget
Stabilization Fund to $779 million at September 30, 1994.

The Michigan Constitution of 1963 limits the amount of total revenues of the
State raised from taxes and certain other sources to a level for each fiscal
year equal to a percentage of the State's personal income for the prior
calendar year. In the event that the State's total revenues exceeds the limit
by 1 percent or more, the Michigan Constitution of 1963 requires that the
excess be refunded to taxpayers. 

On March 15, 1994, Michigan voters approved a school finance reform amendment
to the State's Constitution which, among other things, increased the State
sales tax rate from 4% to 6% and placed a cap on property assessment increases
for all property taxes. Concurrent legislation cut the State's income tax rate
from 4.6% to 4.4%, reduced some property taxes and altered local school
funding sources to a combination of property taxes and state revenues, some of
which is provided from other new or increased State taxes. The legislation
also contained other provisions that alter (and, in some cases, may reduce)
the revenues of local units of government, and tax increment bonds could be
particularly affected. While the ultimate impact of the constitutional
amendment and related legislation cannot yet be accurately predicted,
investors should be alert to the potential effect of such measures upon the
operations and revenues of Michigan local units of government. 

In addition, the State Legislature recently adopted a package of state tax
cuts, including a phase out of the intangibles tax, an increase in exemption
amounts for personal income tax, and reductions in single business tax.

Although all or most of the Bonds in the Michigan IM-IT Trust are revenue
obligations or general obligations of local governments or authorities rather
than general obligations of the State of Michigan itself, there can be no
assurance that any financial difficulties the State may experience will not
adversely affect the market value or marketability of the Bonds or the ability
of the respective obligors to pay interest on or principal of the Bonds,
particularly in view of the dependency of local governments and other
authorities upon State aid and reimbursement programs and, in the case of
bonds issued by the State Building Authority, the dependency of the State
Building Authority on the receipt of rental payments from the State to meet
debt service requirements upon such bonds. In the 1991 fiscal year, the State
deferred certain scheduled cash payments to municipalities, school districts,
universities and community colleges. While such deferrals were made up at
specified later dates, similar future deferrals could have an adverse impact
on the cash position of some local governmental units. Additionally, the State
reduced revenue sharing payments to municipalities below that level provided
under formulas by $10.9 million in the 1991 fiscal year, up $34.4 million in
the 1992 fiscal year, $45.5 million in the 1993 fiscal year, $54.5 million in
the 1994 fiscal year, and $67.0 million (budgeted) in the 1995 fiscal year.

The Michigan IM-IT Trust may contain general obligation bonds of local units
of government pledging the full faith and credit of the local unit which are
payable from the levy of ad valorem taxes on taxable property within the
jurisdiction of the local unit. Such bonds issued prior to December 22, 1978,
or issued after December 22, 1978 with the approval of the electors of the
local unit, are payable from property taxes levied without limitation as to
rate or amount. With respect to bonds issued after December 22, 1978, and
which were not approved by the electors of the local unit, the tax levy of the
local unit for debt service purposes is subject to constitutional, statutory
and charter tax rate limitations. In addition, several major industrial
corporations have instituted challenges of their ad valorem property tax
assessments in a number of local municipal units in the State. If successful,
such challenges could have an adverse impact on the ad valorem tax bases of
such units which could adversely affect their ability to raise funds for
operation and debt service requirements. 

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

In the opinion of Miller, Canfield, Paddock and Stone, special counsel to the
Fund for Michigan tax matters, under existing Michigan law: 

The Michigan IM-IT Trust and the owners of Units will be treated for purposes
of the Michigan income tax laws and the Single Business Tax in substantially
the same manner as they are for purposes of the Federal income tax laws, as
currently enacted. Accordingly, we have relied upon the opinion of Messrs.
Chapman and Cutler as to the applicability of Federal income tax under the
Internal Revenue Code of 1986 to the Michigan IM-IT Trust and the Holders of
Units. 

Under the income tax laws of the State of Michigan, the Michigan IM-IT Trust
is not an association taxable as a corporation; the income of the Michigan
IM-IT Trust will be treated as the income of the Unitholders and be deemed to
have been received by them when received by the Michigan IM-IT Trust. Interest
on the underlying Bonds which is exempt from tax under these laws when
received by Michigan IM-IT Trust will retain its status as tax exempt interest
to the Unitholders. 

For purposes of the foregoing Michigan tax laws, each Unitholder will be
considered to have received his pro rata share of Bond interest when it is
received by the Michigan IM-IT Trust, and each Unitholder will have a taxable
event when the Michigan IM-IT Trust disposes of a Bond (whether by sale,
exchange, redemption or payment at maturity) or when the Unitholder redeems or
sells his Certificate to the extent the transaction constitutes a taxable
event for Federal income tax purposes. The tax cost of each unit to a
Unitholder will be established and allocated for purposes of these Michigan
tax laws in the same manner as such cost is established and allocated for
Federal income tax purposes. 

Under the Michigan Intangibles Tax, the Michigan IM-IT Trust is not taxable
and the pro rata ownership of the underlying Bonds, as well as the interest
thereon, will be exempt to the Unitholders to the extent the Michigan IM-IT
Trust consists of obligations of the State of Michigan or its political
subdivisions or municipalities, or of obligations of possessions of the United
States. The Intangibles Tax is being phased out, with reductions of
twenty-five percent (25%) in 1994 and 1995, fifty percent (50%) in 1996, and
seventy-five percent (75%) in 1997, with total repeal effective January 1,
1998. 

The Michigan Single Business Tax replaced the tax on corporate and financial
institution income under the Michigan Income Tax, and the Intangible Tax with
respect to those intangibles of persons subject to the Single Business Tax the
income from which would be considered in computing the Single Business Tax.
Persons are subject to the Single Business Tax only if they are engaged in
"business activity" , as defined in the Act. Under the Single Business
Tax, both interest received by the Michigan IM-IT Trust on the underlying
Bonds and any amount distributed from the Michigan IM-IT Trust to a
Unitholder, if not included in determining taxable income for Federal income
tax purposes, is also not included in the adjusted tax base upon which the
Single Business Tax is computed, of either the Michigan IM-IT Trust or the
Unitholders. If the Michigan IM-IT Trust or the Unitholders have a taxable
event for Federal income tax purposes when the Michigan IM-IT Trust disposes
of a Bond (whether by sale, exchange, redemption or payment at maturity) or
the Unitholder redeems or sells his Certificate, an amount equal to any gain
realized from such taxable event which was included in the computation of
taxable income for Federal income tax purposes (plus an amount equal to any
capital gain of an individual realized in connection with such event but
excluded in computing that individual's Federal taxable income) will be
included in the tax base against which, after allocation, apportionment and
other adjustments, the Single Business Tax is computed. The tax base will be
reduced by an amount equal to any capital loss realized from such a taxable
event, whether or not the capital loss was deducted in computing Federal
taxable income in the year the loss occurred. Unitholders should consult their
tax advisor as to their status under Michigan law. 

Any proceeds paid under an insurance policy issued to the Trustee of the
Trust, or paid under individual policies obtained by issuers of Bonds, which,
when received by the Unitholders, represent maturing interest on defaulted
obligations held by the Trustee, will be excludable from the Michigan income
tax laws and the Single Business Tax if, and to the same extent as, such
interest would have been so excludable if paid by the issuer of the defaulted
obligations. While treatment under the Michigan Intangibles Tax is not
premised upon the characterization of such proceeds under the Internal Revenue
Code, the Michigan Department of Treasury should adopt the same approach as
under the Michigan income tax laws and the Single Business Tax. 

As the Tax Reform Act of 1986 eliminates the capital gain deduction for tax
years beginning after December 31, 1986, the federal adjusted gross income,
the computation base for the Michigan Income Tax, of a Unitholder will be
increased accordingly to the extent such capital gains are realized when the
Michigan IM-IT Trust disposes of a Bond or when the Unitholder redeems or
sells a Unit, to the extent such transaction constitutes a taxable event for
Federal income tax purposes.

 



<TABLE>
<CAPTION>
                                                                                         Semi-     
                                                                            Monthly      Annual
<S>                                                                         <C>          <C>        
Per Unit Information:    
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     56.61  $    56.61 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      2.19  $     1.72 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     54.42  $    54.89 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     54.42  $    54.89 
 Divided by 12 and 2, respectively......................................... $      4.54  $    27.45 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .15115  $   .15247 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        5.44%       5.49%
Estimated Long-Term Return <F3><F4><F5>....................................        5.50%       5.54%
Estimated Initial Monthly Distribution (September 1995).................... $      4.53             
Estimated Initial Semi-annual Distribution (January 1996)..................              $    22.87 
Estimated Normal Distribution per Unit <F5>................................ $      4.54  $    27.45 
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>
Trustee's Annual Fee <F1>...... $.91 and $.51 per $1,000 principal amount of Bonds, respectively, for those portions of the    
                                Michigan IM-IT Trust under the monthly and semi-annual distribution plans                      
Record and Computation Dates... FIRST day of the month as follows: monthly--each month; semi-annual--January and July          
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--                      
                                January and July commencing September 15, 1995                                                 



<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.34
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 $56.95. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.53 and $2.06 under the
monthly and semi-annual distribution plans, respectively; and Estimated Net
Annual Interest Income per Unit will remain the same as shown. See "
Estimated Current Returns and Estimated Long-Term Returns." 

<F2>Excluding insurance costs. The Estimated Annual Expenses are expected to
fluctuate periodically (see "Trust Administration--Fund Administration and
Expenses--Miscellaneous Expenses" ).

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

<F4>The Estimated Current Returns are 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; therefore, there is no assurance that the present Estimated
Current Returns indicated above will be realized in the future. The Estimated
Long-Term Returns are 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 Returns as indicated
above will be realized in the future. The Estimated Current Returns and
Estimated Long-Term Returns 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" .
</TABLE>





<TABLE>
MICHIGAN INSURED MUNICIPALS INCOME TRUST
SERIES 131 (IM-IT AND QUALITY MULTI-SERIES 256)
PORTFOLIO As of July 27, 1995
<CAPTION>
                                                                                                                     Offering      
                                                                                                                     Price To      
Aggregate        Name of Issuer, Title, Interest Rate andMaturity Date of either                 Redemption          Michigan      
Principal<F1>    Bonds Deposited orBonds Contracted for<F1><F5>                    Rating<F2>    Feature<F3>         IM-IT Trust<F4
<S>              <C>                                                              <C>            <C>                 <C>           
$    500,000     Michigan Hospital Finance Authority, Hospital Revenue Refunding                                                   
                 Bonds (Oakwood Hospital Obligated Group) Series 1993A (FGIC                        
                 Insured)                                                                        2003 @ 102
                 #5.625%  Due 11/1/2018..........................................           AAA  2014 @ 100 S.F.     $    473,140  
      500,000    Michigan State Trunk Line Fund Revenue Bonds, Series 1994A                      2004 @ 102                        
                 (FGIC Insured)
                 #5.75%  Due 11/15/2020..........................................           AAA  2017 @ 100 S.F.          483,145  
     100,000     Chippewa Valley Schools, County of Macomb, Michigan, 1993                                                         
                 School Building and Site Bonds (General Obligation-Unlimited                        
                 Tax) FGIC Insured                                                               2003 @ 102
                 #5.00%  Due 5/1/2021............................................           AAA  2014 @ 100 S.F.           86,642  
    100,000      Ovid-Elsie Area Schools, Clinton, Shiawassee, Saginaw & Gratiot                                                   
                 Counties, Michigan, General Obligation-Unlimited Tax School                                                       
                 Building and Site Bonds, Series 1995 (MBIA Insured)**                           2005 @ 101                        
                 #5.60% Due 5/1/2021.............................................          YAAA  2018 @ 100 S.F.           94,406  
    500,000      Goodrich Area Schools, Counties of Genesee, Oakland and Lapeer,                                                   
                 Michigan, 1995 School Building and Site and Refunding Bonds                                                       
                 (General Obligation-Unlimited Tax) AMBAC Indemnity Insured                      2005 @ 102                        
                 #5.875%  Due 5/1/2024...........................................           AAA  2016 @ 100 S.F.          487,275  
     400,000     Chelsea School District, Counties of Washtenaw and Jackson,                                                       
                 Michigan, General Obligation-Unlimited Tax School Building and                        
                 Site Bonds, Series 1995 (FGIC Insured)**                                        2005 @ 101
                 #5.875%  Due 5/1/2025...........................................          YAAA  2020 @ 100 S.F.          388,604  
     500,000     Reeths-Puffer Schools, County of Muskeegan, Michigan, 1995                                                        
                 School Building and Site and Refunding Bonds (General                        
                 Obligation-Unlimited Tax) FGIC Insured                                          2005 @ 101
                 #6.00%  Due 5/1/2025............................................          YAAA  2016 @ 100 S.F.          495,615  
      500,000    Board of Trustees of Oakland University, Michigan, General                        
                 Revenue Bonds, Series 1995 (MBIA Insured)                                       2005 @ 102
                 #5.75%  Due 5/15/2026...........................................          YAAA  2016 @ 100 S.F.          482,080  
$   3,100,000                                                                                                        $  2,990,907 
</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".



PENNSYLVANIA IM-IT TRUST  

General. The Pennsylvania IM-IT Trust consists of 9 issues of Securities. One
of the Bonds in the Pennsylvania 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 Pennsylvania IM-IT Trust) as follows: Retail Electric/Gas, 2 (33%);
General Purpose, 2 (19%); General Obligations, 1 (16%); Transportation, 1
(16%); Health Care, 1 (8%) and Water and Sewer, 2 (8%). No Bond issue has
received a provisional rating.

Risk Factors. Investors should be aware of certain factors that might affect
the financial conditions of the Commonwealth of Pennsylvania. Pennsylvania
historically has been identified as a heavy industry state although that
reputation has changed recently as the industrial composition of the
Commonwealth diversified when the coal, steel and railroad industries began to
decline. A more diversified economy was necessary as the traditionally strong
industries in the Commonwealth declined due to a long-term shift in jobs,
investment and workers away from the northeast part of the nation. The major
sources of growth in Pennsylvania are in the service sector, including trade,
medical and the health services, education and financial institutions.
Pennsylvania's agricultural industries are also an important component of the
Commonwealth's economic structure, accounting for more than $3.6 billion in
crop and livestock products annually, while agribusiness and food related
industries support $39 billion in economic activity annually. 

Non-agricultural employment in the Commonwealth declined by 5.1 percent during
the recessionary period from 1980 to 1983. In 1984, the declining trend was
reversed as employment grew by 2.9 percent over 1983 levels. From 1983 to
1990, Commonwealth employment continued to grow each year, increasing an
additional 14.3 percent. For the three years ended 1993, unemployment in the
Commonwealth declined 1.2 percent. 

Back to back recessions in the early 1980s reduced the manufacturing sector's
employment levels moderately during 1980 and 1981, sharply during 1982, and
even further in 1983. Non-manufacturing employment has increased steadily
since 1980 to its 1993 level of 81.6 percent of total Commonwealth employment.
Consequently, manufacturing employment constitutes a diminished share of total
employment within the Commonwealth. Manufacturing, contributing 18.4 percent
of 1993 non-agricultural employment, has fallen behind both the services
sector and the trade sector as the largest single source of employment within
the Commonwealth. In 1993 the services sector accounted for 29.9 percent of
all non-agricultural employment while the trade sector accounted for 22.4
percent. 

From 1983 to 1989, Pennsylvania's annual average unemployment rate dropped
from 11.8 percent to 4.5 percent, falling below the national rate in 1986 for
the first time in over a decade. Pennsylvania's annual average unemployment
rate remained below the national average from 1986 until 1990. Slower economic
growth caused the unemployment rate in the Commonwealth to rise to 6.9 percent
in 1991 and 7.5 percent in 1992. The resumption of faster economic growth
resulted in a decrease in the Commonwealth's unemployment rate to 7.1 percent
in 1993. As of March 1995, the seasonally adjusted unemployment rate for the
Commonwealth was 6.0 percent compared to 5.5 percent for the United States. 

The five year period from fiscal 1990 through fiscal 1994 was marked by public
health and welfare costs growing at a rate double the growth rate for all the
state expenditures. Rising caseloads, increased utilization of services and
rising prices joined to produce the rapid rise of public health and welfare
costs at a time when a national recession caused tax revenues to stagnate and
even decline. During the period from fiscal 1989 through fiscal 1993, public
health and welfare costs rose by an average annual rate of 9.4 percent while
tax revenues were growing at an average annual rate of 5.8 percent.
Consequently, spending on other budget programs was restrained to a growth
rate below 4.7 percent and sources of revenues other than taxes became larger
components of fund revenues. Among those sources are transfers from other
funds and hospital and nursing home pooling of contributions to use as federal
matching funds. 

Tax revenues declined in fiscal 1991 as a result of the recession in the
economy. A $2.7 billion tax increase enacted for fiscal 1992 brought financial
stability to the General Fund. That tax increase included several taxes with
retroactive effective dates which generated some one-time revenues during
fiscal 1992. The absence of those revenues in fiscal 1993 contributed to the
decline in tax revenues shown for fiscal 1993. Fiscal 1994 revenues increased
4.1 percent, but a decline in other revenues caused by the end of medical
assistance pooled financing in fiscal 1993 held total revenues to a 1.8
percent gain. Expenditures for fiscal 1994 rose by 4.3 percent.

It should be noted that the creditworthiness of obligations issued by local
Pennsylvania issuers may be unrelated to the creditworthiness of obligations
issued by the Commonwealth of Pennsylvania, and there is no obligation on the
part of the Commonwealth to make payment on such local obligations in the
event of default. 

Financial information for the principal operating funds of the Commonwealth is
maintained on a budgetary basis of accounting. A budgetary basis of accounting
is used for the purpose of ensuring compliance with the enacted operating
budget and is governed by applicable statutes of the Commonwealth and by
administrative procedures. The Commonwealth also prepares annual financial
statements in accordance with generally accepted accounting principles ("
GAAP" ). The budgetary basis financial information maintained by the
Commonwealth to monitor and enforce budgetary control is adjusted at fiscal
year-end to reflect appropriate accruals for financial reporting in conformity
with GAAP. 

Fiscal 1992 Financial Results. GAAP Basis: During fiscal 1992 the General Fund
reported a $1.1 billion operating surplus. This operating surplus was achieved
through legislated tax rate increases and tax base broadening measures enacted
in August 1991 and by controlling expenditures through numerous cost reduction
measures implemented throughout the fiscal year. As a result of the fiscal
1992 operating surplus, the fund balance increased to $87.5 million and the
unreserved-undesignated deficit dropped to $138.6 million from its fiscal 1991
level of $1,146.2 million. 

Budgetary Basis: Total revenues for the fiscal year were $14,516.8 million, a
$2,654.5 million increase over cash revenues during fiscal 1991. Largely due
to the tax revisions enacted for the budget, corporate tax receipts totalled
$3,761.2 million, up from $2,656.3 million in fiscal 1991, sales tax receipts
increased by $302 million to $4,499.7 million, and personal income tax
receipts totalled $4,807.4 million, an increase of $1,443.8 million over
receipts in fiscal 1991. 

Spending increases in the fiscal 1992 budget were largely accounted for by
increases for education, social services and corrections programs.
Commonwealth funds for the support of public schools were increased by 9.8
percent to provide a $438 million increase to $4.9 billion for fiscal 1992.
Child welfare appropriations supporting county operated child welfare programs
were increased $67 million, more than 31.5 percent over fiscal 1991. Other
social service areas such as medical and cash assistance also received
significant funding increases as costs rose quickly as a result of the
economic recession and high inflation rates of medical care costs. The costs
of corrections programs, reflecting the marked increase in the prisoner
population, increased by 12 percent. Economic development efforts, largely
funded from bond proceeds in fiscal 1991, were continued with General Fund
appropriations for fiscal 1992. 

The budget included the use of several Medicaid pooled financing transactions.
These pooling transactions replaced $135 million of Commonwealth funds,
allowing total spending under the budget to increase by an equal amount. 

Fiscal 1993 Financial Results. GAAP Basis: The fund balance of the General
Fund increased by $611.4 million during the fiscal year, led by an increase in
the unreserved balance of $576.8 million over the prior fiscal year balance.
At June 30, 1993, the fund balance totalled $698.9 and the
unreserved/undesignated balance totalled $64.4 million. The increase in the
fund balance and a return to a positive unreserved-undesignated balance
provided indication of a continuing recovery of the Commonwealth's financial
condition. 

Budgetary Basis: The 1993 fiscal year closed with revenues higher than
anticipated and expenditures about as projected, resulting in an ending
unappropriated balance surplus (prior to the ten percent transfer to the Tax
Stabilization Reserve Fund) of $242.3 million, slightly higher than estimated.
Cash revenues were $41.5 million above the budget estimate and totalled
$14.633 billion representing less than a one percent increase over revenues
for the 1992 fiscal year. A reduction in the personal income tax rate in July
1992 and the one-time receipt of revenues from retroactive corporate tax
increases in fiscal 1992 were responsible, in part, for the low revenue growth
in fiscal 1993. 

Appropriations less lapses totalled $13.870 billion representing a 1.1 percent
increase over expenditures during fiscal 1992. The low growth in spending is a
consequence of a low rate of revenue growth, significant one-time expenses
during fiscal 1992, increased tax refund reserves to cushion against adverse
decisions on pending litigations, and the receipt of federal funds for
expenditures previously paid out of Commonwealth funds. 

By state statute, ten percent of the budgetary basis unappropriated surplus at
the end of a fiscal year is to be transferred to the Tax Stabilization Reserve
Fund. The transfer for the fiscal 1993 balance was $24.2 million. The
remaining unappropriated surplus of $218.0 million was carried forward into
the 1994 fiscal year. 

Fiscal 1994 Financial Results. GAAP Basis: The fund balance increased $194.0
million due largely to an increased reserve for encumbrances and an increase
in other designated funds. The unreserved-undesignated balance increased by
$14.8 million to $72.2 million. Revenues and other sources increased by 1.8
percent over the prior fiscal year while expenditures and other uses increased
by 4.3 percent. Consequently, the operating surplus declined to $179.4 million
for fiscal 1994 from $686.3 million for fiscal 1993. 

Budgetary Basis: Commonwealth revenues during the fiscal year totalled
$15,210.7 million, $38.6 million above the fiscal year estimate, and 3.9
percent over Commonwealth revenues during the previous fiscal year. The sales
tax was an important contributor to the higher than estimated revenues.
Collections from the sales tax were $5.124 billion, a 6.1 percent increase
from the prior fiscal year and $81.3 million above estimate. The strength of
collections from the sales tax offset the lower than budgeted performance of
the personal income tax which ended the fiscal year $74.4 million below
estimate. The shortfall in the personal income tax was largely due to
shortfalls in income not subject to withholding such as interest, dividends
and other income. Tax refunds in fiscal 1994 were reduced substantially below
the $530 million amount provided in fiscal 1993. The higher fiscal 1993 amount
and the reduced fiscal 1994 amount occurred because reserves of approximately
$160 million were added to fiscal 1993 tax refunds to cover potential payments
if the Commonwealth lost litigation known as Philadelphia Suburban Corp v.
Commonwealth. Those reserves were carried into fiscal 1994 until the
litigation was decided in the Commonwealth's favor in December 1993 and $147.3
million of reserves for tax refunds were released.

Expenditures, excluding pooled financing expenditures and net of all fiscal
1994 appropriation lapses, totalled $14,934.4 million representing a 7.2
percent increase over fiscal 1993 expenditures. Medical assistance and
corrections spending contributed to the rate of spending growth for the fiscal
year.

The Commonwealth maintained an operating balance on a budgetary basis for
fiscal 1994 producing a fiscal year ending unappropriated surplus of $335.8
million. By state statute, ten percent ($33.6 million) of that surplus
transferred to the Tax Stabilization Reserve Fund and the remaining balance
was carried over into the fiscal 1995 fiscal year. The balance in the Tax
Stabilization Reserve Fund as of March 31, 1995 was $65.3 million.

Fiscal 1995 Budget. The approved fiscal 1995 budget provided for $15,665.7
million of appropriations from Commonwealth funds, an increase of 4.0 percent
over appropriations, including supplemental appropriations, for fiscal 1994.
Medical assistance expenditures represent the largest single increase in the
budget ($221 million) representing a nine percent increase over the prior
fiscal year. The budget includes a reform of the state-funded public
assistance program that added certain categories of eligibility to the program
but also limited the availability of such assistance to other eligible
persons. Education subsidies to local school districts were increased by
$132.2 million to continue the increased funding for the poorest school
districts in the state.

Several tax reductions were enacted with the fiscal 1995 budget. Low income
working families will benefit from an increase to the dependent exemption to
$3,000 from $1,500 for the first dependent and from $1,000 for all additional
dependents. A reduction to the corporate net income tax rate from 12.25
percent to 9.99 percent to be phased in over a period of four years was
enacted. A net operating loss provision has been added to the corporate net
income tax and will be phased in over three years with an annual $500,000 cap
on losses used to offset profits. Several other tax changes to the sales tax,
the inheritance tax and the capital stock and franchise tax also were enacted.
Estimated commonwealth revenue reductions from these tax cuts have been raised
from $166.4 million to $173.4 million based on upward revised estimates of
commonwealth revenues for the fiscal 1995 to 6.3 percent, excluding the effect
of the fiscal 1995 tax reductions, and is largely due to actual and
anticipated higher collections of the corporate net income tax, the sales and
use tax and miscellaneous collections.

After a review of the fiscal 1994 budget in January 1995, $64.9 million of
additional appropriation needs were identified for the fiscal year. Of this
amount, the largest are for medical assistance ($21.8 million) and general
assistance cash grants ($10.3 million). The balance of the additional
appropriation needs are for other public welfare programs, educational
subsidies and office relocation costs due to a fire. The supplemental
appropriations requested are proposed to be funded from appropriation lapses
estimated to total $172 million for the fiscal year.

With the revised estimates for revenues, appropriations and lapses for the
1994 fiscal year, an unappropriated balance prior to transfers to the Tax
Stabilization Reserve Fund of $395.5 million is projected, an increase from
the $335.8 million fiscal year 1993 ending balance (prior to transfers).

Fiscal 1996 Budget. The fiscal 1996 budget was approved by the Governor on
June 30, 1995. The budget includes spending growth of 2.7%. It includes a
reduction of the Corporate Net Income Tax from 10.99% to 9.99% retroactive to
January 1, 1995. The budget includes a proportionate increase in funds for
public safety and education and a proportionate decrease in funds for welfare.

All outstanding general obligation bonds of the Commonwealth are rated AA- by
S&P and A1 by Moody's. 

Any explanation concerning the significance of such ratings must be obtained
from the rating agencies. There is no assurance that any ratings will continue
for any period of time or that they will not be revised or withdrawn. 

The City of Philadelphia ("Philadelphia" ) is the largest city in the
Commonwealth, with an estimated population of 1,585,577 according to the 1990
Census. Philadelphia functions both as a city of the first class and a county
for the purpose of administering various governmental programs. 

For the fiscal year ending June 30, 1991, Philadelphia experienced a
cumulative General Fund balance deficit of $153.5 million. The audit findings
for the fiscal year ending June 30, 1992, placed the Cumulative General Fund
balance deficit at $224.9. 

Legislation providing for the establishment of the Pennsylvania
Intergovernmental Cooperation Authority ("PICA" ) to assist first class
cities in remedying fiscal emergencies was enacted by the General Assembly and
approved by the Governor in June, 1991. PICA is designed to provide assistance
through the issuance of funding debt to liquidate budget deficits and to make
factual findings and recommendations to the assisted city concerning its
budgetary and fiscal affairs. An intergovernmental cooperation agreement
between Philadelphia and PICA was approved by City Council on January 3, 1992,
and approved by the PICA Board and signed by the Mayor on January 8, 1992. At
this time, Philadelphia is operating under a five year fiscal plan approved by
PICA on April 17, 1995 in which Philadelphia projects a balanced budget in
each of the five years (fiscal years 1996 through 2000) covered by the plan. 

In June 1992, PICA issued $474,555,000 of its Special Tax Revenue Bonds to
provide financial assistance to Philadelphia and to liquidate the cumulative
General Fund balance deficit. PICA issued $643,430,000 in July 1993 and
$178,675,000 in August 1993 of Special Tax Revenue Bonds to refund certain
general obligation bonds of the City and to fund additional capital projects.
In December 1994, PICA issued $122,020,000 of Special Tax Revenue Bonds to
fund additional capital projects.

As of the date hereof, the ratings on the City's long-term obligations
supported by payments from the City's General Fund are rated Baa by Moody's
and BBB- by S&P. Any explanation concerning the significance of such ratings
must be obtained from the rating agencies. There is no assurance that any
ratings will continue for any period of time or that they will not be revised
or withdrawn. 

The foregoing information constitutes only a brief summary of some of the
financial difficulties which may impact certain issuers of bonds and does not
purport to be a complete or exhaustive description of all adverse conditions
to which the issuers of the Bonds in the Pennsylvania 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 Pennsylvania 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
Pennsylvania IM-IT Trust Units, see "Other Matters--Federal Tax Status" 
 . 

In the opinion of Saul, Ewing, Remick & Saul, counsel to the Fund for
Pennsylvania tax matters, under existing law: 

(1)Units evidencing fractional undivided interest in the Pennsylvania IM-IT
Trust, which are represented by obligations issued by the Commonwealth of
Pennsylvania, any public authority, commission, board or other agency created
by the Commonwealth of Pennsylvania, any political subdivision of the
Commonwealth of Pennsylvania or any public authority created by any such
political subdivision are not taxable under any of the personal property taxes
presently in effect in Pennsylvania; 

(2)distributions of interest income to Unitholders that would not be taxable
it received directly by a Pennsylvania resident are not subject to personal
income tax under the Pennsylvania Tax Reform Code of 1971; nor will such
interest be taxable under the Philadelphia School District Investment Income
Tax imposed on Philadelphia resident individuals; 

(3)a Unitholder will have a taxable event under the Pennsylvania state and
local income taxes referred to in the preceding paragraph upon the redemption
or sale of his Units. Units will be taxable under the Pennsylvania inheritance
and estate taxes;

(4)a Unitholder which is a corporation will have a taxable event under the
Pennsylvania Corporate Net Income Tax when it redeems or sells its Units.
Interest income distributed to Unitholders which are corporations is not
subject to Pennsylvania Corporate Net Income Tax or Mutual Thrift Institutions
Tax. However, banks, title insurance companies and trust companies may be
required to take the value of the Units into account in determining the
taxable value of their shares subject to the Shares Tax; 

(5)under Act No. 68 of December 3, 1993, gains derived by the Fund from the
sale, exchange or other disposition of Bonds may be subject to Pennsylvania
personal or corporate income taxes. Those gains which are distributed by the
Fund to Unitholders who are individuals may be subject to Pennsylvania
Personal Income Tax. For Unitholders which are corporations, the distributed
gains may be subject to Corporate Net Income Tax or Mutual Thrift Institutions
Tax. Gains which are not distributed by the Fund may nevertheless be taxable
to Unitholders if derived by the Fund from the sale, exchange or other
disposition of Bonds issued on or after February 1, 1994. Gains which are not
distributed by the Fund will remain nontaxable to Unitholders if derived by
the Fund from the sale, exchange or other disposition of Bonds issued prior to
February 1, 1994;

(6)any proceeds paid under insurance policies issued to the Trustee or
obtained by the issuers of the Bonds with respect to the Bonds which represent
maturing interest on defaulted obligations held by the Trustee will be
excludable from Pennsylvania 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

(7)the Fund is not taxable as a corporation under Pennsylvania tax laws
applicable to corporations. 

On December 3, 1993, changes to Pennsylvania laws affecting taxation of income
and gains from the sale of Commonwealth of Pennsylvania and local obligations
were enacted. Among these changes was the repeal of the exemption from tax of
gains realized upon the sale or other disposition of such obligations. The
Pennsylvania Department of Revenue has issued proposed regulations concerning
these changes. The opinions expressed above are based on our analysis of the
law and proposed regulations but are subject to modification upon review of
final regulations or other guidance that may be issued by the Department of
Revenue or future court decisions. 

In rendering its opinion, Saul, Ewing, Remick & Saul has not, for timing
reasons, made an independent review of proceedings related to the issuance of
the Bonds. It has relied on Van Kampen American Capital Distributors, Inc. for
assurance that the Bonds have been issued by the Commonwealth of Pennsylvania
or by or on behalf of municipalities or other governmental agencies within the
Commonwealth.

 



<TABLE>
<CAPTION>
                                                                                     Semi-     
                                                                        Monthly      Annual
<S>                                                                     <C>          <C>        
Per Unit Information:    
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     56.79  $    56.79 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.37  $     1.97 
 Less: Annual Premium on Portfolio Insurance per Unit..................          --          -- 
 Estimated Net Annual Interest Income per Unit......................... $     54.42  $    54.82 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     54.42  $    54.82 
 Divided by 12 and 2, respectively..................................... $      4.54  $    27.41 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .15117  $   .15226 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        5.44%       5.48%
Estimated Long-Term Return <F2><F3><F4>................................        5.50%       5.53%
Estimated Initial Monthly Distribution (September 1995)................ $      4.54             
Estimated Initial Semi-annual Distribution (January 1996)..............              $    22.84 
Estimated Normal Distribution per Unit <F4>............................ $      4.54  $    27.41 
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>
Trustee's Annual Fee........... $.91 and $.51 per $1,000 principal amount of Bonds, respectively, for those portions of the    
                                Pennsylvania IM-IT Trust under the monthly and semi-annual distribution plans                  
Record and Computation Dates... FIRST day of the month as follows: monthly--each month; semi-annual--January and July          
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--                      
                                January and July commencing September 15, 1995



<FN>
<F1>Excluding insurance costs. The Estimated Annual Expenses are expected to
fluctuate periodically (see "Trust Administration--Fund Administration and
Expenses--Miscellaneous Expenses" ).

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

<F3>The Estimated Current Returns are 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; therefore, there is no assurance that the present Estimated
Current Returns indicated above will be realized in the future. The Estimated
Long-Term Returns are 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 Returns as indicated
above will be realized in the future. The Estimated Current Returns and
Estimated Long-Term Returns 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" .
</TABLE>





<TABLE>
PENNSYLVANIA INSURED MUNICIPALS INCOME TRUST
SERIES 205 (IM-IT AND QUALITY MULTI-SERIES 256)
PORTFOLIO As of July 27, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
Aggregate      Name of Issuer, Title, Interest Rate andMaturity Date of                     Redemption         Pennsylvania        
Principal<F1>  either Bonds Deposited orBonds Contracted for<F1><F5>          Rating<F2>    Feature<F3>        IM-IT Trust<F4>     
<S>            <C>                                                           <C>            <C>                <C>          <C>    
$     100,000  City of Philadelphia, Pennsylvania, Water and Wastewater                                                            
               Revenue Bonds, Series 1993 (Capital Guaranty Insured)                                                               
               #5.50% Due 6/15/2015.........................................           AAA  2003 @ 102         $      94,182       
      250,000  Sewickley Valley Hospital Authority (Allegheny County,                                                              
               Pennsylvania) Hospital Revenue Refunding Bonds (Sewickley                                                           
               Valley Hospital Project) Series 1993A (MBIA Insured)                         2003 @ 102                             
               #5.75% Due 10/15/2016........................................           AAA  2008 @ 100 S.F           241,465       
      500,000  Southeastern Pennsylvania Transportation Authority,                                                                 
               Pennsylvania, Special Revenue Bonds, Series A (FGIC Insured)                 2005 @ 101                             
               #5.75% Due 3/1/2020..........................................           AAA  2016 @ 100 S.F           484,950       
      500,000  Punxsutawney Area School District (Jefferson and Indiana                                                            
               Counties, Pennsylvania) General Obligation Bonds, Series                             
               1995 (MBIA Insured)                                                          2005 @ 100
               #5.90% Due 4/15/2020.........................................          YAAA  2016 @ 100 S.F           494,465       
      150,000  Pittsburgh Water and Sewer Authority (Allegheny County,                                                             
               Pennsylvania) Water and Sewer System Subordinated Revenue                             
               Bonds, Series 1995B (FSA Insured)                                            2005 @ 100
               #5.70% Due 9/1/2020..........................................          YAAA  2016 @ 100 S.F           144,009       
       70,000  Municipal Authority of Westmoreland County (Westmoreland                                                            
               County, Pennsylvania) Municipal Service Revenue Bonds,                                                              
               Series 1993 (FGIC Insured)
               #0.00% Due 8/15/2021.........................................           AAA                            14,167   <F6>
      500,000  Pennsylvania Intergovernmental Cooperation Authority,                                                               
               Special Tax Revenue Bonds (City of Philadelphia Funding                             
               Program) Series 1993 (MBIA Insured)                                          2003 @ 100
               #5.625% Due 6/15/2023........................................           AAA  2016 @ 100 S.F           471,330       
      500,000  City of Philadelphia, Pennsylvania, Gas Works Revenue Bonds,                             
               Fourteenth Series (CapMAC Insured)                                           2003 @ 102
               #6.375% Due 7/1/2026.........................................           AAA  2015 @ 100 S.F           511,465       
      500,000  Lehigh County Industrial Development Authority                                                                      
               (Pennsylvania) Pollution Control Revenue Refunding Bonds                                                            
               (Pennsylvania Power & Light Company Project) Series 1994A                                                           
               (MBIA Insured)
               #5.50% Due 2/15/2027.........................................           AAA  2004 @ 102               460,695       
$   3,070,000                                                                                                  $   2,916,728       
</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". 





OREGON QUALITY TRUST   

General. The Oregon Quality Trust consists of 10 issues of Securities.  Four
of the Bonds in the Oregon Quality 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 Oregon Quality Trust) as follows: General Obligations, 4 (56%);
Multi-Family Mortgage Revenue, 1 (17%); Health Care, 2 (10%); Water and Sewer,
1 (9%); Public Building, 1 (5%) and Higher Education, 1 (3%). No Bond issue
has received a provisional or conditional rating. 

Risk Factors. Oregon's economy continued to expand through the first half of
1994, though signs of slowing were clearly evident. The latest data on
employment (second quarter 1994) and personal income (first quarter 1994) show
growth rate decreases compared to the previous quarter. Construction and high
technology manufacturing continued to expand rapidly in the second quarter of
1994; but the rest of the State economy was essentially flat. On a seasonally
adjusted basis, activity in the timber industry dropped off during the Spring
of 1994 after a two-quarter spurt.

According to the Oregon Employment Department, Oregon's overall employment
continued its steady increase. The seasonally adjusted unemployment rate for
April 1994 was 2.5 percent above the same month in 1993, although there was a
slight and probably temporary decline from March 1994 to April 1994. Oregon's
seasonally adjusted unemployment rate measured 5.8 percent in May 1994, a
decline of one tenth of a percentage point from the April rate. Comparatively,
the national seasonally adjusted unemployment rate fell four tenths of a point
to 6.0 percent in May 1994. While the gap between the Oregon and national
unemployment rated narrowed in May, Oregon remained below the national level
for two consecutive months.

High lumber prices temporarily increased employment in early 1994 in the
lumber and wood products sector, and it is expected that the long-term
employment decline in this industry will return during the latter part of
1994. The State's numerous smaller manufacturing operations continued to grow;
and in general the non-manufacturing sector did not show its usual strength.
Although the construction sector has remained flat at around 58,000 jobs in
1994, employment is ten percent above 1993 levels. The finance, insurance and
real estate sector experienced a 6.6 percent increase in 1994 as compared to
1993 and along with the construction sector, its growth was fueled by the
combination of low interest rates and strong in-migration. Restrictions on the
growth of property taxes has prevented the state and local government sector
from growing. The services sector in 1994 was somewhat weak, with April's
figure the same as the December 1993 figures.

Oregon's high technology manufacturing and construction sectors provided
sufficient momentum to fuel healthy job and income growth through the end of
1994. At that point, higher interest rates and slowing national conditions are
expected to weaken these key sectors and moderate the State's overall growth
rate. Nonetheless, a recovering Japanese economy (one of Oregon's leading
foreign trading partners) and continued population growth should provide
enough impetus to keep jobs and inflation-adjusted income in the State growing
through 1995.

Semiconductor operations are likely to continue expanding in Oregon through
the next two years. This is expected to boost employment in the electronics
industry by 11.6 percent in 1994 and 7.6 percent in 1995. Between the end of
1995 and the end of 1991, jobs in the industry are projected to have increased
by 6,600 or 37 percent. Jobs in the non-electrical machinery industry, which
includes office equipment, are expected to grow 7.7 percent in 1994 and 3.2
percent in 1995. High technology manufacturing jobs are projected to account
for 25 percent of Oregon's manufacturing employment in 1995 compared to 21.9
percent in 1985.

The State's construction sector is expected to record one more quarter of
rapid employment growth (fourth quarter 1994) before higher interest rates
begin to constrain activity. Construction employment was forecasted to rise 11
percent for 1994 as a whole before slowing to 5.1 percent in 1995. Housing
starts are projected to total 20,900 in 1994, a gain of 10 percent over 1993
but turn flat in 1995. Commercial and industrial projects are expected to make
up an increasingly larger share of construction activity through 1996. The
completion of large infrastructure projects, expansion of high technology
manufacturing capacity, and falling vacancy rates for commercial real estate
all suggest that non-residential construction activity will be robust in the
short-term.

Property values have continued to increase. The Oregon Department of Revenue
reports that overall property values grew by ten percent in 1993. Residential
property values increased 14 percent which includes improvements made to
property during 1993. Many homeowners continue to see little or no decrease in
property taxes as value increases offset declining tax rates.

The General Fund revenue forecast is $6,333.2 million for the 1993-95
biennium. The forecast has been increased $88.2 from the December 1993
estimate and $127.7 million from the previous estimate as of the close of the
1993 Legislative Session. The major changes in the current forecast are as
follows: a $51.7 million increase in personal income taxes, a $36.5 million
increase in corporate income taxes, a $6.1 million decrease in liquor
apportionment revenue and a $5.0 million increase in gift and inheritance tax
revenue.

General Fund revenue is expected to reach $6,907.7 million for the 1995-97
biennium. Combining the revenue estimate with the projected $330.9 million
ending balance for the 1993-95 biennium results in an estimated $7,238.6
million in available General Fund resources for the 1995-97 budget period. The
June 1994 resource estimate is $14 million or 2.0 percent more than the March
1994 forecast.

According to the June 1994 forecast of the Oregon Office of Economic Analysis,
Oregon's economy is expected to continue expanding through 1995 though the
rate of growth is likely to moderate as credit sensitive sectors feel the
impact of higher interest rates. As the State's durable goods, manufacturing
and construction sectors soften, migration from other states can be expected
to continue generating jobs in services and trade. Oregon's income and job
growth are expected to remain above the national average in 1995.

Migration from other states, particularly California, is expected to greatly
influence the State's economy. Oregon's population was expected to have grown
by 63,000 in 1994, with two-thirds of the gain coming from net in-migration.
Growth is expected to slow to 58,000 in 1995 as the California economy slowly
rebounds. According to the Western Blue Chip consensus forecast, jobs in
California were expected to the decline a further 0.6 percent in 1994 before
turning around and increasing 1.0 percent in 1995. The rebound in California
should slow Oregon population growth but will increase demand for Oregon
products.

The recent increase in the lumber and wood products industry is not expected
to continue. Lumber prices peaked in December of 1993 and have generally
fallen through April of 1994. More importantly, supply is limited even if
there is release of federal timber following implementation of the new federal
forest plan. The timber harvest is expected to fall from 5.5 billion board
feet (BBF) in 1993 to 5.3 BBF in 1994 and 5.0 BBF in 1995. Employment was
expected to rise marginally in both the second and third quarters before
starting a steady decline at the end of 1994. For 1994 as a whole, employment
in lumber and wood products is expected to increase 4.6 percent then decline
5.8 percent in 1995.

The foregoing information constitutes only a brief summary of some of the
financial difficulties which may impact certain issuers of Bonds and does not
purport to be a complete or exhaustive description of all adverse conditions
to which the issuers in the Oregon 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
affect or 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 Oregon Trust to pay interest on or principal of the Bonds.

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

The assets of the Oregon Trust will consist of interest-bearing obligations
issued by or on behalf of the State of Oregon (the "State" ) or
counties, municipalities, authorities or political subdivisions thereof (the
"Oregon Bonds" ) or by the Commonwealth of Puerto Rico, Guam and the
United States Virgin islands (the "Possession Bonds" ) (collectively,
the "Bonds" ). Neither the Sponsor nor its counsel have independently
examined the Bonds to be deposited in and held in the Oregon 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 an Oregon Unitholder, would be
exempt from the Oregon income tax applicable to individuals (the "Oregon
Personal Income Tax" ).

In the opinion of Chapman and Cutler, counsel to the Sponsor, under existing
Oregon law and based on the assumptions set forth above:

The Oregon Trust is not an association taxable as a corporation and based upon
an administrative rule of the Oregon State Department of Revenue, each Oregon
Unitholder of the Oregon Trust will be essentially treated as the owner of a
pro rata portion of the Oregon Trust and the income of such portion of the
Oregon Trust will be treated as the income of the Oregon Unitholder for Oregon
Personal Income Tax purposes;

Interest on the Bonds which is exempt from the Oregon Personal Income Tax when
received by the Oregon Trust, and which would be exempt from the Oregon
Personal Income Tax if received directly by an Oregon Unitholder, will retain
its status as exempt from such tax when received by the Oregon Trust and
distributed to an Oregon Unitholder;

To the extent that interest derived from the Oregon Trust by an Oregon
Unitholder with respect to the 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 and 48 U.S.C. Section 1403, such interest will not be
subject to the Oregon Personal Income Tax. Each Oregon Unitholder of the
Oregon Trust will recognize gain or loss for Oregon Personal Income Tax
purposes if the Trustee disposes of a bond (whether by redemption, sale or
otherwise) or if the Oregon Unitholder redeems or sells Units of the Oregon
Trust to the extent that such a transaction results in a recognized gain or
loss to such Oregon Unitholder for Federal income tax purposes; and

The Oregon Personal Income Tax does not permit a deduction of interest paid or
incurred on indebtedness incurred or continued to purchase or carry Units in
the Oregon Trust, the interest on which is exempt from such Tax.

Investors should consult their tax advisers regarding collateral tax
consequences under Oregon law relating to the ownership of the Units,
including, but not limited to, the calculation of "net pension income" 
tax credits for retirees and the applicability of other Oregon taxes.

Chapman and Cutler has not examined any of the Bonds to be deposited and held
in the Oregon Trust or the proceedings for the issuance thereof or the
opinions of bond counsel with respect thereto and therefore it expresses no
opinion as to the exemption from the Oregon Personal Income Tax of interest on
the Bonds if received directly by an Oregon Unitholder. In addition,
prospective purchasers subject to the Oregon corporate income tax should be
advised that for purposes of the Oregon Corporate Income (Excise) Tax,
interest on the Bonds received by the Oregon Trust and distributed to an
Oregon Unitholder subject to such tax will be added to the corporate Oregon
Unitholder's Federal taxable income and therefore will be taxable. No opinion
is expressed regarding the Oregon taxation of foreign or domestic insurance
companies.







<TABLE>
<CAPTION>
                                                                                     Semi-
                                                                        Monthly      Annual
<S>                                                                     <C>          <C>
Per Unit Information:    
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     54.49  $    54.49 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.47  $     2.07 
 Estimated Net Annual Interest Income per Unit......................... $     52.02  $    52.42 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     52.02  $    52.42 
 Divided by 12 and 2, respectively..................................... $      4.34  $    26.21 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .14449  $   .14561 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        5.20%       5.24%
Estimated Long-Term Return <F2><F3><F4>................................        5.26%       5.30%
Estimated Initial Monthly Distribution (September 1995)................ $      4.33             
Estimated Initial Semi-annual Distribution (November 1995).............              $    13.10 
Estimated Normal Distribution per Unit <F4>............................ $      4.34  $    26.21 
</TABLE>


<TABLE>
<CAPTION>
<S>                             <C>
Trustee's Annual Fee........... $.91 and $.51 per $1,000 principal amount of Bonds, respectively, for those portions of the   
                                Oregon Quality Trust under the monthly and semi-annual distribution plans                     
Record and Computation Dates... FIRST day of the month as follows: monthly--each month; semi-annual--May and November         
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--May                  
                                and November commencing September 15, 1995

<FN>
<F1>The estimated annual expenses are expected to fluctuate periodically (see "
Trust Administration--Fund Administration and Expenses--Miscellaneous
Expenses").

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

<F3>The Estimated Current Returns are 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; therefore, there is no assurance that the present Estimated
Current Returns indicated above will be realized in the future. The Estimated
Long-Term Returns are 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 Returns as indicated
above will be realized in the future. The Estimated Current Returns and
Estimated Long-Term Returns 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" .
</TABLE>





<TABLE>
OREGON INVESTORS' QUALITY TAX-EXEMPT TRUST
SERIES 54 (IM-IT AND QUALITY MULTI-SERIES 256)
PORTFOLIO As of July 27, 1995
<CAPTION>
                                                                                                               Offering
                                                                                                               Price To
                 Name of Issuer, Title, Interest Rate and Maturity                                             Oregon
Aggregate        Date of either Bonds Deposited orBonds              Standard   Rating<F2> Redemption          Quality
Principal<F1>    Contracted for<F1><F5>                              & Poor's   Moody's    Feature<F3>         Trust<F4>
<S>              <C>                                                 <C>        <C>        <C>                 <C> 
$    500,000     Oregon Housing and Community Services                                                                             
                 Department, Housing Finance Revenue Bonds                                                                         
                 (Assisted or Insured Multi-Unit) Refunding                              
                 Series 1993A                                                              2003 @ 102
                 5.75%  Due 7/1/2012..............................           A+         A1 2007 @ 100 S.F.     $    494,630        
     150,000     Deschutes County, Oregon, Hospital Facilities                                                                     
                 Authority, Hospital Revenue Refunding Bonds, St.                                                                  
                 Charles Medical Center, Series 1995                                       2005 @ 101                              
                 6.00%  Due 1/1/2013..............................          N/R         A1 2010 @ 100 S.F.          151,974        
     250,000     Josephine County, Oregon, School District No.                                                                     
                 007, Unlimited Tax-General Obligation Bonds,                              
                 Series 1995 (FGIC Insured)                                                2007 @ 100
                 #5.70%  Due 6/1/2013.............................         YAAA        Aaa 2010 @ 100 S.F.          249,845        
     100,000     University of Puerto Rico, Revenue Refunding                                                                      
                 Bonds, Series 1995N (MBIA Insured)                                                                    
                 #0.00%  Due 6/1/2013.............................         YAAA        Aaa                           37,106<F6>   
     400,000     Lane County, Oregon, School District No. 4J                                                                       
                 (Eugene) Refunding Unlimited Tax-General                              
                 Obligation Bonds, Series A                                                2003 @ 100
                 #5.375%  Due 07/1/2013...........................          N/R         Aa 2010 @ 100 S.F.          381,456        
     500,000     Washington County, Oregon, Criminal Justice                                                                       
                 Facilities, Unlimited Tax-General Obligation                                                                      
                 Bonds, Series 1994
                 #6.00%  Due 12/01/2013...........................           AA         Aa 2004 @ 100               508,285        
     500,000     Tualatin Hills, Oregon, Park and Recreational                                                                     
                 District, Unlimited Tax-General Obligation Bonds                              
                 (MBIA Insured)                                                            2005 @ 100
                 #5.75%  Due 3/1/2015.............................          AAA        Aaa 2013 @ 100 S.F.          502,500        
     250,000     Portland, Oregon, Sewer System Revenue Bonds,                              
                 Series 1994A                                                              2004 @ 101
                 6.25%  Due 6/1/2015..............................           A+         A1 2013 @ 100 S.F.          259,170        
     140,000     Western Lane Hospital District, Oregon, Hospital                                                                  
                 Facilities Authority, Revenue Refunding Bonds,                                                                    
                 Sisters of St. Joseph of Peace, Health and                                                                        
                 Hospital Services, Series 1994 (MBIA Insured)                             2004 @ 102                              
                 #5.75%  Due 8/1/2019.............................          AAA        Aaa 2013 @ 100 S.F.          138,905        
     150,000     Puerto Rico Public Buildings Authority,                                                                           
                 Government Facilities Revenue Bonds, Series A                            
                 (AMBAC Indemnity Insured)                                                 2005 @ 101.5
                 #5.50%  Due 7/1/2021.............................         YAAA        Aaa 2016 @ 100 S.F.          141,503       
$  2,940,000                                                                                                   $  2,865,374       
</TABLE>

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



   
As of the Date of Deposit: July 27, 1995

(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 July
5,1995 to July 27,1995. These Securities have expected settlement dates
ranging from July 27,1995 to August 15,1995 (see "Unitholder
Explanations" ).
    
(2)All ratings are by Standard & Poor's 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>          
Arizona IM-IT........ $--       $2,948,542    $   13,839 $   171,463 $   2,940,250
California IM-IT..... $--       $2,881,514    $   29,510 $   177,228 $   2,887,888
Michigan IM-IT....... $--       $2,967,760    $   23,147 $   179,100 $   2,966,875
Pennsylvania IM-IT... $--       $2,898,125    $   18,603 $   174,175 $   2,893,288
Oregon Quality....... $--       $2,854,731    $   10,643 $   164,175 $   2,844,213
</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>                         
Arizona IM-IT........          10%                      8 days
California IM-IT.....          17%                      1 day
Michigan IM-IT.......          16%                   9 to 14 days
Pennsylvania IM-IT...          --                         --
Oregon Quality.......          --                         --
</TABLE>

On the Date of Deposit, the offering side evaluations of the Securities in the
Arizona IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania IM-IT and Oregon
Quality Trusts were higher than the bid side evaluations of such Securities by
0.71%, 0.76%, 0.78%, 0.76% and 0.72%, 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. To the extent that zero coupon bonds are sold or
called prior to maturity, there is no guarantee that the value of the proceeds
received therefrom by the Trust will equal or exceed the par value that would
have been obtained at maturity of such zero coupon bonds. Approximately 2% and
3% of the aggregate principal amount of the Securities in the Pennsylvania
IM-IT Trust and Oregon 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>
                                                                                                            Arizona
Name                                                                                                      IM-IT Trust
                                           Address                                                            Units
<S>                                        <C>                                                            <C>      
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181              2,615 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048          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.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014         100 
Smith Barney Inc.                          388 Greenwich Street, 23rd Floor, New York, New York 10013          100 
                                                                                                             3,115 
</TABLE>




<TABLE>
<CAPTION>
                                                                                                          California
Name                                                                                                      IM-IT Trust
                                           Address                                                            Units
<S>                                        <C>                                                            <C>      
Stephens Inc.                              111 Center Street, Little Rock, Arkansas 72201                    1,000 
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                811 
Smith Barney Inc.                          388 Greenwich Street, 23rd Floor, New York, New York 10013          500 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048          250 
Crowell, Weedon & Company                  One Wilshire Boulevard, Los Angeles, California 90017               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.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014         100 
                                                                                                             3,061 
</TABLE>




<TABLE>
<CAPTION>
                                                                                                           Michigan
Name                                                                                                      IM-IT Trust
                                           Address                                                            Units
<S>                                        <C>                                                            <C>      
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181              2,345 
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 
First of Michigan Corporation              100 Renaissance Center, 26th Floor, Detroit, Michigan 48243         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.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014         100 
Roney & Co.                                One Griswold, Detroit, Michigan 48226                               100 
Smith Barney Inc.                          388 Greenwich Street, 23rd Floor, New York, New York 10013          100 
                                                                                                             3,145 
</TABLE>




<TABLE>
<CAPTION>
                                                                                                                Pennsylvania
Name                                                                                                            IM-IT Trust
                                           Address                                                                  Units
<S>                                        <C>                                                                  <C>      
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                    1,367 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                250 
Janney Montgomery Scott Inc.               1801 Market Street, 11th Floor, Philadelphia, Pennsylvania 19103          250 
Legg Mason Wood Walker, Inc.               111 South Calvert Street, Baltimore, Maryland 21202                       250 
Prudential Securities Inc.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014               250 
Advest, Inc.                               280 Trumbull Street, Hartford, Connecticut 06103                          100 
                                           Four Falls Corporate Center, Suite 212, Route 23,                             
Boenning & Scattergood, Inc.                   West Conshohocken, Pennsylvania 19428                                 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 
W.H. Newbold's Son & Co.                  1500 Walnut Street, Philadelphia, Pennsylvania 19102                       100 
Parker/Hunter, Incorporated                600 Grant Street, Pittsburgh, Pennsylvania 15219                          100 
Wheat First Butcher Singer                 River Front Plaza, 901 East Byrd Street, Richmond, Virginia 23219         100 
                                                                                                                   3,067 
</TABLE>





<TABLE>
<CAPTION>
                                                                                                             Oregon
Name                                                                                                      Quality Trust
                                           Address                                                            Units
<S>                                        <C>                                                            <C>      
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181              2,513 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048          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.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014         100 
Smith Barney Inc.                          388 Greenwich Street, 23rd Floor, New York, New York 10013          100 
                                                                                                             3,013 
</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 American Capital Distributors, Inc., a Delaware
corporation, is the Sponsor of the Trust. Van Kampen American Capital
Distributors, Inc. is primarily owned by Clayton, Dubilier & Rice, Inc., a New
York-based private investment firm. Van Kampen American Capital Distributors,
Inc. management owns a significant minority equity position. Effective
December 20, 1994, the parent of Van Kampen Merritt Inc. acquired American
Capital Management & Research, Inc. As a result, Van Kampen Merritt Inc., has
changed its name to Van Kampen American Capital Distributors, Inc. Van Kampen
American Capital Distributors, 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 offices
at One Parkview Plaza, Oakbrook Terrace, Illinois 60181, (708) 684-6000 and
2800 Post Oak Boulevard, Houston, Texas, 77056, (713) 993-0500. 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, 1994 the total stockholders' equity of Van Kampen Merritt Inc.
was $117,357,000 (audited). (This paragraph relates only to the Sponsor and
not to the Insured Municipals Income Trust and Investors' Quality Tax-Exempt
Trust or to any 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, 1995, the Sponsor and its affiliates managed or supervised
approximately $51.7 billion of investment products, of which over $24.7
billion is invested in municipal securities. The Sponsor and its affiliates
managed $38.9 billion of assets, consisting of $20.3 billion for 42 open end
mutual funds, $9.4 billion for 38 closed-end funds and $5.6 billion for 82
institutional accounts. The Sponsor has also deposited approximately $26
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 $13 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 American Capital Distributors, Inc. is the sponsor of the
various series of the trusts listed below. Some of the mutual funds and
closed-end funds for which Van Kampen American Capital Distributors, Inc. acts
as distributor are also listed below. Only those mutual funds available for
reinvestment under the Reinvestment Option to Unitholders of unit investment
trusts are 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>
<CAPTION>
Name of Trust                                                        Trust Investment Objective
<S>                                                                  <C>                                                           
Insured Municipals Income Trust..................................... Tax-exempt income by investing in insured municipal securities
                                                                     Double tax-exemption for California residents by investing in 
California Insured Municipals Income Trust.......................... 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 Intermediate, New          Tax-exempt income by investing in insured municipal           
 York Intermediate Laddered Maturity, New York Limited               securities; all issuers of bonds in a state trust are located 
 Maturity, Ohio, Ohio Intermediate, Ohio Intermediate Laddered       in such state or in territories or possessions of the United  
 Maturity, Ohio Premium, Oklahoma, Pennsylvania, Pennsylvania        States-- providing exemptions from all state income tax for   
 Intermediate, Pennsylvania Intermediate Laddered Maturity,          residents of such state (except for the Oklahoma IM-IT Trust  
 Pennsylvania Premium, Tennessee, Texas, Texas Intermediate          where a portion of the income of the Trust may be subject to  
 Laddered Maturity, Washington, West Virginia)...................... the Oklahoma state income tax)                                
Insured Tax Free Bond Trust......................................... Tax-exempt income by investing in insured municipal securities
                                                                     Tax-exempt income by investing in insured municipal           
                                                                     securities; all issuers of bonds in a state trust are located 
Insured Tax Free Bond Trust, Insured Multi-Series                    in such state--providing exemptions from state income tax for 
 (National Limited Maturity, New York).............................. residents of such state                                       
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,              Tax-exempt income by investing in municipal securities; all   
 Florida, Georgia, Hawaii, Kansas, Kentucky, Maine, Maryland,        issuers of bonds in a state trust are located in such state   
 Massachusetts, Michigan, Minnesota, Missouri, Nebraska,             or in territories or possessions of the United                
 New Jersey, New York, North Carolina, Ohio, Oregon,                 States--providing exemptions from state income tax for        
 Pennsylvania, South Carolina, Virginia)............................ 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 which are subject to the Federal alternative   
Investors' Quality Municipals Trust, AMT Series......................minimum tax                                                   
Investors' Corporate Income Trust....................................Taxable income by investing in corporate bonds                
                                                                     Taxable income by investing in government-backed GNMA         
Investors' Governmental Securities--Income Trust.................... 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      
                                                                     insured, long-term or intermediate-term corporate debt        
Van Kampen Merritt Insured Income Trust..............................securities                                                    
                                                                     High current income consistent with preservation of capital   
                                                                     through a diversified investment in a fixed portfolio of      
                                                                     insured, long-term or intermediate-term corporate debt        
Van Kampen American Capital Insured Income Trust.....................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 Select Equity 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 the identical equity    
Van Kampen Merritt Select Equity and Treasury Trust..................securities which comprise the Select Equity Trust             
                                                                     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     
Van Kampen Merritt Blue Chip Opportunity and                         time of the creation of the trust were components of the Dow  
 Treasury Trust......................................................Jones 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   
Van Kampen Merritt Emerging Markets Income Trust.....................the framework of the 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     
Van Kampen Merritt Global Energy Trust...............................within 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 portfolio of common stocks of the ten          
Strategic Ten Trust                                                  companies in a recognized stock exchange index having the     
 (United States, United Kingdom, and Hong Kong Portfolios)...........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     
Van Kampen Merritt Brand Name Equity Trust...........................within the non-durable consumer products industry             
                                                                     Provide the potential for long-term capital appreciation by   
                                                                     investing in shares of Govett Smaller Companies Fund and to   
                                                                     protect Unitholders' capital by investing a portion of its    
Govett Smaller Companies Fund and Treasury Trust.....................portfolio in "zero coupon"U.S. Treasury obligations           
</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>
<CAPTION>
Name of Mutual Fund                                        Fund Investment Objective
<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                           
                                                           High level of current income exempt from Federal income tax and Florida 
                                                           intangible personal property taxes consistent with preservation of      
Van Kampen Merritt Florida Insured Tax Free Income Fund....capital                                                                 
                                                           High level of current income exempt from Federal income tax and New     
Van Kampen Merritt New Jersey Tax Free Income Fund.........Jersey gross income tax consistent with preservation of capital         
                                                           High level of current income exempt from Federal as well as New York    
                                                           State and New York City income taxes, consistent with preservation of   
Van Kampen Merritt New York Tax Free Income Fund...........capital                                                                 
                                                           To provide shareholders current income while also seeking to provide    
Van Kampen Merritt Balanced Fund...........................capital growth                                                          
</TABLE>


      



<TABLE>
<CAPTION>
Name of Closed-end Fund                                             Fund Investment Objective
<S>                                                                 <C>                                                            
                                                                    High current income exempt from Federal income taxes with      
                                                                    safety of principal by investing in a diversified portfolio of 
Van Kampen Merritt Municipal Income Trust...........................investment grade municipal securities                          
                                                                    High current income exempt from Federal and California income  
                                                                    taxes with safety of principal by investing in a diversified   
Van Kampen Merritt California Municipal Trust.......................portfolio of investment grade California municipal securities  
                                                                    High current income while seeking to preserve shareholders'    
                                                                    capital by investing in a diversified portfolio of high yield  
Van Kampen Merritt Intermediate Term High Income Trust..............fixed income securities                                        
                                                                    High current income while seeking to preserve shareholders'    
                                                                    capital by investing in a diversified portfolio of high yield  
Van Kampen Merritt Limited Term High Income Trust...................fixed income securities                                        
                                                                    High current income, consistent with preservation of capital   
                                                                    by investing in interests in floating or variable rate senior  
Van Kampen Merritt Prime Rate Income Trust..........................loans                                                          
                                                                    High current income exempt from Federal income tax, consistent 
Van Kampen Merritt Investment Grade Municipal Trust.................with 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   
Van Kampen Merritt California Quality Municipal Trust...............portfolio of 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           
Van Kampen Merritt Florida Quality Municipal Trust..................investment grade Florida 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    
Van Kampen Merritt New York Quality Municipal Trust.................New York municipal securities                                  
                                                                    High current income exempt from Federal and Ohio income taxes  
                                                                    with safety of principal by investing in a diversified         
Van Kampen Merritt Ohio Quality Municipal Trust.....................portfolio of investment grade Ohio municipal securities        
                                                                    High current income exempt from Federal and Pennsylvania       
                                                                    income taxes with safety of principal by investing in a        
                                                                    diversified portfolio of investment grade Pennsylvania         
Van Kampen Merritt Pennsylvania Quality Municipal Trust.............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 insurance with respect to timely payment of         
Van Kampen Merritt Trust for Insured Municipals.....................principal and interest                                         
                                                                    High level of current income exempt from Federal and           
                                                                    California income taxes, consistent with preservation of       
Van Kampen Merritt Trust for Investment Grade CA                    capital by investing in a diversified portfolio of California  
 Municipals.........................................................municipal securities                                           
                                                                    High level of current income exempt from Federal income taxes, 
                                                                    consistent with preservation of capital. The Fund also seeks   
Van Kampen Merritt Trust for Investment Grade FL                    to offer its Shareholders the opportunity to own securities    
 Municipals.........................................................exempt from Florida intangible personal property taxes         
                                                                    High level of current income exempt from Federal income taxes  
Van Kampen Merritt Trust for Investment Grade NJ                    and New Jersey gross income taxes, consistent with             
 Municipals ........................................................preservation of capital                                        
                                                                    High level of current income exempt from Federal as well as    
Van Kampen Merritt Trust for Investment Grade NY                    from New York State and New York City income taxes, consistent 
 Municipals.........................................................with preservation of capital                                   
                                                                    High level of current income exempt from Federal and           
                                                                    Pennsylvania income taxes and, where possible under local law, 
Van Kampen Merritt Trust for Investment Grade PA                    local income and property taxes, consistent with preservation  
 Municipals.........................................................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 income taxes and, where possible under local law, 
                                                                    local income and property taxes, consistent with preservation  
Van Kampen Merritt Advantage Pennsylvania Municipal Income Trust....of capital                                                     
                                                                    Provide common shareholders with a high level of current       
                                                                    income exempt from Federal income taxes, consistent with       
Van Kampen Merritt Strategic Sector Municipal Trust.................preservation of capital                                        
                                                                    High level of current income exempt from Federal income taxes, 
Van Kampen Merritt Value Municipal Income Trust.....................consistent with preservation of capital                        
                                                                    High level of current income exempt from Federal and           
Van Kampen Merritt California Value Municipal                       California income taxes, consistent with preservation of       
 Income Trust.......................................................capital                                                        
                                                                    High level of current income exempt from Federal income taxes  
Van Kampen Merritt Massachusetts Value Municipal                    and Massachusetts personal income taxes, consistent with       
  Income Trust......................................................preservation of capital                                        
                                                                    High level of current income exempt from Federal income taxes  
Van Kampen Merritt New Jersey Value Municipal                       and New Jersey gross income tax, consistent with preservation  
 Income Trust.......................................................of capital                                                     
                                                                    High level of current income exempt from Federal as well as    
Van Kampen Merritt New York Value Municipal                         New 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      
 Trust..............................................................income taxes, consistent with preservation of capital          
                                                                    High level of current income exempt from Federal and           
Van Kampen Merritt Pennsylvania Value Municipal                     Pennsylvania income taxes, consistent with preservation of     
  Income Trust......................................................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 from Florida intangible personal property    
Van Kampen Merritt Florida Municipal Opportunity Trust .............taxes                                                          
                                                                    Provide common shareholders with a high level of current       
                                                                    income exempt from Federal income tax, consistent with         
Van Kampen Merritt Advantage Municipal Income Trust II..............preservation of capital                                        
                                                                    To provide common shareholders with a high level of current    
                                                                    income exempt from Federal income tax, consistent with         
Van Kampen Merritt Select Sector Municipal Trust....................preservation of 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 American Capital
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. After the first year such fee will
be computed at $.51 per $1,000 principal amount of Securities for that portion
of each Trust under the semi-annual distribution plan and $.91 per $1,000
principal amount of Securities for that portion of each Trust under the
monthly distribution plan. Based on the size of the Trust on the Date of
Deposit and assuming all Unitholders had chosen the semi-annual distribution
plan, the Trustee's estimated annual fees for ordinary recurring services
would initially amount to $1,581, $1,545, $1,581, $1,566 and $1,499 for the
Arizona IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania IM-IT and Oregon
Quality Trusts, respectively. Assuming in the alternative that all Unitholders
had elected the monthly distribution plan such fees would have initially
amount to $2,821, $2,757, $2,821, $2,794 and $2,675 for the above mentioned
Trusts, respectively. 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, (g) expenditures incurred in contacting
Unitholders upon termination of the Trusts and (h) costs incurred to reimburse
the Trustee for advancing funds to the Trusts to meet scheduled distributions
(which costs may be adjusted periodically in response to fluctuations in
short-term interest rates).

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 beyond the end of the year preceding the twentieth anniversary of the Trust
Agreement in the case of 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 interest accrued but
unpaid from the First Settlement Date to the date of settlement as described
above under "Unitholder Explanations--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 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 in the case of a State Trust $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 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 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. Also, the Sponsor will receive from the Managing
Underwriters of the California IM-IT Trust (who underwrite 15% of the
respective Trusts or 1,000 Units, whichever is greater) the excess of such
gross sales commission over $38.00 per Unit of the respective trusts, as of
the Date of Deposit. Also, any such Managing Underwriter that sells a total of
25% or 1500 Units, whichever is greater, of any California IM-IT Trust will
receive an additional $2.00 per each such Unit. In addition, the Sponsor will
receive from the Managing Underwriters of the Michigan IM-IT Trust (who
underwrite 15% of the Trust involved or 1,000 Units of such Trust, whichever
is greater) the excess of such gross sales commission over $38.00 per Unit of
any such Trust, as of the Date of Deposit. Also, any such Managing Underwriter
that sells a total of 25% or 1,500 Units, whichever is greater, of any
individual Michigan IM-IT Trust will receive an additional $2.00 per each such
Unit. In connection with quantity sales to purchasers of any Pennsylvania
IM-IT Trust the Underwriters will receive from the Sponsor commissions
totalling $35.00 per Unit for any single transaction of 100 to 249 Units,
$36.00 per Unit for any single transaction of 250 to 499 units, $37.00 per
Unit for any single transaction of 500 to 999 Units and $38.00 per Unit for
any single transaction of 1,000 or more Units. In addition, any Underwriter
that sells a total of 25% or 1,500 Units, whichever is greater, of any
Pennsylvania IM-IT Trust will receive an additional $2.00 per each such Unit. 
In addition, the Sponsor will receive from the Managing Underwriters of the
Oregon Quality Trust (who underwrites 15% of the Trust involved or 1,000 Units
of such Trust, whichever is greater) the excess of such gross sales commission
over $38.00 per Unit of any such Trust, as of the Date of Deposit. Also, any
such Managing Underwriter that sells a total of 25% or 1,500 Units, whichever
is greater, of any individual Oregon Quality trust will receive an additional
$2.00 per each such Unit. 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, Arizona and Oregon tax law have been passed upon by
Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Orrick, Herrington & Sutcliffe has acted as special
counsel to the Fund for California tax matters. Miller, Canfield, Paddock and
Stone has acted as special counsel to the Fund for Michigan tax matters. Saul,
Ewing, Remick & Saul has acted as special counsel to the Fund for Pennsylvania
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 LLP, 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:

(1)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
subject to the alternative minimum tax, an additional tax on branches of
foreign corporations and the environmental tax (the "Superfund Tax" ),
as noted below;

(2)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;

(3)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

(4)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), subject to a
statutory de minimis rule. 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, A Division of the McGraw-Hill Companies. A 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 American Capital Distributors, Inc.
and the Unitholders of Insured Municipals Income Trust and Investors' Quality
Tax-Exempt Trust, Multi-Series 256 (Arizona IM-IT, California IM-IT, Michigan
IM-IT, Pennsylvania IM-IT and Oregon 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 256 (Arizona IM-IT, California IM-IT, Michigan
IM-IT, Pennsylvania IM-IT and Oregon Quality Trusts) as of July 27, 1995. 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 256 (Arizona
IM-IT, California IM-IT, Michigan IM-IT, Pennsylvania IM-IT and Oregon Quality
Trusts) as of July 27, 1995, in conformity with generally accepted accounting
principles.



Chicago, Illinois                         GRANT THORNTON LLP

July 27, 1995
    


   
<TABLE>
INSURED MUNICIPALS INCOME TRUST
and
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 256
Statements of Condition
As of July 27, 1995
<CAPTION>
INVESTMENT IN SECURITIES                                    Arizona       California    Michigan     
                                                            IM-IT Trust   IM-IT Trust   IM-IT Trust  
<S>                                                         <C>           <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   2,962,381 $   2,911,024 $   2,990,907
Accrued interest to the First Settlement Date <F1><F4>.....        41,548        55,217        37,426
Total...................................................... $   3,003,929 $   2,966,241 $   3,028,333
LIABILITY AND INTEREST OF UNITHOLDERS                                                                
Liability-- ...............................................                                          
 Accrued interest payable to Sponsor <F1><F4>               $      41,548 $      55,217 $      37,426
Interest of Unitholders-- .................................                                          
Cost to investors <F3>.....................................     3,115,000     3,061,000     3,145,000
Less: Gross underwriting commission <F3>...................       152,619       149,976       154,093
Net interest to Unitholders <F1><F3><F4>...................     2,962,381     2,911,024     2,990,907
Total...................................................... $   3,003,929 $   2,966,241 $   3,028,333
    

<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>       
   
Arizona IM-IT Trust...... $   3,002,702 $   3,100,000 $   2,962,381 $   40,321
California IM-IT Trust... $   2,964,795 $   3,030,000 $   2,911,024 $   53,771
Michigan IM-IT Trust..... $   3,027,856 $   3,100,000 $   2,990,907 $   36,949
    



<F2>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.

<F3>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.
   
<F4>The Trustee will advance to the Trust the amount of net interest accrued to
August 1, 1995, the First Settlement Date, for distribution to the Sponsor as
the Unitholder of record as of the First Settlement Date.
    
</TABLE>




   
<TABLE>
INSURED MUNICIPALS INCOME TRUST
and
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 256
Statements of Condition (Continued)
As of July 27, 1995

<CAPTION>
INVESTMENT IN SECURITIES                                    Pennsylvania  Oregon       
                                                            IM-IT Trust   Quality Trust
<S>                                                         <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   2,916,728 $   2,865,374
Accrued interest to the First Settlement Date <F1><F4>.....        48,454        52,375
Total...................................................... $   2,965,182 $   2,917,749
LIABILITY AND INTEREST OF UNITHOLDERS                                                  
Liability-- ...............................................                            
 Accrued interest payable to Sponsor <F1><F4>               $      48,454 $      52,375
Interest of Unitholders-- .................................                            
Cost to investors <F3>.....................................     3,067,000     3,013,000
Less: Gross underwriting commission <F3>...................       150,272       147,626
Net interest to Unitholders <F1><F3><F4>...................     2,916,728     2,865,374
Total...................................................... $   2,965,182 $   2,917,749
    



<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>       
   
Pennsylvania IM-IT Trust... $   2,963,357 $   3,070,000 $   2,916,728 $   46,629
Oregon Quality Trust....... $   2,915,991 $   2,940,000 $   2,865,374 $   50,617
    
<FN>
<F2>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.

<F3>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.
   
<F4>The Trustee will advance to the Trust the amount of net interest accrued to
August 1, 1995, the First Settlement Date, for distribution to the Sponsor as
the Unitholder of record as of the First Settlement Date.
    
</TABLE>




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 1995. 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 $114,700. 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.


   
ARIZONA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                Tax-Exempt Estimated Current Return 
<S>                  <C>                   <C>        <C>          <C>     <C>          <C>      <C>          <C>     <C>      
              Single                Joint      Tax                                                                           
              Return               Return  Bracket      5%         5 1/2%     6%        6 1/2%     7%         7 1/2%      8% 
                                                                                 Equivalent Taxable Estimated Current Return 
$        0 -  23.35  $        0 -  39.00       18%    6.10%        6.71%    7.32%        7.93%    8.54%        9.15%    9.76%
                          39.00 -  94.25       31     7.25         7.97     8.70         9.42    10.14        10.87    11.59 
     23.35 -  56.55                          31.7     7.32         8.05     8.78         9.52    10.25        10.98    11.71 
     56.55 - 117.95       94.25 - 143.60     34.6     7.65         8.41     9.17         9.94    10.70        11.47    12.23 
                         143.60 - 256.50     39.3     8.24         9.06     9.88        10.71    11.53        12.36    13.18 
    117.95 - 256.50                          39.6     8.28         9.11     9.93        10.76    11.59        12.42    13.25 
        Over 256.50          Over 256.50       43     8.77         9.65    10.53        11.40    12.28        13.16    14.04 
</TABLE>





CALIFORNIA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                   Tax-Exempt Estimated Current Return 
<S>                  <C>                    <C>        <C>         <C>      <C>          <C>      <C>            <C>      <C>      
              Single                Joint       Tax                                                                             
              Return               Return   Bracket*     5%         5 1/2%     6%        6 1/2%      7%          7 1/2%     8% 
                                                                                    Equivalent Taxable Estimated Current Return 
$          0 - 23.35 $         0 - 39.00      20.1%    6.26%        6.88%    7.51%        8.14%     8.76%        9.39%    10.01%
       23.35 - 56.55       39.00 - 94.25     34.7      7.66         8.42     9.19         9.95     10.72         11.49    12.25 
                          94.25 - 143.60     37.4      7.99         8.79     9.58        10.38     11.18         11.98    12.78 
     56.55 - 117.95                          37.9      8.05         8.86     9.66        10.47     11.27         12.08    12.88 
    117.95 - 214.93      143.60 - 256.50     42.4      8.68         9.55    10.42        11.28     12.15         13.02    13.89 
    214.93 - 256.50                            43      8.77         9.65    10.53        11.40     12.28         13.16    14.04 
                          256.50 - 429.86    45.6      9.19        10.11    11.03        11.95     12.87         13.79    14.71 
        Over 256.50          Over 429.86     46.2      9.29        10.22    11.15        12.08     13.01         13.94    14.87 
</TABLE>

* The State tax rates assumed take into account recent adjustments of tax
brackets based on changes in the Consumer Price Index. The table reflects
California income tax laws that increase State income tax rates for high
income taxpayers. However, the table does not reflect the limitation on
itemized deductions and the phase out of the benefit for the personal
exemption credit and the dependent exemption credit that are imposed by the
California income tax laws in a manner similar to Federal tax law. 






MICHIGAN

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                Tax-Exempt Estimated Current Return 
<S>                  <C>                     <C>      <C>          <C>     <C>          <C>      <C>          <C>      <C>      
              Single                Joint      Tax                                                                           
              Return               Return   Bracket*    5%         5 1/2%    6%         6 1/2%     7%         7 1/2%     8% 
                                                                                 Equivalent Taxable Estimated Current Return 
$         0 - 23.35  $         0 - 39.00     21.7%    6.33%        6.96%    7.59%        8.23%    8.86%        9.49%   10.13%
      23.35 - 56.55        39.00 - 94.25     33.7     7.47         8.22     8.97         9.72    10.46        11.21    11.96 
     56.55 - 117.95       94.25 - 143.60     36.5     7.80         8.58     9.36        10.14    10.92        11.70    12.48 
    117.95 - 256.50      143.60 - 256.50     41.1     8.40         9.24    10.08        10.92    11.76        12.61    13.45 
        Over 256.50          Over 256.50     44.4     8.90         9.79    10.68        11.57    12.46        13.35    14.23 
</TABLE>

*The combined State and Federal tax brackets reflect Federal and State income
and State intangibles taxes but do not reflect the effect of the exemption
from local income taxes; accordingly, Michigan residents subject to such local
income taxes would need a somewhat higher taxable estimated current return
than those shown to equal the tax-exempt estimated current return of the Trust.





PENNSYLVANIA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                   Tax-Exempt Estimated Current Return 
<S>                  <C>                     <C>       <C>          <C>     <C>          <C>       <C>           <C>      <C>      
              Single                Joint       Tax                                                                             
              Return               Return    Bracket*    5%         5 1/2%     6%        6 1/2%      7%          7 1/2%    8% 
                                                                                    Equivalent Taxable Estimated Current Return 
$        0 -  23.35  $        0 -  39.00     17.4 %    6.05%        6.66%    7.26%        7.87%     8.47%         9.08%    9.69%
     23.35 -  56.55       39.00 -  94.25       30      7.14         7.86     8.57         9.29     10.00         10.71    11.43 
     56.55 - 117.95       94.25 - 143.60     32.9      7.45         8.20     8.94         9.69     10.43         11.18    11.92 
    117.95 - 256.50      143.60 - 256.50     37.8      8.04         8.84     9.65        10.45     11.25         12.06    12.86 
        Over 256.50          Over 256.50     41.3      8.52         9.37    10.22        11.07     11.93         12.78    13.63 
</TABLE>

* The table does not reflect the effect of the exemption of the Trust from
local personal property taxes and from the Philadelphia School District
Investment Net Income Tax; accordingly, residents of Pennsylvania subject to
such taxes would need a higher taxable estimated current return than those
shown to equal the tax-exempt estimated current return of the Trust. 



OREGON

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                Tax-Exempt Estimated Current Return 
<S>                  <C>                     <C>      <C>         <C>      <C>          <C>      <C>          <C>      <C>      
              Single                Joint      Tax                                                                           
              Return               Return    Bracket   5%         5 1/2%     6%         6 1/2%     7%         7 1/2%     8% 
                                                                                 Equivalent Taxable Estimated Current Return 
$        0 -  23.35  $        0 -  39.00     22.7%    6.47%        7.12%    7.76%        8.41%    9.06%        9.70%   10.35%
     23.35 -  56.55       39.00 -  94.25     34.5     7.63         8.40     9.16         9.92    10.69        11.45    12.21 
     56.55 - 117.95       94.25 - 143.60     37.2     7.96         8.76     9.55        10.35    11.15        11.94    12.74 
    117.95 - 256.50      143.60 - 256.50     41.8     8.59         9.45    10.31        11.17    12.03        12.89    13.75 
        Over 256.50          Over 256.50       45     9.09        10.00    10.91        11.82    12.73        13.64    14.55 
</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
American Capital 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 monthly and semi-annual
distributions of interest and principal 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.

   
Arizona IM-IT Trust

Monthly



<TABLE>
<CAPTION>
                                               Estimated    Estimated    Estimated   
Distribution Dates                             Interest      Principal   Total       
(Each Month)                                   Distribution Distribution Distribution
<S>           <C>      <C>            <C>      <C>          <C>          <C>         
September     1995                             $   4.38                  $   4.38  
October       1995     - March        2005         4.39                      4.39  
April         2005                                 4.39     $  80.25        84.64  
May           2005     - May          2006         4.02                      4.02  
June          2006                                 4.02       160.52       164.54  
July          2006     - June         2014         3.21                      3.21  
July          2014                                 3.21        96.30        99.51  
August        2014     - June         2015         2.78                      2.78  
July          2015                                 2.78        48.16        50.94  
August        2015     - November     2018         2.57                      2.57  
December      2018                                 2.57       128.41       130.98  
January       2019     - June         2020         2.01                      2.01  
July          2020                                 2.01       160.51       162.52  
August        2020     - June         2021         1.31                      1.31  
July          2021                                 1.31       160.52       161.83  
August        2021     - August       2028          .66                       .66  
September     2028                                  .27       160.51       160.78  
</TABLE>




Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                            Estimated    Estimated    Estimated   
(Each January and July                        Interest     Principal    Total       
Unless Otherwise Indicated)                   Distribution Distribution Distribution
<S>           <C>      <C>           <C>      <C>          <C>          <C>         
January       1996                            $   22.12                 $   22.12  
July          1996     - January     2005         26.55                     26.55  
April         2005                                         $   80.25        80.25  
July          2005                                25.44                     25.44  
January       2006                                24.33                     24.33  
June          2006                                            160.52       160.52  
July          2006                                23.52                     23.52  
January       2007     - January     2014         19.48                     19.48  
July          2014                                19.48        96.30       115.78  
January       2015                                16.87                     16.87  
July          2015                                16.87        48.16        65.03  
January       2016     - July        2018         15.59                     15.59  
December      2018                                            128.41       128.41  
January       2019                                15.03                     15.03  
July          2019     - January     2020         12.21                     12.21  
July          2020                                12.21       160.51       172.72  
January       2021                                 7.96                      7.96  
July          2021                                 7.96       160.52       168.48  
January       2022     - July        2028          4.01                      4.01  
September     2028                                  .95       160.51       161.46  
</TABLE>






California IM-IT Trust

Monthly

<TABLE>
<CAPTION>
                                               Estimated    Estimated    Estimated   
Distribution Dates                             Interest     Principal    Total       
(Each Month)                                   Distribution Distribution Distribution
<S>           <C>      <C>            <C>      <C>          <C>          <C>         
September     1995                             $   4.62                  $   4.62  
October       1995     - July         2006         4.63                      4.63  
August        2006                                 4.63     $ 163.34       167.97  
September     2006     - August       2017         3.83                      3.83  
September     2017                                 3.83       130.68       134.51  
October       2017     - August       2022         3.21                      3.21  
September     2022                                 2.82       163.34       166.16  
October       2022     - March        2023         2.48                      2.48  
April         2023                                 2.04       163.35       165.39  
May           2023     - July         2023         1.66                      1.66  
August        2023                                 1.66        75.14        76.80  
September     2023                                 1.31        49.00        50.31  
October       2023     - March        2025         1.09                      1.09  
April         2025                                 1.09       163.34       164.43  
May           2025     - November     2028          .31                       .31  
December      2028                                  .31        81.68        81.99  
</TABLE>

Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                            Estimated    Estimated    Estimated   
(Each January and July                        Interest     Principal    Total       
Unless Otherwise Indicated)                   Distribution Distribution Distribution
<S>           <C>      <C>           <C>      <C>          <C>          <C>         
January       1996                            $   23.29                 $   23.29  
July          1996     - July        2006         27.95                     27.95  
August        2006                                         $  163.34       163.34  
January       2007                                23.95                     23.95  
July          2007     - July        2017         23.15                     23.15  
September     2017                                            130.68       130.68  
January       2018                                20.66                     20.66  
July          2018     - July        2022         19.41                     19.41  
September     2022                                            163.34       163.34  
January       2023                                16.07                     16.07  
April         2023                                            163.35       163.35  
July          2023                                12.08                     12.08  
August        2023                                             75.14        75.14  
September     2023                                             49.00        49.00  
January       2024                                 7.39                      7.39  
July          2024     - January     2025          6.60                      6.60  
April         2025                                            163.34       163.34  
July          2025                                 4.25                      4.25  
January       2026     - July        2028          1.89                      1.89  
December      2028                                 1.58        81.68        83.26  
</TABLE>






Michigan IM-IT Trust

Monthly

<TABLE>
<CAPTION>
                                               Estimated    Estimated    Estimated   
Distribution Dates                             Interest     Principal    Total       
(Each Month)                                   Distribution Distribution Distribution
<S>           <C>      <C>            <C>      <C>          <C>          <C>         
September     1995                             $   4.53                  $   4.53 
October       1995     - October      2018         4.54                      4.54  
November      2018                                 4.54     $ 158.98       163.52 
December      2018     - November     2020         3.85                      3.85  
December      2020                                 3.46       158.98       162.44  
January       2021     - April        2021         3.11                      3.11  
May           2021                                 3.11        63.59        66.70  
June          2021     - April        2024         2.83                      2.83  
May           2024                                 2.83       158.99       161.82  
June          2024     - April        2025         2.07                      2.07  
May           2025                                 2.07       286.16       288.23  
June          2025     - May          2026          .68                       .68  
June          2026                                  .28       158.99       159.27  
</TABLE>

Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                           Estimated    Estimated    Estimated   
(Each January and July                       Interest     Principal    Total       
Unless Otherwise Indicated)                  Distribution Distribution Distribution
<S>          <C>      <C>           <C>      <C>          <C>          <C>         
January      1996                            $   22.87                 $   22.87  
July         1996     - July        2018         27.45                     27.45  
November     2018                                         $  158.98       158.98  
January      2019                                26.07                     26.07  
July         2019     - July        2020         23.33                     23.33  
December     2020                                            158.98       158.98  
January      2021                                22.18                     22.18  
May          2021                                             63.59        63.59  
July         2021                                18.27                     18.27  
January      2022     - January     2024         17.16                     17.16  
May          2024                                            158.99       158.99  
July         2024                                15.63                     15.63  
January      2025                                12.56                     12.56  
May          2025                                            286.16       286.16  
July         2025                                 9.76                      9.76  
January      2026                                 4.17                      4.17  
June         2026                                 3.07       158.99       162.06  
</TABLE>






Pennsylvania IM-IT Trust

Monthly

<TABLE>
<CAPTION>
                                               Estimated    Estimated    Estimated   
Distribution Dates                             Interest     Principal    Total       
(Each Month)                                   Distribution Distribution Distribution
<S>           <C>      <C>            <C>      <C>          <C>          <C>         
September     1995     - June         2005     $   4.54                  $   4.54  
July          2005                                 4.54     $ 163.02       167.56  
August        2005     - June         2015         3.72                      3.72  
July          2015                                 3.64        32.61        36.25  
August        2015     - October      2016         3.58                      3.58  
November      2016                                 3.37        81.51        84.88  
December      2016     - February     2020         3.19                      3.19  
March         2020                                 3.19       163.02       166.21  
April         2020                                 2.43                      2.43  
May           2020                                 2.01       163.03       165.04  
June          2020     - August       2020         1.64                      1.64  
September     2020                                 1.64        48.91        50.55  
October       2020     - August       2021         1.42                      1.42  
September     2021                                 1.42        22.82        24.24  
October       2021     - June         2023         1.42                      1.42  
July          2023                                 1.02       163.03       164.05  
August        2023     - February     2027          .67                       .67  
March         2027                                  .28       163.02       163.30  
</TABLE>

Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                            Estimated    Estimated    Estimated   
(Each January and July                        Interest     Principal    Total       
Unless Otherwise Indicated)                   Distribution Distribution Distribution
<S>           <C>      <C>           <C>      <C>          <C>          <C>         
January       1996                            $   22.84                $    22.84  
July          1996     - January     2005         27.41                     27.41  
July          2005                                27.41    $  163.02       190.43  
January       2006     - January     2015         22.50                     22.50  
July          2015                                22.42        32.61        55.03  
January       2016     - July        2016         21.61                     21.61  
November      2016                                             81.51        81.51  
January       2017                                20.64                     20.64  
July          2017     - January     2020         19.30                     19.30  
March         2020                                            163.02       163.02  
May           2020                                            163.03       163.03  
July          2020                                14.22                     14.22  
September     2020                                             48.91        48.91  
January       2021                                 9.02                      9.02  
July          2021                                 8.56                      8.56  
September     2021                                             22.82        22.82  
January       2022     - January     2023          8.56                      8.56  
July          2023                                 8.17       163.03       171.20  
January       2024     - January     2027          4.06                      4.06  
March         2027                                  .96       163.02       163.98  
</TABLE>






Oregon Quality Trust

Monthly

<TABLE>
<CAPTION>
                                               Estimated    Estimated    Estimated   
Distribution Dates                             Interest     Principal    Total       
(Each Month)                                   Distribution Distribution Distribution
<S>           <C>      <C>            <C>      <C>          <C>          <C>         
September     1995                             $   4.33                  $   4.33 
October       1995     - November     2004         4.34                      4.34  
December      2004                                 4.34     $ 165.94       170.28  
January       2005     - February     2005         3.57                      3.57  
March         2005                                 3.57       165.95       169.52  
April         2005     - May          2006         2.79                      2.79  
June          2006                                 2.79        82.97        85.76  
July          2006     - December     2006         2.37                      2.37  
January       2007                                 2.37        49.79        52.16  
February      2007     - June         2012         2.12                      2.12  
July          2012                                 2.12       165.95       168.07  
August        2012     - May          2013         1.34                      1.34  
June          2013                                 1.34       116.16       117.50  
July          2013                                  .96       132.76       133.72  
August        2013     - July         2019          .38                       .38  
August        2019                                  .38        46.46        46.84  
September     2019     - June         2021          .16                       .16  
July          2021                                  .16        49.79        49.95  
</TABLE>

Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                            Estimated    Estimated    Estimated   
(Each May and November                        Interest     Principal    Total       
Unless Otherwise Indicated)                   Distribution Distribution Distribution
<S>          <C>      <C>            <C>      <C>          <C>          <C>         
November     1995                             $   13.10                 $   13.10  
May          1996     - November     2004         26.21                     26.21  
December     2004                                          $  165.94       165.94  
March        2005                                             165.95       165.95  
May          2005                                 20.78                     20.78  
November     2005     - May          2006         16.87                     16.87  
June         2006                                              82.97        82.97  
November     2006                                 14.74                     14.74  
January      2007                                              49.79        49.79  
May          2007                                 13.33                     13.33  
November     2007     - May          2012         12.84                     12.84  
July         2012                                             165.95       165.95  
November     2012                                  9.70                      9.70  
May          2013                                  8.13                      8.13  
June         2013                                             116.16       116.16  
July         2013                                             132.76       132.76  
November     2013                                  3.86                      3.86  
May          2014     - May          2019          2.30                      2.30  
August       2019                                              46.46        46.46  
November     2019                                  1.64                      1.64  
May          2020     - May          2021           .98                       .98  
July         2021                                   .33        49.79        50.12  
</TABLE>
    



[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]



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.





<TABLE>
<CAPTION>
Title                                                       Page                                                             
<S>                                                         <C>  
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                                            13   
Distributions                                               14   
Change of Distribution Option                               14   
Certificates                                                14   
Estimated Current Returns and Estimated Long-Term Returns   15   
Interest Earning Schedule                                   15   
Calculation of Estimated Net Annual Interest Income         15   
Accrued Interest                                            16   
Accrued Interest                                            16   
Public Offering                                             16   
General                                                     16   
Offering Price                                              18   
Market for Units                                            19   
Distributions of Interest and Principal                     20   
Reinvestment Option                                         20   
Redemption of Units                                         21   
Reports Provided                                            22   
Insurance on the Bonds in the Insured Trusts                23   
   
ARIZONA IM-IT TRUST                                         30   
CALIFORNIA IM-IT TRUST                                      35   
MICHIGAN IM-IT TRUST                                        45   
PENNSYLVANIA IM-IT TRUST                                    50   
OREGON QUALITY TRUST                                        57   
    
NOTES TO PORTFOLIOS                                         62   
UNDERWRITING                                                64   
TRUST ADMINISTRATION                                        67   
Fund Administration and Expenses                            67   
Sponsor                                                     67   
Compensation of Sponsor and Evaluator                       71   
Trustee                                                     72   
Trustee's Fee                                               72   
Portfolio Administration                                    73   
Sponsor Purchases of Units                                  74   
Insurance Premiums                                          74   
Miscellaneous Expenses                                      74   
General                                                     74   
Amendment or Termination                                    74   
Limitation on Liabilities                                   75   
Unit Distribution                                           76   
Sponsor and Underwriter Compensation                        76   
OTHER MATTERS                                               77   
Legal Opinions                                              77   
Independent Certified Public Accountants                    78   
FEDERAL TAX STATUS                                          78   
DESCRIPTION OF SECURITIES RATINGS                           81   
REPORT OF INDEPENDENT CERTIFIED PUBLIC                           
ACCOUNTANTS                                                 83   
STATEMENTS OF CONDITION                                     84   
EQUIVALENT TAXABLE ESTIMATED CURRENT RETURN                      
TABLES                                                      86   
ESTIMATED CASH FLOWS TO UNITHOLDERS                         89   
</TABLE>




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. 

PROSPECTUS
   
July 27, 1995
    


Insured MunicipalsIncome TrustandInvestors' Quality Tax-Exempt
Trust, Multi-Series 256
   
Arizona IM-IT 14
California IM-IT 143
Michigan IM-IT 131
Pennsylvania IM-IT 205
Oregon Quality 54
    




A Wealth of Knowledge A Knowledge of Wealth (sm)

VAN KAMPEN AMERICAN CAPITAL





One Parkview Plaza

Oakbrook Terrace, Illinois 60181

2800 Post Oak Boulevard

Houston, Texas 77056



Please retain this Prospectus for future reference.


                   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.
  
  1.5  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, Arizona  and Oregon 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 California
       residents of Units of the California IM-IT Trust.
  
  3.5  Opinion and consent of counsel as to income tax status to Michigan
       residents of Units of the Michigan IM-IT Trust.
  
  3.6  Opinion  and  consent  of  counsel as  to  income  tax  status  to
       Pennsylvania residents of Units of the Pennsylvania IM-IT Trust.
  
  4.1  Consent of Interactive Data Services, Inc.
  
  4.2  Consent of Standard & Poor's with respect to the Insured Trusts.
  
  4.3  Consent of Grant Thornton LLP.
  
  4.4  Financial Data Schedule.



                               Signatures
     
     The  Registrant,  Insured  Municipals Income  Trust  and  Investors'
Quality  Tax-Exempt  Trust, Multi-Series 256, 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 256 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 27th day of July, 1995.

                                    Insured Municipals Income Trust and
                                       Investors' Quality Tax-Exempt
                                       Trust, Multi-Series 256
                                    
                                    
                                    
                                    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 July 27, 1995.

 Signature               Title

Don G. Powell         Chairman and Chief Executive    )
                        Officer                       )

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  with the Registration Statement  on  From  S-6  of
  Insured  Municipals Income Trust, 170th Insured Multi-Series (File  No.
  33-55891)  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 256
                                    
                             Trust Agreement
                                                  Dated: July 27, 1995
     
     This  Trust  Agreement between Van Kampen  American  Capital
Distributors, Inc., as Depositor, American Portfolio Evaluation Services,
a division of Van Kampen American Capital 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 "Standard Terms and Conditions of Trust For Van Kampen
American Capital Distributors, Inc. Tax-Exempt Trust, Dated March 16,
1995" (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 "Per Unit Information" for each Trust 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)    As  set  forth  in Section 3.05, the  Record  Dates  and
     Distribution Dates for each Trust are those dates set forth  in  the
     section entitled "Per Unit Information" for each Trust as appears in
     the Prospectus.
     
          (i)    As  set  forth  in Section 3.15, the Evaluator's  Annual
     Supervisory  Fee  shall  be that amount set  forth  in  "Summary  of
     Essential Financial Information-Evaluator's Annual Supervisory  Fee"
     in the Prospectus.
     
          (j)    As  set  forth  in Section 4.03, the Evaluator's  Annual
     Evaluation Fee shall be that amount, and computed on that basis, set
     forth  in  "Summary  of  Essential Financial Information-Evaluator's
     Annual Evaluation Fee" in the Prospectus.
     
          (k)    The  Trustee's annual compensation as  set  forth  under
     Section  6.04, under each distribution plan shall be that amount  as
     specified  in  the Prospectus under the section entitled  "Per  Unit
     Information"  for each Trust and will include a fee  to  induce  the
     Trustee to advance funds to meet scheduled distributions.
     
          (l)   The sixth paragraph of Section 3.05 is hereby revoked and
     replaced by the following paragraph:
          
                      Unitholders   desiring   to   receive   semi-annual
          distributions and who purchase their Units prior to the  Record
          Date  for  the  second distribution under the monthly  plan  of
          distribution  may  elect  at the time of  purchase  to  receive
          distributions on a semi-annual basis by notice to the  Trustee.
          Such  notice  shall  be  effective with respect  to  subsequent
          distributions until changed by further notice to  the  Trustee.
          Unitholders  desiring to receive semi-annual distributions  and
          who  purchse their Units prior to the Record Date for the first
          distribution  may  elect  at the time of  purchase  to  receive
          distributions on a semi-annual basis by notice to the  Trustee.
          Such  notice  shall  be  effective with respect  to  subsequent
          distributions until changed by further notice to  the  Trustee.
          Changes in the plan of distribution will become effective as of
          opening of business on the day after the next succeeding  semi-
          annual  Record Date and such distributions will continue  until
          further notice.
     
          (m)    Sections  8.02(d)  and 8.02(e) are  hereby  revoked  and
     replaced with the following:
          
               (d)    distribute  to each Unitholder of such  Trust  such
          holder's pro rata share of the balance of the Interest  Account
          of such Trust;
          
               (e)    distribute  to each Unitholder 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 American Capital Distributors,  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 American Capital 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 AMERICAN CAPITAL
                                       DISTRIBUTORS, 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
                                       American Capital 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 256

(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 1.5

                                                      Dated:  June 1, 1992

                   Master Agreement Among Underwriters
                 For Unit Investment Trusts Sponsored by
             Van Kampen American Capital Distributors, Inc.

Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois 60181

Gentlemen:

     1.   The Trust.  We understand that you, Van Kampen American Capital
Distributors, 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
forth at the head of this        name and address exactly as
Agreement                        we wish to appear in the Prospectus

VAN KAMPEN AMERICAN CAPITAL DISTRIBUTORS, INC.

By____________________________    ____________________________________

Title_________________________    ____________________________________

                                  ____________________________________

                                                            Exhibit 3.1
                                    
                           Chapman and Cutler
                         111 West Monroe Street
                        Chicago, Illinois  60603
                                    
                              July 27, 1995
                                    
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181
     
     
     Re: Insured Municipals Income Trust and Investors' Quality
                   Tax-Exempt Trust, Multi-Series 256
                                    
Gentlemen:
     
     We   have   served  as  counsel  for  Van  Kampen  American  Capital
Distributors,  Inc., Sponsor and Depositor of Insured  Municipals  Income
Trust   and   Investors'  Quality  Tax-Exempt  Trust,  Multi-Series   256
(hereinafter  referred  to  as  the  "Fund"),  in  connection  with   the
preparation, execution and delivery of a Trust Agreement dated  July  27,
1995   between  Van  Kampen  American  Capital  Distributors,  Inc.,   as
Depositor,  American Portfolio Evaluation Services,  a  division  of  Van
Kampen American Capital 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. 33-60761) 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/cjw


                                                      Exhibit 3.2

                           Chapman and Cutler
                         111 West Monroe Street
                         Chicago, Illinois 60603
                                    
                                    
                              July 27, 1995
                                    
                                    
                                    
Van Kampen American Capital Distributors, 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 256
             ______________________________________________

Gentlemen:
     
     We   have   acted  as  counsel  for  Van  Kampen  American   Capital
Distributors,  Inc.,  Depositor of Insured Municipals  Income  Trust  and
Investors'  Quality Tax-Exempt Trust, Multi-Series 256 (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  July  27,
1995  (the "Indenture") between Van Kampen American Capital Distributors,
Inc., as Depositor, American Portfolio Evaluation Services, a division of
Van  Kampen American Capital 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  Arizona
(the  "State"),  which is based upon the Federal Law,  to  determine  its
applicability  to  the  Arizona IM-IT Trust (the "Arizona  Trust")  being
created  as  part of the Fund and to the holders of Units in the  Arizona
Trust who are residents of the State ("Arizona Unitholders").
     
     The  assets  of  the Arizona Trust will consist of  interest-bearing
obligations issued by or on behalf of the State of Arizona (the "State"),
its  political subdivisions and authorities (the "Bonds"),  provided  the
interest on such Bonds received by the Arizona Trust is exempt from State
income taxes.
     
     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   of  Arizona  or  its   instrumentalities   or
municipalities.
     
     Based  on  the foregoing, and review and consideration  of  existing
State laws, it is our opinion, and we herewith advise you, as follows:
     
          (1)    For State income tax purposes, each Unitholder  will  be
     treated as the owner of a pro rata portion of the Arizona Trust, and
     the  income  of the Arizona Trust will therefore be treated  as  the
     income of the Unitholder under State law.
     
         (2)   For State income tax purposes, interest on the Bonds which
     is  excludable  from Federal gross income and which is  exempt  from
     State  income  taxes  when received by the ArizonaTrust,  and  which
     would  be excludable from Federal gross income and exempt from State
     income taxes if  received directly by a Unitholder, will retain  its
     status as tax-exempt interest when received by the Arizona Trust and
     distributed to the Unitholders.
     
         (3)   To the extent that interest derived from the Arizona Trust
     by a Unitholder with respect to the Bonds is excludable from Federal
     gross  income,  such interest will not be subject  to  State  income
     taxes.
     
          (4)    Each  Unitholder will realize taxable gain or  loss  for
     State  income tax purposes when Bonds held in the Arizona Trust  are
     sold, exchanged, redeemed prior to maturity or paid at maturity,  or
     when  the  Unitholder redeems or sells his Unit(s), at a price  that
     differs from original cost as adjusted for accretion of any discount
     or   amortization  of  any  premium  and  other  basis  adjustments,
     including  any  basis reduction that may be required  to  reflect  a
     Unitholder's share of interest, if any, accruing on Bonds during the
     interval between the Unitholder's settlement date and the date  such
     Bonds are delivered to the Arizona Trust, if later.
     
         (5)   State law does not permit a deduction for interest paid or
     incurred on indebtedness incurred or continued to purchase or  carry
     Units  in  the Arizona Trust, the interest on which is  exempt  from
     State income taxes.
     
          (6)    Neither the Bonds nor the Units will be subject to State
     property taxes, sales taxes or use taxes.
     
          (7)    In  the  case of Arizona Trusts for which  an  insurance
     policy  or  policies with respect to the payment  of  principal  and
     interest  on  the Arizona Bonds has been obtained by the  Depositor,
     any  proceeds  paid  under such policy or  policies  issued  to  the
     Arizona  Trust,  if any, with respect to the Bonds  in  the  Arizona
     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.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  Arizona  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  Oregon,  to
determine  their applicability to the Oregon Quality Trust  (the  "Oregon
Trust") being created as part of the Fund and to the holders of Units  in
the  Oregon  Trust  who  are residents of the State  of  Oregon  ("Oregon
Unitholder").  The assets of the Oregon Trust will consist  of  interest-
bearing  obligations issued by or on behalf of the State of  Oregon  (the
"State")   or   counties,   municipalities,  authorities   or   political
subdivisions  thereof ("Oregon Bonds") or by the Commonwealth  of  Puerto
Rico,  Guam and the United States Virgin Islands (the "Possession Bonds")
(collectively  the  "Bonds").  Although no opinion  is  expressed  herein
regarding  such matters, it is assumed that: (i) the Bonds  were  validly
issued,  (ii)  the interest thereon is excludible 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 Oregon  income  tax
applicable  to individual, ("Oregon Personal Income Tax").   The  opinion
set  forth below does not address the taxation of persons other than full
time residents of Oregon.
     
     Based  on  the  foregoing, and based on review and consideration  of
existing  laws  of the State as of this date, it is our  opinion  and  we
herewith advise you, as follows:
     
          (1)    The  Oregon  Trust is not an association  taxable  as  a
     corporation  and  based upon an administrative rule  of  the  Oregon
     State  Department of Revenue, each Oregon Unitholder  of  the  Trust
     will  be  essentially treated as the owner of a pro rata portion  of
     the  Oregon Trust and the income of such portion of the Oregon Trust
     will  be  treated as the income of the Oregon Unitholder for  Oregon
     Personal Income Tax purposes;
     
          (2)    interest  on the Bonds which is exempt from  the  Oregon
     Personal  Income  Tax when received by the Oregon Trust,  and  which
     would  be  exempt  from the Oregon Personal Income Tax  if  received
     directly  by an Oregon Unitholder, will retain its status as  exempt
     from  such tax when received by the Oregon Trust and distributed  to
     an Oregon Unitholder;
     
          (3)   to the extent that interest derived from the Oregon Trust
     by  an  Oregon  Unitholder with respect to the Possession  Bonds  is
     excludable  from  gross  income  for  Federal  income  tax  purposes
     pursuant  to  48 U.S.C. 745, 48 U.S.C. 1423a and 48 U.S.C.  1403,
     such interest will not be subject to the Oregon Personal Income Tax;
     
          (4)   each Oregon Unitholder of the Oregon Trust will recognize
     gain  or loss for Oregon Personal Income Tax purposes if the Trustee
     disposes of a bond (whether by redemption, sale or otherwise) or  if
     the Oregon Unitholder redeems or sells Units of the Oregon Trust  to
     the  extent that such a transaction results in a recognized gain  or
     loss to such Oregon Unitholder for Federal income tax purposes; and
     
         (5)   the Oregon Personal Income Tax does not permit a deduction
     of  interest paid or incurred on indebtedness incurred or  continued
     to  purchase  or  carry Units in the Oregon Trust, the  interest  on
     which is exempt from such Tax.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  Oregon  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 the Oregon Personal  Income  Tax  of
interest on the Bonds if received directly by a Unitholder.  In addition,
prospective purchasers subject to the Oregon corporate income tax  should
be advised that for purposes of the Oregon Corporate Income (Excise) Tax,
interest            on            the            Oregon             Bonds

received  by  the  Oregon Trust and distributed to an  Oregon  Unitholder
subject  to  such tax will be added to the corporate Oregon  Unitholder's
federal  taxable  income and therefore will be taxable.   No  opinion  is
expressed  regarding the Oregon taxation of foreign or domestic insurance
companies.
                                    
                                    Very truly yours,
                                    
                                    
                                    
                                    Chapman and Cutler
MJK/cjw

                                                      Exhibit 3.3

                          Tanner Propp & Farber
                             99 Park Avenue
                        New York, New York  10016
                                    
                                    
                              July 27, 1995
                                    
                                    
                                    
Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust,
Multi-Series 256
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  256  (the
"Fund") consisting of Arizona Insured Municipals Income Trust, Series 14,
California Insured Municipals Income Trust, Series 143, Michigan  Insured
Municipals  Income  Trust,  Series 131, Pennsylvania  Insured  Municipals
Income  Trust, Series 205 and Oregon Investors' Quality Tax-Exempt Trust,
Series  54  and (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
American Capital Distributors, Inc. (the "Depositor"), American Portfolio
Evaluation Services, a division of Van Kampen American Capital 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 33-60761)
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:cjw

                                                      Exhibit 3.4

                     Orrick, Herrington & Sutcliffe
                    Old Federal Reserve Bank Building
                           400 Sansome Street
                    San Francisco, California  94111
                                    
                              July 27, 1995
                                    
The Bank of New York
  through its Wall Street Trust Division
101 Barclay Street
New York, New York 10286

     
     
     Re: California Insured Municipals Income Trust, Series 143
                                    
Dear Sirs:
     
     We  have acted as special California counsel for Van Kampen American
Capital  Distributors,  Inc.,  as Sponsor  and  Depositor  of  California
Insured  Municipals Income Trust, Series 143, (the "Fund"), in connection
with the issuance under the Trust Indenture and Agreement dated July  27,
1995,  among Van Kampen American Capital Distributors, Inc.,  as  Sponsor
and  Depositor, American Portfolio Evaluation Services, a division of Van
Kampen American Capital Investment Advisory Corp., as Evaluator, and  The
Bank  of New York through its Wall Street Trust division, as Trustee,  of
3,061 Units  of  fractional  undivided interest in the Fund (the "Units")
in exchange for certain bonds, as well as "regular-way" and "when-issued"
contracts  for  the  purchase  of bonds (such  bonds  and  contracts  are
hereinafter referred to collectively as the "Securities").
     
     In  connection  therewith, we have examined such corporate  records,
certificates  and other documents and such questions of law  as  we  have
deemed necessary or appropriate for the purpose of this opinion, and,  on
the  basis  of  such  examination, and upon existing  provisions  of  the
Revenue  and  Taxation Code of the State of California,  we  are  of  the
opinion that:
     
           1.    The  Fund is not an association taxable as a corporation
     and  the  income of the Fund will be treated as the  income  of  the
     certificateholders under the income tax laws of California.
     
           2.    Amounts treated as interest on the underlying securities
     which  are exempt from tax under California personal income tax  and
     property  tax laws when received by the Fund will, under such  laws,
     retain  their  status  as tax-exempt interest  when  distributed  to
     certificateholders.  However, interest on the underlying  securities
     attributed to a certificateholder which is a corporation subject  to
     the  California franchise tax laws may be includable  in  its  gross
     income for purposes of determining its California franchise tax.
     
          3.   Under California income tax law, each certificateholder in
     the  Fund  will  have a taxable event when the Fund  disposes  of  a
     security  (whether  by  sale, exchange, redemption,  or  payment  at
     maturity)  or  when the certificateholder redeems  or  sells  Units.
     Because of the requirement that tax cost basis be reduced to reflect
     amortization   of   bond   premium,  under  some   circumstances   a
     certificateholder may realize taxable gain when Units  are  sold  or
     redeemed for an amount equal to, or less than, their original  cost.
     The  total tax cost of each Unit to a certificateholder is allocated
     among  each of the bond issues held in the Fund (in accordance  with
     the proportion of the Fund comprised by each bond issue) in order to
     determine  his per unit tax cost for each bond issue;  and  the  tax
     cost reduction requirements relating to amortization of bond premium
     will  apply  separately to the per unit cost  of  each  bond  issue.
     Certificateholders' bases in their Units, and the  bases  for  their
     fractional interest in each Fund asset, may have to be adjusted  for
     their  pro  rata  share  of accrued interest received,  if  any,  on
     securities   delivered  after  the  certificateholders'   respective
     settlement dates.
     
           4.    Under  the California personal property tax laws,  bonds
     (including  the Securities) or any interest therein is  exempt  from
     such tax.
     
          5.   Any proceeds paid under the insurance policy issued to the
     Trustee  of the fund with respect to the Securities which  represent
     maturing interest on defaulted obligations held by the Trustee  will
     be  exempt from California personal 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.
     
           6.    Under Section 17280(b)(2) of the California Revenue  and
     Taxation  Code,  interest on indebtedness incurred or  continued  to
     purchase  or  carry  Units of the Trust is not  deductible  for  the
     purposes  of  the  California  personal  income  tax.   While  there
     presently  is  no California authority interpreting this  provision,
     Section  17280(b)(2) directs the California Franchise Tax  Board  to
     prescribe   regulations  determining  the  proper   allocation   and
     apportionment of interest costs for this purpose.  The Franchise Tax
     Board  has  not  yet  proposed or prescribed such  regulations.   In
     interpreting  the generally similar Federal provision, the  Internal
     Revenue  Service has taken the position that such indebtedness  need
     not  be  directly  traceable to the purchase or  carrying  of  Units
     (although  the  Service  has  not contended  that  a  deduction  for
     interest  on indebtedness incurred to purchase or improve a personal
     residence  or to purchase goods or services for personal consumption
     will  be disallowed).  In the absence of conflicting regulations  or
     other  California  authority,  the California  Franchise  Tax  Board
     generally  has  interpreted California statutory tax  provisions  in
     accord  with  Internal  Revenue Service interpretations  of  similar
     Federal provisions.
     
     Opinions relating to the validity of securities and the exemption of
interest thereon from State of California income tax are rendered by bond
counsel to the issuing authority at the time securities are issued and we
have  relied  solely  upon such opinions, or, as to  securities  not  yet
delivered,  forms  of  such  opinions contained  in  official  statements
relating  to  such securities.  Except in certain instances in  which  we
acted as bond counsel to issuers of securities, and as such made a review
of proceedings relating to the issuance of certain securities at the time
of their issuance, we have not made any review of proceedings relating to
the issuance of securities or the bases of bond counsels' opinions.
     
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (SEC No. 33-60761) 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.

                                    Very truly yours,
                                    
                                    
                                    Orrick, Herrington & Sutcliffe



                                                          Exhibit 3.5

                   Miller, Canfield, Paddock and Stone
                  1400 North Woodward Avenue, Suite 100
                 Bloomfield Hills, Michigan  48303-2014
                                    
                              July 27, 1995
                                    
Insured Municipals Income Trust and
  Investors' Quality Tax-Exempt Trust
   Multi-Series 256
In care of
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181

The Bank of New York through
its Wall Street Trust division
  as Trustee of the Insured Municipals
  Income Trust and Investors' Quality
  Tax-Exempt Trust, Multi-Series 256
101 Barclay Street
New York, New York  10286
     
     Re: Insured Municipals Income Trust and Investors' Quality
                   Tax-Exempt Trust, Multi-Series 256
         (Michigan Insured Municipals Income Trust, Series 131)

Gentlemen:
     
     We  have  acted as special Michigan counsel to you as  sponsors  and
trustees  of Insured Municipals Income Trust and Investors' Quality  Tax-
Exempt Trust, Multi-Series 256 (Michigan Insured Municipals Income Trust,
Series  131  referred  to above (the "Fund").  You have  asked  that  we,
acting in such capacity, render an opinion to you with respect to certain
matters  relating  to  the issuance of the units of fractional  undivided
interest  in the Fund (the "Units") pursuant to a Registration  Statement
on  Form  S-6  filed  with  the Securities and Exchange  Commission  (the
"Commission")  under  the  Securities  Act  of  1933,  as  amended   (the
"Registration Statement").
     
     You  have  requested  our  opinion as to the  applicability  to  the
Michigan Insured Municipals Income Trust (the "Michigan Trust")  and  the
holders  of  Units  (the "Holders"), each of which Units  represents  the
ownership  of a specified fractional undivided interest in the assets  of
the  Michigan Trust, of the Michigan Income Tax Act (M.C.L.A. 206.1  et
seq.; M.S.A. 7.557 (101) et seq.) (the "Michigan Income Tax"), the City
Income Tax Act (M.C.L.A. 141.501 et seq.; M.S.A. 5.3194 (1) et seq.),
which  incorporates  the "Uniform City Income Tax Ordinance,"  the  First
Class  School District excise tax upon income (M.C.L.A. 380.451; M.S.A.
SS15.4451)  (collectively, the "income tax laws"),  the  Michigan  Single
Business  Tax Act (M.C.L.A. 208.1 et seq.; M.S.A. 7.558(1)  et  seq.)
(the  "Single  Business  Tax")  and the  Michigan  Tax  on  ownership  of
Intangible   Personal  Property  (M.C.L.A.  205.131  et  seq.;   M.S.A.
7.556(1) et seq.) (the "Intangibles Tax").  You have also requested our
opinion  regarding the tax status of proceeds payable from  an  insurance
policy  to  be obtained by either the Fund or by the issuer of the  Bonds
involved,  guaranteeing prompt payment of principal and interest  on  all
Bonds in the portfolio of the Fund.
     
     The Michigan Trust, its formation, its proposed method of operation,
the  rights of owners of Certificates representing Units, the  nature  of
such ownership and the portfolio of investments of the Michigan Trust are
described and set forth in the Prospectus dated July 27, 1995, filed with
the  Securities and Exchange commission in Registration No. 33-60761   In
giving  our  opinion set forth hereunder, we have relied upon  the  facts
contained in such Registration Statement, including the fact that, at the
respective dates of issuance of the underlying Debt obligations, opinions
of  bond counsel to the respective Michigan authorities issuing such Debt
Obligations  were  given  with  respect  to  the  validity  of  the  Debt
Obligations  and the exemption of the same, and of the interest  thereon,
from Michigan taxation.
     
     Based on the above, it is our opinion that:
     
     The Michigan Trust and the owners of Units will, in our opinion,  be
treated  for  purposes of the Michigan income tax  laws  and  the  Single
Business Tax in substantially the same manner as they are for purposes of
the  Federal income tax laws, as currently enacted.  Accordingly, we have
relied  upon  the  opinion  of Messrs.  Chapman  and  Cutler  as  to  the
applicability  of Federal income tax under the Internal Revenue  Code  of
1986,  as  currently amended, to the Michigan Trust and  the  Holders  of
Units.
     
     Under  the  income tax laws of the State of Michigan,  the  Michigan
Trust  is not an association taxable as a corporation; the income of  the
Michigan  Trust will be treated as the income of the Holders of Units  of
the  Michigan  Trust  and be deemed to have been received  by  them  when
received by the Michigan Trust.  Interest on the Debt Obligations in  the
Michigan  Trust  which is exempt from tax under the Michigan  income  tax
laws  when received by the Michigan Trust will retain its status  as  tax
exempt interest to the Holders of Units of the Michigan Trust.
     
     For  purposes of the Michigan income tax laws, each Holder of  Units
of  the  Michigan Trust will be considered to have received his pro  rata
share  of interest on each Debt Obligation in the Michigan Trust when  it
is  received by the Michigan Trust, and each Holder will have  a  taxable
event  when the Michigan Trust disposes of a Debt Obligation (whether  by
sale,  exchange,  redemption or payment at maturity)  or  when  the  Unit
Holder  redeems  or  sells  his  Unit,  to  the  extent  the  transaction
constitutes  a  taxable event for Federal income tax purposes.   The  tax
cost of each Unit to a Unit Holder will be established and allocated  for
purposes of the Michigan income tax laws in the same manner as such  cost
is established and allocated for Federal income tax purposes.
     
     Under  the  Michigan  Intangibles Tax, the  Michigan  Trust  is  not
taxable and the pro rata ownership of the underlying Debt obligations, as
well  as the interest thereon, will be exempt to the Holders of Units  to
the  extent  the Michigan Trust consists of obligations of the  State  of
Michigan  or  its  political  subdivisions  or  municipalities,   or   of
obligations of possessions of the United States.
     
     The  Michigan Single Business Tax replaced the tax on corporate  and
financial  institution  income under the Michigan  Income  Tax,  and  the
intangible  tax with respect to those intangibles of persons  subject  to
the  Single  Business Tax the income from which would  be  considered  in
computing  the  Single Business Tax.  Persons are subject to  the  Single
Business Tax only if they are  engaged in "business activity," as defined
in the Act.  Under the Single Business Tax, both interest received by the
Michigan  Trust  on  the  underlying  Debt  Obligations  and  any  amount
distributed from the Michigan Trust to a Unit Holder, if not included  in
determining taxable income for Federal income tax purposes, is  also  not
included in the adjusted tax base upon which the Single Business  Tax  is
computed,  of  either  the Michigan Trust or the Unit  Holders.   If  the
Michigan  Trust  or  the Unit Holders have a taxable  event  for  Federal
income tax purposes when the Michigan Trust disposes of a Debt Obligation
(whether  by  sale, exchange, redemption or payment at maturity)  or  the
Holder  redeems or sells his Unit, an amount equal to any  gain  realized
from  such taxable event which was included in the computation of taxable
income  for  Federal  income tax purposes (plus an amount  equal  to  any
capital gain of an individual realized in connection with such event  but
excluded in computing that individual's Federal taxable income)  will  be
included  in  the tax base against which, after allocation, apportionment
and other adjustments, the Single Business Tax is computed.  The tax base
will be reduced by an amount equal to any capital loss realized from such
a  taxable  event,  whether  or  not the capital  loss  was  deducted  in
computing Federal taxable income in the year the loss occurred.   Holders
should consult their tax advisor as to their status under Michigan law.
     
     Any proceeds paid under an insurance policy issued to the Trustee of
the Fund, or paid under individual policies obtained by issuers of Bonds,
which, when received by the Unit Holders, represent maturing interest  on
defaulted  obligations held by the Trustee, will be excludable  from  the
Michigan income tax laws and the Single Business Tax if, and to the  same
extent  as,  such interest would have been so excludable if paid  by  the
issuer  of the defaulted obligations.  While treatment under the Michigan
Intangibles  Tax  is  not  premised upon  the  characterization  of  such
proceeds  under  the  Internal Revenue Code, the Michigan  Department  of
Treasury should adopt the same approach as under the Michigan income  tax
laws and the Single Business tax.
     
     Chapman  and  Cutler  of 111 West Monroe Street,  Chicago,  Illinois
60603,  are entitled to rely on this opinion as though it were  addressed
to them.
     
     We  also  advise you that, as the Tax Reform Act of 1986  eliminates
the  capital  gain deduction for tax years beginning after  December  31,
1986,  the  federal adjusted gross income, the computation base  for  the
Michigan  Income Tax, of a Unit Holder will be increased  accordingly  to
the  extent  such  capital  gains are realized when  the  Michigan  Trust
disposes of a Debt Obligation or when the Unit Holder redeems or sells  a
Unit,  to  the  extent such transaction constitutes a taxable  event  for
Federal income tax purposes.
     
     We  hereby consent to the reference to Miller, Canfield, Paddock and
Stone  under the heading "Michigan Tax Status" in the Prospectus relating
to  the  Michigan  Trust which is part of the Registration  Statement  in
Registration  No.  33-60761  filed  with  the  Securities  and   Exchange
Commission  under  the Securities Act of 1933, as  amended,  and  to  the
filing of this opinion as an exhibit to said registration statement.

                                    Yours very truly,
                                    
                                    Miller, Canfield, Paddock And Stone


                                                    Exhibit 3.6

                       Saul, Ewing, Remick & Saul
                         3800 Centre Square West
                         Philadelpia, PA  19102
                                    
                              July 27, 1995
                                    
Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust
  Multi-Series 256
Pennsylvania Insured Municipals
  Income Trust, Series 205
c/o Chapman & Cutler
111 W. Monroe Street
Chicago, Illinois  60603

Attention:   Mark J. Kneedy, Esquire
     
     Re: Insured Municipals Income Trust and Investors' Quality
                   Tax-Exempt Trust, Multi-Series 256
        Pennsylvania Insured Municipals Income Trust, Series 205
     
Gentlemen:
     
     We  are  acting as special counsel with respect to Pennsylvania  tax
matters  for  the Insured Municipals Income Trust and Investors'  Quality
Tax-Exempt  Trust,  Multi-Series  256,  Pennsylvania  Insured  Municipals
Income Trust, Series 205 (the "Fund") in connection with the issuance  of
Units  of  fractional  undivided interests in the  Fund,  under  a  Trust
Indenture  and Agreement dated July 27, 1995 between Van Kampen  American
Capital   Distributors,  Inc.  ("Van  Kampen")  as  Depositor,   American
Portfolio Advisory Service, Inc., as Evaluator, and The Bank of New  York
through  its  Wall  Street  Trust  division,  as  Trustee.   It  is   our
understanding that the Fund consists of a portfolio composed of interest-
bearing  obligations  issued by the Commonwealth of  Pennsylvania  or  by
municipalities and other governmental authorities within the Commonwealth
of Pennsylvania (the "Bonds").
     
     We have not examined any preliminary or final official statements of
issuers  of  the  Bonds,  nor have we examined  any  legal  opinions,  or
summaries of such opinions, relating to the validity of the Bonds in  the
Fund,  the  exemption of interest thereon from federal  income  tax,  the
exemption  of the Bonds from personal property taxes in Pennsylvania,  or
the  exemption of the interest on and any gain from the sale of the Bonds
from  the Pennsylvania personal income tax, given or to be given by  bond
counsel  to  the issuer at the time such Bonds are issued.   Further,  we
have  made no review of the proceedings relating to the issuance  of  the
Bonds or of the basis for such opinions.  Our opinion expressed below  is
based  in  part  on  the  assurance of Van Kampen that  the  Bonds  being
deposited  in  the  Fund  have been issued only by  the  Commonwealth  of
Pennsylvania  or by or on behalf of municipalities or other  governmental
agencies within the Commonwealth of Pennsylvania.
     
     We have examined certified copies, or copies otherwise identified to
our satisfaction, of such other documents as we have deemed necessary  or
appropriate  for  the purpose of rendering this opinion, including  those
related  to  previous transactions in which Van Kampen was the  Depositor
which  we have been assured by Van Kampen are substantially the  same  as
those relating to the Fund.
     
     Based upon the foregoing, we are of the opinion that:
     
          (1)    Units evidencing fractional undivided interests  in  the
     Fund,  to  the  extent  represented by  obligations  issued  by  the
     Commonwealth  of  Pennsylvania,  any public  authority,  commission,
     board  or  other agency created by the Commonwealth of Pennsylvania,
     any political subdivision of the Commonwealth of Pennsylvania or any
     public authority created by any such political subdivision, are  not
     taxable under any of the personal property taxes presently in effect
     in Pennsylvania;
     
         (2)   Distributions of interest income to Unitholders that would
     not  be taxable if received directly by a Pennsylvania resident  are
     not subject to personal income tax under the Pennsylvania Tax Reform
     Code  of  1971; nor will such interest be taxable under Philadelphia
     School  District  Investment  Income  Tax  imposed  on  Philadelphia
     resident individuals;
     
           (3)    A  Unitholder  may  have  a  taxable  event  under  the
     Pennsylvania state and local income tax referred to in the preceding
     paragraph upon the redemption or sale of his Units but not upon  the
     disposition  of any of the Bonds in the Fund to which  the  holder's
     Units relate;
     
          (4)    Units are subject to Pennsylvania inheritance and estate
     taxes;
     
          (5)    A  Unitholder which is a corporation may have a  taxable
     event  under  the  Pennsylvania Corporate Net Income  Tax  upon  the
     redemption  or  sale of its Units.  Interest income  distributed  to
     Unitholders  which are corporations is not subject  to  Pennsylvania
     Corporate  Net  Income  Tax  or  Mutual  Thrift  Institutions   Tax.
     However, banks, title insurance companies and trust companies may be
     required to take the value of Units into account in determining  the
     taxable value of their shares subject to Shares Tax;
     
         (6)   Under Act No. 68 of December 3, 1993, gains derived by the
     Fund  from the sale, exchange or other disposition of bonds  may  be
     subject  to Pennsylvania personal or corporate income taxes.   Those
     gains  which are distributed by the Fund to the Unitholders who  are
     individuals may be subject to Pennsylvania Personal Income Tax.  For
     Unitholders  which are corporations, the distributed  gains  may  be
     subject  to  Corporate Net Income Tax or Mutual Thrift  Institutions
     Tax.   Gains  which are not distributed by the Fund may nevertheless
     be  taxable  to  Unitholders if derived by the Fund from  the  sale,
     exchange  or other disposition of Bonds issued on or after  February
     1,  1994.   Gains which are not distributed by the Fund will  remain
     nontaxable  to  Unitholders if derived by the Fund  from  the  sale,
     exchange  or other disposition of Bonds issued prior to February  1,
     1994;
     
          (7)   Any proceeds paid under insurance policies issued to  the
     Trustee or obtained by issuers or the underwriters of the bonds, the
     Sponsor  or others which represent interest on defaulted obligations
     held  by  the  Trustee  will be excludable from  Pennsylvania  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; and
     
           (8)     The  Fund  is  not  taxable  as  a  corporation  under
     Pennsylvania tax laws applicable to corporations.
     
     On  December 3, 1993, changes to Pennsylvania law affecting taxation
of  income  and  gains from the sale of Commonwealth of Pennsylvania  and
local  obligations were enacted.  Among these changes was the  repeal  of
the  exemption  from  tax  of  gains realized  upon  the  sale  or  other
disposition of such obligations.  The Pennsylvania Department of  Revenue
has  issued proposed regulations concerning these changes.  The  opinions
expressed  above  are  based on our analysis  of  the  law  and  proposed
regulations  but  are  subject  to  modification  upon  review  of  final
regulations  or  other guidance that may be issued by the  Department  of
Revenue or future court decisions.
     
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement (SEC No. 33-60761) relating to the Units  referred
to  above and to the use of our name and to the reference to our firm  in
the said Registration Statement and in the related Prospectus.

                                    Very truly yours,
                                    


                                    Saul, Ewing, Remick & Saul
                                    
SERS:RTF/jsr


                                                              Exhibit 4.1

Interactive Data
14 Wall Street
New York, New York  10005


July 25, 1995


Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181
     
     
     Re: Insured Municipals Income Trust and Investors' Quality
      Tax-Exempt Trust, Multi-Series 256 (A Unit Investment Trust)
     Registered Under the Securities Act of 1933, File No. 33-60761
                                    
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
A Division of The McGraw-Hill Corporation
25 Broadway
New York, New York  10004-1064

Van Kampen American Capital
One Parkview Plaza
Oakbrook Terrace, IL  60181

Re:  Insured Municipals Income Trust and Investors' Quality Tax-Exempt
   Trust, Multi-Series 256, consisting of:  Arizona Insured Municipals
   Income Trust, Series 14,; California Insured Municipals Income Trust,
   Series 143; Michigan Insured Municipals Income Trust, Series 131 and
   Pennsylvania Insured Municipals Income Trust,.Series 205.
     
     Pursuant to your request for a Standard & Poor's rating on the units
of  the  above-captioned  trust,  SEC  #33-60761  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,
                                    
                                    
                                    Sanford Bragg
   

                                                            Exhibit 4.3

            Independent Certified Public Accountants' Consent
     
     We  have issued our report dated July 27, 1995 on the statements  of
condition and related bond portfolios of Insured Municipals Income  Trust
and Investors' Quality Tax-Exempt Trust, Multi-Series 256 (Arizona IM-IT,
California  IM-IT, Michigan IM-IT, Pennsylvania IM-IT and Oregon  Quality
Trusts)  as  of July 27, 1995 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 LLP

Chicago, Illinois
July 27, 1995


<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period taken from 487 on July 27, 1995 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 14
<NAME> I-AZ
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               JUN-30-1996     
<PERIOD-START>                  JUL-27-1995     
<PERIOD-END>                    JUL-27-1995     
<INVESTMENTS-AT-COST>               2962381     
<INVESTMENTS-AT-VALUE>              2962381     
<RECEIVABLES>                         41548     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      3003929     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             41548     
<TOTAL-LIABILITIES>                   41548     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2962381     
<SHARES-COMMON-STOCK>                  3115     
<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>                        2962381     
<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>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period) taken from 487 on July 27, 1995 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 143
<NAME> I-CA
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               JUN-30-1996     
<PERIOD-START>                  JUL-27-1995     
<PERIOD-END>                    JUL-27-1995     
<INVESTMENTS-AT-COST>               2911024     
<INVESTMENTS-AT-VALUE>              2911024     
<RECEIVABLES>                         55217     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2966241     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             55217     
<TOTAL-LIABILITIES>                   55217     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2911024     
<SHARES-COMMON-STOCK>                  3061     
<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>                        2911024     
<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>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period) taken from 487 on July 27, 1995 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 131
<NAME> I-MI
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               JUN-30-1996     
<PERIOD-START>                  JUL-27-1995     
<PERIOD-END>                    JUL-27-1995     
<INVESTMENTS-AT-COST>               2990907     
<INVESTMENTS-AT-VALUE>              2990907     
<RECEIVABLES>                         37426     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      3028333     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             37426     
<TOTAL-LIABILITIES>                   37426     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2990907     
<SHARES-COMMON-STOCK>                  3145     
<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>                        2990907     
<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>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period taken from 487 on July 27, 1995 it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 205
<NAME> I-PA
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               JUN-30-1996     
<PERIOD-START>                  JUL-27-1995     
<PERIOD-END>                    JUL-27-1995     
<INVESTMENTS-AT-COST>               2916728     
<INVESTMENTS-AT-VALUE>              2916728     
<RECEIVABLES>                         48454     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2965182     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             48454     
<TOTAL-LIABILITIES>                   48454     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2916728     
<SHARES-COMMON-STOCK>                  3067     
<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>                        2916728     
<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>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period taken from 487 on July 27, 1995) it is
unaudited
</LEGEND>
<SERIES>
<NUMBER> 54
<NAME> Q-OR
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               JUN-30-1996     
<PERIOD-START>                  JUL-27-1995     
<PERIOD-END>                    JUL-27-1995     
<INVESTMENTS-AT-COST>               2865374     
<INVESTMENTS-AT-VALUE>              2865374     
<RECEIVABLES>                         52375     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2917749     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             52375     
<TOTAL-LIABILITIES>                   52375     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2865374     
<SHARES-COMMON-STOCK>                  3013     
<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>                        2865374     
<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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