INSURED MUNICIPALS INC TR & INV QUAL TAX EX TR MULTI SER 264
487, 1995-12-13
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                                                            File No. 33-63125
                                                            CIK #896924

                   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 264

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:  53,741* Units

F. Proposed maximum offering price to the public of the securities being
   registered:  ($1020 per Unit**): $54,815,820

G. Amount of filing fee, computed at one twenty-ninth of 1 percent of proposed
   maximum aggregate offering
   price to the public:  $18,902.01  ($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
December 13, 1995 pursuant to Rule 487.



 35,827 Units registered for primary distribution.
 17,914 Units registered for resale by Depositor of
        Units previously sold in primary distribution.
 **     Estimated solely for the purpose of calculating the registration fee.



                   Insured Municipals Income Trust and
                   Investors' Quality Tax-Exempt Trust
                            Multi-Series 264

                          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






Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any State. 


   
December 13, 1995


Van Kampen American Capital


Insured Municipals Income Trust and Investors' Quality Tax-Exempt Trust,
Multi-Series 264

IM-IT 362               Connecticut IM-IT 29     New York IM-IT Intermediate 
IM-IT 86th Intermediate Georgia IM-IT 78           Laddered Maturity Series 17
California IM-IT 148    Michigan IM-IT 134       Maryland Quality 75
                                                 Virginia Quality 68
    

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 nine underlying separate unit investment trusts designated as Insured
Municipals Income Trust, Series 362 (the "IM-IT"), Insured Municipals
Income Trust, 86th Intermediate Series (the "IM-IT Intermediate Trust" 
), California Insured Municipals Income Trust, Series 148 (the "California
IM-IT Trust"), Connecticut Insured Municipals Income Trust, Series 29 (the
"Connecticut IM-IT Trust"), Georgia Insured Municipals Income Trust,
Series 78 (the "Georgia IM-IT Trust"), Michigan Insured Municipals
Income Trust, Series 134 (the "Michigan IM-IT Trust"), New York IM-IT
Intermediate Laddered Maturity Series 17 (the "New York IM-IT Intermediate
Laddered Maturity Trust"), Maryland Investors' Quality Tax-Exempt Trust,
Series 75 (the "Maryland Quality Trust") and Virginia Investors'
Quality Tax-Exempt Trust, Series 68 (the "Virginia Quality Trust").
The various trusts are collectively referred to herein as the "Trusts". 
The California IM-IT, Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New
York IM-IT Intermediate Laddered Maturity, Maryland Quality and Virginia
Quality Trusts are sometimes collectively referred to herein as the "State
Trusts" , while the IM-IT, IM-IT Intermediate, California IM-IT,
Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT and New York IM-IT
Intermediate Laddered Maturity Trusts are sometimes collectively referred to
herein as the "Insured Trusts" , the New York IM-IT Intermediate
Laddered Maturity Trust is sometimes referred to herein as the "State
Intermediate Laddered Maturity Trust" and the Maryland Quality and
Virginia Quality Trusts are sometimes referred to herein as the "Quality
Trusts". 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 26. 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 IM-IT 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. The minimum purchase requirement is one Unit except for certain
transactions described under "Trust Administration--Unit Distribution". 
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 IM-IT 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 264
      Summary of Essential Financial Information
     At the Close of Business on the day before the Date of Deposit: 
                 December 12, 1995
(except for the IM-IT as of 8:00 A.M. Central Time
          on the Date of Deposit: December 13, 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>
                                                                                                      IM-IT                      
                                                                                                      Intermediate  California   
GENERAL INFORMATION                                                                     IM-IT         Trust         IM-IT Trust  
<S>                                                                                     <C>           <C>           <C>          
Principal Amount (Par Value) of Securities in Trust <F1>............................... $   9,000,000 $   5,000,000 $   2,970,000
Number of Units........................................................................         9,082         5,000         3,033
Fractional Undivided Interest in the Trust per Unit....................................       1/9,082       1/5,000       1/3,033
Principal Amount (Par Value) of Securities per Unit <F2>............................... $      990.97 $    1,000.00 $      979.23
Public Offering Price:
 Aggregate Offering Price of Securities in Portfolio................................... $   8,637,016 $   4,914,270 $   2,884,400
 Aggregate Offering Price of Securities per Unit....................................... $      951.00 $      982.85 $      951.01
 Sales Charge <F3>..................................................................... $       49.00 $       39.89 $       48.99
 Public Offering Price per Unit <F4>................................................... $    1,000.00 $    1,022.74 $    1,000.00
Redemption Price per Unit <F4>......................................................... $      943.78 $      975.35 $      943.73
Secondary Market Repurchase Price per Unit <F4>........................................ $      951.00 $      982.85 $      951.01
Excess of Public Offering Price per Unit Over Redemption Price per Unit................ $       56.22 $       47.39 $       56.27
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.22 $        7.50 $        7.28
Minimum Value of the Trust under which Trust Agreement may be terminated............... $   1,800,000 $   1,000,000 $     594,000
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C>
Minimum Principal Distribution...........$1.00 per Unit                               
First Settlement Date....................December 18, 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, State Intermediate Laddered Maturity 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, State Intermediate Laddered Maturity 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: an IM-IT or a State Trust (other than
a State Intermediate Laddered Maturity Trust) - 4.9% (5.152%); an IM-IT
Limited Maturity Trust - 4.3% (4.493%); an IM-IT Intermediate Trust - 3.9%
(4.058%); a State Intermediate Laddered Maturity Trust - 3.0% (3.093%); or an
IM-IT Short Intermediate Trust - 2.0% (2.041%).

<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 264
        Summary of Essential Financial Information
 At the Close of Business on the day before the Date of Deposit: 
                    December 12, 1995
    (except for the IM-IT as of 8:00 A.M. Central Time
         on the Date of Deposit: December 13, 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>
                                                                                        Connecticut   Georgia       Michigan     
GENERAL INFORMATION                                                                     IM-IT Trust   IM-IT Trust   IM-IT Trust  
<S>                                                                                     <C>           <C>           <C>          
Principal Amount (Par Value) of Securities in Trust <F1>............................... $   3,045,000 $   3,085,000 $   3,025,000
Number of Units........................................................................         3,115         3,155         3,087
Fractional Undivided Interest in the Trust per Unit....................................       1/3,115       1/3,155       1/3,087
Principal Amount (Par Value) of Securities per Unit <F2>............................... $      977.53 $      977.81 $      979.92
Public Offering Price:
 Aggregate Offering Price of Securities in Portfolio................................... $   2,962,380 $   3,000,418 $   2,935,751
 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>......................................................... $      943.79 $      943.85 $      943.84
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................ $       56.21 $       56.15 $       56.16
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.21 $        7.15 $        7.16
Minimum Value of the Trust under which Trust Agreement may be terminated............... $     609,000 $     617,000 $     605,000
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C>
Minimum Principal Distribution...........$1.00 per Unit                               
First Settlement Date....................December 18, 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, State Intermediate Laddered Maturity 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, State Intermediate Laddered Maturity 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: an IM-IT or a State Trust (other than
a State Intermediate Laddered Maturity Trust) - 4.9% (5.152%); an IM-IT
Limited Maturity Trust - 4.3% (4.493%); an IM-IT Intermediate Trust - 3.9%
(4.058%); a State Intermediate Laddered Maturity Trust - 3.0% (3.093%); or an
IM-IT Short Intermediate Trust - 2.0% (2.041%).

<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 264
             Summary of Essential Financial Information 
    At the Close of Business on the day before the Date of Deposit: 
                         December 12, 1995
          (except for the IM-IT as of 8:00 A.M. Central Time
            on the Date of Deposit: December 13, 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>
                                                                                        New York                                 
                                                                                        IM-IT                                    
                                                                                        Intermediate                             
                                                                                         Laddered                                
                                                                                        Maturity      Maryland      Virginia     
GENERAL INFORMATION                                                                     Trust         Quality Trust Quality Trust
<S>                                                                                     <C>           <C>           <C>          
Principal Amount (Par Value) of Securities in Trust <F1>............................... $   3,150,000 $   3,020,000 $   3,040,000
Number of Units........................................................................         3,150         3,093         3,112
Fractional Undivided Interest in the Trust per Unit....................................       1/3,150       1/3,093       1/3,112
Principal Amount (Par Value) of Securities per Unit <F2>............................... $    1,000.00 $      976.40 $      976.86
Public Offering Price:
 Aggregate Offering Price of Securities in Portfolio................................... $   3,103,992 $   2,941,454 $   2,959,524
 Aggregate Offering Price of Securities per Unit....................................... $      985.39 $      951.00 $      951.00
 Sales Charge <F3>..................................................................... $       30.47 $       49.00 $       49.00
 Public Offering Price per Unit <F4>................................................... $    1,015.86 $    1,000.00 $    1,000.00
Redemption Price per Unit <F4>......................................................... $      978.23 $      943.76 $      943.68
Secondary Market Repurchase Price per Unit <F4>........................................ $      985.39 $      951.00 $      951.00
Excess of Public Offering Price per Unit Over Redemption Price per Unit................ $       37.63 $       56.24 $       56.32
Excess of Sponsor's Initial Repurchase Price per Unit Over Redemption Price per Unit... $        7.16 $        7.24 $        7.32
Minimum Value of the Trust under which Trust Agreement may be terminated............... $     630,000 $     604,000 $     608,000
</TABLE>


<TABLE>
<CAPTION>
<S>                                      <C>
Minimum Principal Distribution...........$1.00 per Unit                               
First Settlement Date....................December 18, 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, State Intermediate Laddered Maturity 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, State Intermediate Laddered Maturity 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: an IM-IT or a State Trust (other than
a State Intermediate Laddered Maturity Trust) - 4.9% (5.152%); an IM-IT
Limited Maturity Trust - 4.3% (4.493%); an IM-IT Intermediate Trust - 3.9%
(4.058%); a State Intermediate Laddered Maturity Trust - 3.0% (3.093%); or an
IM-IT Short Intermediate Trust - 2.0% (2.041%).

<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 264 (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 nine separate portfolios of delivery statements relating
to contracts to purchase interest-bearing obligations issued by or on behalf
of states and territories of the United States, and political subdivisions and
authorities thereof, the interest on which is, in the opinion of recognized
bond counsel to the issuing authorities, excludable from gross income for
Federal income tax under existing law. All issuers of Securities in a State
Trust are located in the State for which such Trust is named or in United
States territories or possessions and their public authorities; consequently,
in the opinion of recognized bond counsel to such State issuers, the related
interest earned on such Securities is exempt to the extent indicated from
state and local taxes of such State. With the exception of the New York and
Pennsylvania Trusts, Units of such Trusts may be purchased only by residents
of the State for which such Trust is named. Units of a New York Trust may be
purchased by residents of New York, Connecticut, Florida and Massachusetts.
Units of a Pennsylvania Trust may be purchased by residents of Pennsylvania,
Connecticut, Florida, Maryland, New York, Ohio and West Virginia. Offerees in
the States of Illinois, Indiana and Washington may purchase Units of the IM-IT
and IM-IT Intermediate Trusts only. Offerees in the State of Virginia may
purchase Units of the IM-IT, IM-IT Intermediate and Virginia Quality Trusts
only. On the Date of Deposit, the Sponsor deposited with the Trustee the
aggregate principal amount of Securities in each Trust as indicated under "
General Information--Principal Amount (Par Value) of Securities in Trust" 
in the "Summary of Essential Financial Information". Such Securities
consist of delivery statements relating to contracts for the purchase of
certain interest-bearing obligations and cash, cash equivalents and/or
irrevocable letters of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor the certificates evidencing
the ownership of the number of Units in each Trust as indicated under "
Summary of Essential Financial Information." Unless otherwise terminated
as provided herein, the Trust Agreement for any IM-IT or State Trust (other
than a State Intermediate Laddered Maturity 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, State Intermediate Laddered Maturity 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 IM-IT or State Trust (other than a State Intermediate
Laddered Maturity 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, State Intermediate Laddered Maturity Trust and IM-IT Short
Intermediate Trust is 12 to 15 years, 5 to 15 years, 5 to 10 years and 3 to 7
years, respectively. The dollar-weighted average maturity of the Bonds in any
IM-IT Intermediate Trust, State Intermediate Laddered Maturity Trust and IM-IT
Short Intermediate Trust is less than or equal to 10 years, 10 years and 5
years, respectively.

The portfolio of any State Intermediate Laddered Maturity Trust is structured
so that approximately 20% of the Bonds contained in such portfolio will mature
each year, commencing in approximately the fifth year of the Trust, entitling
each Unitholder to a return of principal. This return of principal may offer
Unitholders the opportunity to respond to changing economic conditions and to
specific financial needs that may arise between the fifth and tenth years of a
State Intermediate Laddered Maturity Trust. However, the flexibility provided
by the return of principal may at the same time eliminate a Unitholder's
ability to reinvest the amount returned at a rate as high as the implicit
yield on the obligations which matured. 
    
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. A State
Intermediate Laddered Maturity Trust has additional objectives of providing
protection against changes in interest rates and investment flexibility
through an investment in a laddered portfolio of intermediate-term
interest-bearing obligations with maturities ranging from approximately 5 to
10 years in which roughly 20% of the obligations contained in such portfolio
will mature each year commencing in approximately the fifth year of the Trust.
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 an IM-IT or a State Trust
(other than a State Intermediate Laddered Maturity Trust) or, in the case of
an IM-IT Limited Maturity, IM-IT Intermediate, State Intermediate Laddered
Maturity 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 IM-IT 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 December 18, 1995. The first
monthly record date for each Trust (January 1, 1996) is 13 days from such
date. The daily rates of estimated net annual interest income per Unit accrued
on a monthly basis are $.13895, $.12278, $.13721, $.13202, $.13248, $.13717,
$.11484, $.13416 and $.14006 for the IM-IT, IM-IT Intermediate, California
IM-IT, Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New York IM-IT
Intermediate Laddered Maturity, Maryland Quality and Virginia Quality Trusts,
respectively. This amounts to $1.81, $1.60, $1.78, $1.72, $1.72, $1.78, $1.49,
$1.74 and $1.82 for the IM-IT, IM-IT Intermediate, California IM-IT,
Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New York IM-IT Intermediate
Laddered Maturity, Maryland Quality and Virginia 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 California IM-IT Trust:

The California IM-IT Trust accrues

$1.78 to the first record date plus
$45.32 which is 11 normal distributions at $4.12, and finally adding 
$2.30 which has accrued from December 1, 1996 until December 18, 1996 which
completes the 360 day cycle (17 days times the daily factor)

Total $49.40 interest earned /$1,000.00 (Date of Deposit Public Offering
Price) = 4.94% 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
an IM-IT or a State Trust (other than a State Intermediate Laddered Maturity
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, 3.0% of the Public Offering Price
(3.093% of the aggregate offering price of the Securities) for a State
Intermediate Laddered Maturity Trust and 2.0% of the Public Offering Price
(2.041% 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                    1.010%                     12                        4.167%
2                    1.266                      13                        4.275 
3                    1.579                      14                        4.384 
4                    1.781                      15                        4.493 
5                    2.041                      16                        4.603 
6                    2.302                      17                        4.712 
7                    2.564                      18                        4.822 
8                    3.093                      19                        4.932 
9                    3.627                      20                        5.042 
10                   4.058                      21 to 30                  5.152 
11                   4.112                                                       
</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 4.30%. 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                                    
                        IM-IT, State                                                
                       (other than a                                                
                       State Intermediate                                           
                       Laddered Maturity                                            
                       Trust) and                                                   
Aggregate Number of    National Quality    IM-IT Short                              
Units Purchased        Trusts              Intermediate Trust   Other Trusts        
<S>                    <C>                 <C>                 <C>                 
100-249 Units......... $            4.00   $            2.00   $              4.00  
250-499 Units......... $            6.00   $            3.00   $              6.00  
500-999 Units......... $           14.00   $            4.00   $              9.00  
1,000 or more Units... $           19.00   $            6.00   $             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 or less the dealer's
concession in the absence of an underwriting commission. 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 IM-IT 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 Corporation, 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
IM-IT 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. may elect to have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested in shares of certain Van Kampen American Capital
mutual funds (except for B shares) which are registered in the Unitholder's
state of residence. In addition, Unitholders of a New York IM-IT Trust or New
York IM-IT Intermediate Laddered Maturity Trust, 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 American
Capital Reserve Fund, the Van Kampen American Capital Tax Free Money Fund, the
Van Kampen American Capital Florida Insured Tax Free Income Fund, the Van
Kampen American Capital New Jersey Tax Free Income Fund, or the Van Kampen
American Capital 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 $2,145,000,000 (unaudited) and
statutory capital of approximately $782,000,000 (unaudited) as of December 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 September 30, 1995 MBIA had admitted
assets of $3.7 billion (unaudited), total liabilities of $2.5 billion
(unaudited), and total capital and surplus of $1.2 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 September 30, 1995, the total capital and surplus
of Financial Guaranty was approximately $994,500,000. 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 September 30, 1995, Capital Guaranty had more than $19.0 billion in net
exposure outstanding (excluding defeased issues). The total statutory
policyholders' surplus and contingency reserve of Capital Guaranty was
$204,642,000, and the total admitted assets were $326,802,226 as reported to
the Insurance Department of the State of Maryland as of September 30, 1995.
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.
   
On the date of this Prospectus, the Estimated Current Returns on the
Securities in the IM-IT, Connecticut IM-IT Trust and Georgia IM-IT Trust were
5.00%, 4.75% and 4.77%, respectively, based on the monthly plan of
distribution after payment of the insurance premium or premiums payable by
each Trust, while the Estimated Long-Term Returns on such Trusts were 5.02%,
4.78% and 4.75%, respectively. The Estimated Current Returns on identical
portfolios without the insurance obtained by the above mentioned Trusts would
have been 5.01%, 4.76% and 4.80%, respectively, based on the monthly plan of
distribution on such date, while the Estimated Long-Term Returns on identical
portfolios without the insurance obtained by the above mentioned Trusts would
have been 5.03%, 4.79% and 4.78%, respectively.
    
An objective of portfolio insurance obtained by an Insured Trust is to obtain
a higher yield on the portfolio of such Trust than would be available if all
the Securities in such portfolio had Standard & Poor's "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    Total   
                                                 portfolio insurance     portfolio insurance     Bonds                 
<S>                                              <C>                     <C>                     <C>           <C>     
IM-IT........................................... 5%                      --                       95%          100%    
IM-IT Intermediate.............................. --                      --                      100%          100%    
California IM-IT................................ --                      --                      100%          100%    
Connecticut IM-IT............................... 3%                      --                       97%          100%    
Georgia IM-IT................................... 25%                     --                       75%          100%    
Michigan IM-IT.................................. --                      --                      100%          100%    
New York IM-IT Intermediate Laddered Maturity... --                      --                      100%          100%    
</TABLE>

The breakdown of the Preinsured Bonds is as follows: IM-IT--AMBAC Indemnity
11%, Financial Guaranty 19%, MBIA 37%, FSA 17% and CapMAC 11%; IM-IT
Intermediate Trust--AMBAC Indemnity 9%, Financial Guaranty 14%, MBIA 52%, FSA
10% and CapMAC 15%; California IM-IT Trust--AMBAC Indemnity 17%, Financial
Guaranty 10%, MBIA 29% and FSA 44%; Connecticut IM-IT Trust--AMBAC Indemnity
25%, Financial Guaranty 36%, MBIA 20% and FSA 16%; Georgia IM-IT Trust--AMBAC
Indemnity 14%, Financial Guaranty 16% and MBIA 45%; Michigan IM-IT
Trust--AMBAC Indemnity 19%, Financial Guaranty 43%, MBIA 21% and FSA 17%; New
York IM-IT Intermediate Laddered Maturity Trust--AMBAC Indemnity 22%,
Financial Guaranty 24% and MBIA 54%.
    


   
IM-IT   

General. The IM-IT consists of 13 issues of Securities. None of the Bonds in
the IM-IT 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 located in 9 states or
territories, divided by purpose of issues (and percentage of principal amount
to total IM-IT) as follows: Water and Sewer, 3 (29%); Health Care, 4 (28%);
Public Building, 2 (14%); Higher Education, 1 (11%); Retail Electric/Gas, 1
(11%); Multi-Family Mortgage Revenue, 1 (5%) and General Purpose, 1 (2%). No
Bond issue has received a provisional rating. The dollar weighted average
maturity of the Bonds in the Trust is 26 years.

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



<TABLE>
<CAPTION>
                                                                                         Semi-     
Per Unit Information:                                                       Monthly      Annual    
<S>                                                                         <C>          <C>        
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     51.43  $    51.43 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      1.35  $      .88 
 Less: Annual Premium on Portfolio Insurance per Unit...................... $       .06  $      .06 
 Estimated Net Annual Interest Income per Unit............................. $     50.02  $    50.49 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     50.02  $    50.49 
 Divided by 12 and 2, respectively......................................... $      4.17  $    25.25 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .13895  $   .14025 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        5.00%       5.05%
Estimated Long-Term Return <F3><F4><F5>....................................        5.02%       5.07%
Estimated Initial Monthly Distribution (January 1996)...................... $      1.81             
Estimated Initial Semi-annual Distribution (June 1996).....................              $    22.86 
Estimated Normal Distribution per Unit <F5>................................ $      4.17  $    25.25 
</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 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--June and December             
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--June                      
                                and December commencing January 15, 1996                                                           

<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.79
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 $52.22. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.14 and $1.67 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>
INSURED MUNICIPALS INCOME TRUST SERIES 362
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
               Name of Issuer, Title, Interest Rate and Maturity                                              Offering             
Aggregate      Date of either Bonds Deposited or Bonds Contracted                  Redemption                 Price To             
Principal<F1>  for<F1><F5>                                             Rating<F2>  Feature<F3>                IM-IT<F4>            
<S>            <C>                                                  <C>            <C>                        <C>
$   1,000,000  Greenfield-Central Community Building Corporation,                                                                  
               Indiana, First Mortgage Revenue Bonds, Series 1995                  2004 @ 101                                      
               (AMBAC   Indemnity Insured)**   5.50% Due 1/15/2015.           AAA  2014 @ 100 S.F.            $    1,002,500       
      500,000  Michigan Hospital Finance Authority, Hospital                                                                       
               Revenue Refunding Bonds (Port Huron Hospital                                                                        
               Obligated Group) Series 1995 (FSA Insured)   #5.50%                 2005 @ 102                                      
               Due 7/1/2015........................................           AAA  2013 @ 100 S.F.                   500,000       
    1,030,000  Moon Township Municipal Authority, Allegheny                                                                        
               County, Pennsylvania, Water and Sewer Revenue                                                                       
               Refunding Bonds, Series 1995 (MBIA Insured)**                       2005 @ 100                                      
               #5.50% Due 12/1/2019................................           AAA  2016 @ 100 S.F.                 1,028,331       
       50,000  Loudoun County, Virginia, Industrial Development                                                                    
               Authority, Hospital Revenue Bonds (Loudoun Hospital                                                                 
               Center Issue) Series 1995 (FSA Insured)   #5.80%                    2005 @ 102                                      
               Due 6/1/2020........................................           AAA  2011 @ 100 S.F.                    50,874       
      265,000  Metropolitan Pier and Exposition Authority                                                                          
               (Illinois) McCormick Place Expansion Project                                                                        
               Refunding Revenue Bonds,   Series 1994A (MBIA                                                                       
               Insured)   #0.00% Due 6/15/2020.....................           AAA                                     67,136 <F6>
    1,000,000  Norman Utilities Authority, Norman, Oklahoma,                                                                       
               Utility Revenue Bonds, Series 1995 (FGIC Insured)**                 2005 @ 101                                      
                 5.55% Due 11/1/2020...............................           AAA  2016 @ 100 S.F.                 1,005,000       
      135,000  Municipal Authority of Westmoreland County                                                                          
               (Westmoreland County, Pennsylvania) Municipal                                                                       
               Service Revenue Bonds, Series 1993C (FGIC Insured)                                                                  
                #0.00% Due 8/15/2021...............................           AAA                                     32,845 <F6>
    1,000,000  Indiana Health Facility Financing Authority,                                                                        
               Hospital Revenue Refunding and Improvement Bonds,                                                                   
               Series 1995 (Community Hospitals Projects) MBIA                     2006 @ 102                                      
               Insured**   #5.70% Due 5/15/2022....................           AAA  2015 @ 100 S.F.                 1,009,430       
    1,000,000  Dormitory Authority of the State of New York,                                                                       
               Canisius College, Insured Revenue Bonds, Series                     2005 @ 102                                      
               1995 (CapMac Insured)**   5.60% Due 7/1/2023........           AAA  2016 @ 100 S.F.                 1,005,000       
      600,000  City of Chicago (Illinois) Water Revenue Bonds,                                                                     
               Series 1995   (FGIC Insured)**   #5.00% Due                         2005 @ 102                                      
               11/1/2025...........................................           AAA  2021 @ 100 S.F.                   555,090       
    1,000,000  West Virginia Water Development Authority, Water                                                                    
               Development Revenue Refunding Bonds (Loan Program                                                                   
               II) Series 1995B (FSA Insured)**   #5.375% Due                      2005 @ 102                                      
               11/1/2025...........................................           AAA  2016 @ 100 S.F.                   972,470       
    1,000,000  Illinois Health Facilities Authority, Revenue                                                                       
               Refunding Bonds (Rush Presbyterian-St. Luke's                                                                       
               Medical Center Obligated Group) Series 1993 (MBIA                   2003 @ 102                                      
               Insured)   #5.50% Due 11/15/2025....................           AAA  2021 @ 100 S.F.                   986,240      
 
               Name of Issuer, Title, Interest Rate and Maturity                                              Offering             
Aggregate      Date of either Bonds Deposited or Bonds Contracted                                             Price To             
Principal<F1>  for<F1><F5>                                             Rating<F2>  Redemption Feature<F3>     IM-IT<F4>            
$     420,000  Industrial Development Board of the County of Knox,                                                                 
               Tennessee, Multi-Family Mortgage Revenue Refunding                                                                  
               Bonds (FHA Insured Mortgage Loan-Waterford Village                                                                  
               Appartments Project) Series 1995A   5.95% Due                       2005 @ 102                                      
               3/1/2028............................................           AAA  2015 @ 100 S.F.            $      422,100       
$    9,000,000                                                                                                $   8 ,637,016        
</TABLE>


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

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






IM-IT INTERMEDIATE TRUST     

General. The IM-IT Intermediate Trust consists of 11 issues of Securities. One
of the Bonds in the IM-IT Intermediate Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power thereof. The
remaining issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes.   These
issues are located in 8 states or territories, divided by purpose of issues
(and percentage of principal amount to total IM-IT Intermediate Trust) as
follows: Health Care, 3 (26%); Higher Education, 2 (24%); Certificates of
Participation, 2 (19%); Transportation, 1 (14%); Water and Sewer, 1 (10%);
General Obligations, 1 (5%) and Other Care, 1 (2%). No Bond issue has received
a provisional rating. All of the obligations in the IM-IT Intermediate Trust
mature within 5-15 years of the Date of Deposit. The dollar weighted average
maturity of the Bonds in the Trust is 9.7 years.

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


<TABLE>
<CAPTION>
                                                                                         Semi-     
Per Unit Information:                                                       Monthly      Annual    
<S>                                                                         <C>          <C>        
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     45.84  $    45.84 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      1.64  $     1.18 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     44.20  $    44.66 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     44.20  $    44.66 
 Divided by 12 and 2, respectively......................................... $      3.68  $    22.33 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .12278  $   .12406 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        4.32%       4.37%
Estimated Long-Term Return <F3><F4><F5>....................................        4.18%       4.22%
Estimated Initial Monthly Distribution (January 1996)...................... $      1.60             
Estimated Initial Semi-annual Distribution (June 1996).....................              $    20.22 
Estimated Normal Distribution per Unit <F5>................................ $      3.68  $    22.33 
</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 IM-IT  
                                Intermediate 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--June and December             
Distribution Dates............. FIFTEENTH day of the month as follows: monthly--each month; semi-annual--June                      
                                and December commencing January 15, 1996

<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.58
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 $46.42. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.22 and $1.76 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>
INSURED MUNICIPALS INCOME TRUST 86th INTERMEDIATE SERIES
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
                                                                                                               IM-IT               
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of either                 Redemption      Intermediate        
              Bonds Deposited or Bonds Contracted for<F1><F5>                   Rating<F2>     Feature<F3>     Trust<F4>           
<S>           <C>                                                               <C>            <C>             <C>
$    235,000  City of Williston, North Dakota, Health Facilities Revenue Bonds                                                     
              (Catholic Health Corporation) Series 1995C (MBIA Insured)                                                            
              #4.90% Due 11/15/2004............................................           AAA                  $     236,713       
     460,000  Charleston County, South Carolina, Charleston Public Facilities                                                      
              Corporation, Certificates of Participation, Series 1995   (MBIA                                                      
              Insured)**   #4.80% Due 12/1/2004................................           AAA                        460,060       
     750,000  Dormitory Authority of the State of New York, Canisius College                                                       
              Insured Revenue Bonds, Series 1995 (CapMac Insured)**   4.95%                                                        
              Due 7/1/2005.....................................................           AAA                        755,625       
     455,000  Dormitory Authority of the State of New York, City University                                                        
              System, Consolidated Third General Resolution Revenue Bonds,                                                         
              Series 1995-1 (AMBAC Indemnity Insured)   #4.875% Due 7/1/2005...           AAA                        457,553       
     675,000  Washington, D.C., Metropolitan Area Transportation Authority,                                                        
              Gross Revenue Refunding Bonds, Series 1993 (FGIC Insured)                                                            
              #4.90% Due 7/1/2005..............................................           AAA  2004 @ 102            677,531       
     250,000  Harris County, Texas, Toll Road Unlimited Tax and Subordinate                                                        
              Lien Revenue Refunding Bonds, Series 1995A (MBIA Insured)                                                            
              #0.00% Due 8/15/2005.............................................           AAA                        155,350 <F6>
     120,000  Galveston County Health Facilities Development Corporation                                                           
              (Texas) Revenue Bonds (The Devereux Foundation) Series 1995                                                          
              (MBIA Insured)**   #4.80% Due 11/1/2005..........................           AAA                        119,513       
     500,000  West Virginia Water Development Authority, Water Development                                                         
              Revenue Refunding Bonds (Loan Program II) Series 1995A (FSA                                                          
              Insured)**   #4.80% Due 11/1/2005................................           AAA                        497,965       
     750,000  Allegheny County Hospital Development Authority (Pennsylvania)                                                       
              Health Center Revenue Bonds, Series 1995 (University of                                                              
              Pittsburgh Medical Center System) MBIA Insured**   #4.80% Due                                                        
              12/1/2005........................................................           AAA                        749,857       
     500,000  The School District of Berkeley County, South Carolina, Berkeley                                                     
              School Facilities Group, Inc., Certificates of Participation,                                                        
              Series 1995 (MBIA Insured)**   #4.90% Due 2/1/2006...............           AAA                        497,910       
     305,000  Indiana Health Facility Financing Authority, Hospital Revenue                                                        
              Refunding Bonds, Series 1995 (Community Hospitals Project) MBIA                                                      
              Insured **   5.20% Due 5/15/2006.................................           AAA                        306,193       
$   5,000,000                                                                                                  $   4,914,270       
</TABLE>

All of the Bonds in the portfolio are insured by one of the Preinsured Bond
Insurers 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".






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 is a general obligation of the
governmental entity issuing it and is 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 (43%);
Water and Sewer, 2 (20%);  Public Building, 1 (17%); Public Education, 1 (17%)
and General Purpose, 1 (3%). 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 but 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 1993-94 were the California
personal income tax (44% of total revenues), the sales tax (35%), 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 structural
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 of these factors, among others, from the late 1980's until
1992-1993, the State had a period of nearly chronic budget imbalance, with
expenditures exceeding revenues in four out of six years, and the State
accumulated and sustained a budget deficit in the budget reserve, the Special
Fund for Economic Uncertainties ("SFEU") approaching $2.8 billion at
its peak at June 30, 1993. Starting in the 1990-91 Fiscal Year and for each
year thereafter, each budget required multibillion dollar actions to bring
projected revenues and expenditures into balance and to close large "
budget gaps" which were identified. The Legislature and Governor
eventually agreed on a number of different steps to produce Budget Acts in the
years 1991-92 to 1994-95, including: significant cuts in health and welfare
program expenditures; transfers of program responsibilities and funding from
the State to local governments, coupled with some reduction in mandates on
local government; transfer of about $3.6 billion in annual local property tax
revenues from cities, counties, redevelopment agencies and some other
districts to local school districts, thereby reducing State funding for
schools; reduction in growth of support for higher education programs, coupled
with increases in student fees; revenue increases (particularly in the 1992-92
Fiscal Year budget), most of which were for a short duration; increased
reliance on aid from the federal government to offset the costs of
incarcerating, educating and providing health and welfare services to
undocumented aliens (although these efforts have produced much less federal
aid than the State Administration has requested) and various on-time
adjustments and accounting changes.

Despite these budget actions, the effects of the recession led to large,
unanticipated deficits in the SFEU, as compared to projected positive
balances. By the start of the 1993-94 Fiscal Year, the accumulated deficit was
so large (almost $2.8 billion) that it was impractical to budget to retire it
in one year, so a two-year program was implemented, using the issuance of
revenue anticipation warrants to carry a portion of the deficit over the end
of the fiscal year. When the economy failed to recover sufficiently in
1993-94, a second two-year plan was implemented in 1994-95, to carry the final
retirement of the deficit into 1995-96.

The combination of stringent budget actions cutting State expenditures, and
the turnaround of the economy by late 1993, finally led to the restoration of
positive financial results. While General Fund revenues and expenditures were
essentially equal in FY 1992-93 (following two years of excess expenditures
over revenues), the General Fund had positive operating results in FY 1993-94
and 1994-95, which have reduced the accumulated budget deficit to around $600
million as of June 30, 1995.

A consequence of the accumulated budget deficits in the early 1990's, together
with other factors such as disbursement of funds to local school districts
"borrowed" from future fiscal years and hence not shown in the annual
budget, was to significantly reduce the State's cash resources available to
pay its ongoing obligations. When the Legislature and the Governor failed to
adopt a budget for the 1992-93 Fiscal Year by July 1, 1992, which would have
allowed the State to carry out its normal annual cash flow borrowing to
replenish its cash reserves, the State Controller was forced to issue
registered warrants ("IOUs") to pay a variety of obligations
representing prior years' or continuing appropriations, and mandates from
court orders. Available funds were used to make constitutionally-mandated
payments, such as debt service on bonds and warrants. Between July 1 and
September 4, 1992 the State Controller issued a total of approximately $3.8
billion of registered warrants. After that date, all remaining outstanding
registered warrants (about $2.9 billion) were called for redemptions from
proceeds of the issuance of 1992 Interim Notes after the budget was adopted.

The State's cash condition became so serious in late spring of 1992 that the
State Controller was required to issue revenue anticipation warrants maturing
in the following fiscal year in order to pay the State's continuing
obligations. The State was forced to rely increasingly on external debt
markets to meet its cash needs, as a succession of notes and warrants (both
forms of short-term cash flow financing) were issued in the period from June
1992 to July 1994, often needed to pay previously-maturing notes or warrants.
These borrowings were used also in part to spread out the repayment of the
accumulated budget deficit over the end of a fiscal year.

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.

For the first time in four years, the State entered the 1995-96 fiscal year
with strengthening revenues based on an improving economy. The major feature
of the Governor's proposed Budget, a 15% phased tax cut, was rejected by the
Legislature.

The 1995-96 Budget Act was signed by the Governor on August 3, 1995, 34 days
after the start of the fiscal year. The Budget Act projects General Fund
revenues and transfers of $44.1 billion. Expenditures are budgeted at $43.4
billion. The Department of Finance projects that, after repaying the last of
the carryover budget deficit, there will be positive balance of less than $30
million in the budget reserve, the Special Fund for Economic Uncertainties, at
June 30, 1996, providing no margin for adverse results during the year.

The Department of Finance projects cash flow borrowings in the 1995-96 Fiscal
Year will be the smallest in many years, comprising about $2 billion of notes
to be issued in April, 1996, and maturing by June 30, 1996. With full payment
of $4 billion of revenue anticipation warrants on April 25, 1996, the
Department sees no further need for borrowing over the end of the fiscal year.
The Department projects that available cash resources to pay State obligations
will be almost $2 billion at June 30, 1996. This "cushion" will be
re-examined by the State Controller on October 15, 1995, in the third step in
the Budget Adjustment Law process. If the Controller believes the available
cash resources on June 30, 1996 will, in fact, be zero or less, her report
would start a process which could lead to automatic budget cuts starting in
December, 1995.

The principal features of the 1995-96 Budget Act, in addition to those noted
above, are additional cuts in health and welfare expenditures (some of which
are subject to approvals or waivers by the federal government); assumed
further federal aid for illegal immigrant costs; and an increase in per-pupil
funding for public schools and community colleges, the first such significant
increase in four years.

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 further 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. Los Angeles County, the
largest in the State, has reported severe fiscal problems, leading to a
nominal $1.2 billion deficit in its $11 billion budget for the 1995-96 Fiscal
Year. To balance the budget, the county has imposed severe cuts in services,
particularly for health care. The Legislature is considering actions to help
alleviate the County's fiscal problems, but none were completed before August
15, 1995. As a result of its bankruptcy proceedings (discussed further below)
Orange County also has implemented stringent cuts in services and has laid off
workers.

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 "Pools") filed for
protection under Chapter 9 of the federal Bankruptcy Code, after reports that
the Pools had suffered significant market losses in its investments caused a
liquidity crisis for the Pools and the County. Approximately 180 other public
entities, most but not all located in the County, were also depositors in the
Pools. The County estimated the Pools' loss at about $1.64 billion, or 23%, of
its initial deposits of around $7.5 billion. Many of the entities which kept
moneys in the Pools, including the County, faced cash flow difficulties
because of the bankruptcy filing and may be required to reduce programs or
capital projects. 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 Pools.

On May 2, 1995, the Bankruptcy Court approved a settlement agreement covering
claims of the other participating entities against the County and the Pools.
Most participants have received in cash 80% (90% for school districts) of
their Pools' investment; the balance is to be paid in the future. The County
succeeded in deferring, by consent, until June 30, 1996, the repayment of $800
million of short-term obligations due in July and August, 1995; these notes
are, however, considered to be in default by Moody's and S&P. On June 27,
1995, County voters turned down a proposal for a temporary 0.5% increase in
the local sales tax, making the County's fiscal recovery much harder.

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. All school districts were
able to meet their obligations in the 1994-95 Fiscal Year.

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-     
Per Unit Information:                                                       Monthly      Annual    
<S>                                                                         <C>          <C>        
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     51.70  $    51.70 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      2.30  $     1.81 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     49.40  $    49.89 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     49.40  $    49.89 
 Divided by 12 and 2, respectively......................................... $      4.12  $    24.95 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .13721  $   .13857 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        4.94%       4.99%
Estimated Long-Term Return <F3><F4><F5>....................................        4.94%       4.99%
Estimated Initial Monthly Distribution (January 1996)...................... $      1.78             
Estimated Initial Semi-annual Distribution (January 1996)..................              $     1.80 
Estimated Normal Distribution per Unit <F5>................................ $      4.12  $    24.95 
</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 January 15, 1996                                                   

<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.02
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 $51.72. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.32 and $1.83 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 148
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
                                                                                                               California          
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of                     Redemption         IM-IT               
              either Bonds Deposited or Bonds Contracted for<F1><F5>         Rating<F2>     Feature<F3>        Trust<F4>           
<S>           <C>                                                            <C>            <C>                <C>
$    310,000  Desert Sands Unified School District, California,                                                                    
              Certificates of Participation (Capital Projects Program)                      2005 @ 102                             
              Series 1995   (FSA Insured)  #5.625% Due 3/1/2015.............           AAA  2012 @ 100 S.F.    $    314,731        
     460,000  San Bernardino County, California, Certificates of                                                                   
              Participation (Medical Center Financing Project) Series 1995                  2005 @ 102                             
              (MBIA Insured)  #5.50% Due 8/1/2015...........................           AAA  2011 @ 100 S.F.         459,535        
     100,000  Sacramento City Financing Authority, California, 1993 Tax                                                            
              Allocation Revenue Bonds, Series B (Merged Downtown                                                                  
              Sacramento, Alkali Flat, Del Paso Heights and Oak Park                                                               
              Redevelopment Project Areas) MBIA Insured  #0.00% Due                                                                
              11/1/2017.....................................................           AAA                           29,969 <F6>
     500,000  State Public Works Board of California, Lease Revenue Bonds                                                          
              (Department of Justice Building) Series 1995A (FSA Insured)                   2005 @ 101                             
              #5.625% Due 5/1/2020..........................................           AAA  2016 @ 100 S.F.         508,215        
     500,000  California Statewide Communities Development Authority,                                                              
              Certificates of Participation, St. Joseph Health System                       2003 @ 102                             
              Obligated Group (AMBAC Indemnity Insured)  #5.50% Due 7/1/2023           AAA  2015 @ 100 S.F.         495,505        
     300,000  Encinitas Public Financing Authority (California) 1993 Water                                                         
              Revenue Bonds, Series A (San Dieguito Water District)   MBIA                  2003 @ 102                             
              Insured  #5.25% Due 10/1/2023.................................           AAA  2014 @ 100 S.F.         290,856        
     500,000  Palmdale Elementary School District (California) Community                                                           
              Facilities District No. 90-1, Special Tax Revenue Bonds,                      2005 @ 102                             
              Series 1995 (FSA Insured)**  #5.40% Due 8/1/2025..............           AAA  2015 @ 100 S.F.         495,195        
     300,000  Department of Water and Power of the City of Los Angeles,                                                            
              California, Electric Plant Refunding Revenue Bonds,   Second                  2003 @ 102                             
              Issue of 1993 (FGIC Insured)  #5.25% Due 11/15/2026...........           AAA  2020 @ 100 S.F.         290,394        
$   2,970,000                                                                                                  $  2,884,400       
</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". 





CONNECTICUT IM-IT TRUST    

General. The Connecticut IM-IT Trust consists of 11 issues of Securities. Two
of the Bonds in the Connecticut 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 Connecticut IM-IT Trust) as follows: Health Care, 4 (41%); Water and
Sewer, 2 (28%); Transportation, 1 (13%); Multi-Family Mortgage Revenue, 1
(8%); General Obligations, 2 (7%) and General Purpose, 1 (3%). No Bond issue
has received a provisional rating. 

Risk Factors. The following information is only a summary of risk factors
associated with Connecticut. It has been compiled from official government
statements and other publicly available documents. Although the Sponsor has
not independently verified the information, it has no reason to believe that
it is not correct in all material respects.

Connecticut's manufacturing industry, which has historically been of prime
economic importance to the State, its municipalities and its residents, has
been in decline for several years. Although Connecticut's manufacturing
industry is diversified between transportation equipment (primarily aircraft
engines, helicopters and submarines), non-electrical machinery, fabricated
metal products and electrical machinery, defense-related business represents a
relatively high proportion of manufacturing receipts. As a result, reductions
in defense spending have had a substantial adverse effect on Connecticut's
manufacturing industry.

Connecticut's manufacturing employment peaked in 1970 at over 441,000 workers
but had declined 35.4% by 1994. Although the loss of manufacturing jobs was
partially offset by a 66.3% rise in other non-agricultural employment during
the same period, Connecticut's growth in non-manufacturing employment has
lagged behind the New England region and the nation as a whole. Moreover,
Connecticut's largest defense contractors have announced plans to reduce their
labor forces substantially over the next four years.

From 1986 through 1994, Connecticut's unemployment rate was generally lower
than the unemployment rate for the U.S. as a whole, and average per capita
personal income of Connecticut residents was higher than that of residents of
other states. The average unemployment rate (seasonally adjusted) in
Connecticut increased from a low of 3.0% in 1988 to 7.5% in 1992 and, after a
number of important changes in the method of calculation, was reported to be
5.6% in 1994. Average per capita personal income of Connecticut residents
increased in every year from 1985 to 1994, rising from $18,268 to $29,044.
However, pockets of significant unemployment and poverty exist in some
Connecticut cities and towns, and Connecticut is now in a recession, the depth
and duration of which are uncertain.

For the four fiscal years ended June 30, 1991, the General Fund ran operating
deficits of approximately $115,600,000, $28,000,000, $259,000,000 and
$808,500,000, respectively. At the end of the 1990-1991 fiscal year, the
General Fund had an accumulated unappropriated deficit of $965,712,000. For
the four fiscal years ended June 30, 1995, the General Fund ran operating
surpluses of approximately $110,200,000, $113,500,000, $19,700,000 and
$80,500,000, respectively. General Fund budgets for the biennium ending June
30, 1997, were adopted in 1995. General Fund expenditures and revenues are
budgeted to be approximately $9,800,000,000 and $10,150,000,000, for the
1995-1996 and 1996-1997 fiscal years, respectively.

In 1991, to address the General Fund's growing deficit, legislation was
enacted by which the State imposed an income tax on individuals, trusts and
estates for taxable years generally commencing in 1992. For each fiscal year
starting with the 1991-1992 fiscal year, the General Fund has operated at a
surplus with over 60% of the State's tax revenues being generated by the
income tax and the sales and use tax. However, the State's budgeted
expenditures have more than doubled from approximately $4,300,000 for the
1986-1987 fiscal year to approximately $10,150,000,000 for the 1996-1997
fiscal year.

The 1991 legislation also authorized the State Treasurer to issue Economic
Recovery Notes to fund the General Fund's accumulated deficit of $965,712,000
as of June 30, 1991, and during 1991 the State issued a total of $965,710,000
Economic Recovery Notes, of which $315,710,000 were outstanding as of
September 15, 1995. The notes were to be payable no later than June 30, 1996,
but as part of the budget adopted for the biennium ending June 30, 1997,
payment of the remaining notes scheduled to be paid over the four fiscal years
ending June 30, 1999.

The State's primary method for financing capital projects is through the sale
of general obligation bonds. As of September 15, 1995, the State had
authorized general obligation bonds totaling $10,513,394,000, of which
$9,068,876,000 had been approved for insurance by the State Bond Commission,
$7,715,675,000 had been issued, and $6,186,518,000 were outstanding.

In 1995, the State established the University of Connecticut as a separate
corporate entity to issue bonds and construct certain infrastructure
improvements. The improvements are to be financed by $18 million of general
obligation bonds of the State and $962 million bonds of the University. The
University's bonds will be secured by a State debt service commitment, the
aggregate amount of which is limited to $382 million for the three fiscal
years ending June 30, 1999, and $580 million for the four fiscal years ending
June 30, 2005.

In addition to the bonds described above, the State also has limited or
contingent liability on a significant amount of other bonds. Such bonds have
been issued by the following quasi-public agencies: the Connecticut Higher
Education Supplemental Loan Authority, the Connecticut Resources Recovery
Authority and the Connecticut Health and Education Facilities Authority. Such
bonds have also been issued by the cities of Bridgeport and West Haven and the
Southeastern Connecticut Water Authority. As of September 15, 1995, the amount
of bonds outstanding on which the State has limited or contingent liability
totaled $3,755,500,000.

In 1984, the State established a program to plan, construct and improve the
State's transportation system (other than Bradley International Airport). The
total cost of the program through June 30, 2000, is currently estimated to be
$11.2 billion, to be met from federal, state, and local funds. The State
expects to finance most of its $4.7 billion share of such cost by issuing $4.2
billion of special tax obligation ("STO") bonds. The STO bonds are
payable solely from specified motor fuel taxes, motor vehicle receipts, and
license, permit and fee revenues pledged therefor and credited to the Special
Transportation Fund, which was established to budget and account for such
revenues.

As of September 15, 1995, the General Assembly had authorized $4,157,900,000
of such STO bonds, of which $3,269,700,000 had been issued. It is anticipated
that additional STO bonds will be authorized annually in amounts necessary to
finance and to complete the infrastructure program. Such additional bonds may
have equal rank with the outstanding bonds provided certain pledged revenue
coverage requirements are met. The State expects to continue to offer bonds
for this program.

On March 29, 1990, Standard & Poor's reduced its ratings of the State's
general obligation bonds from AA+ to AA, and on April 9, 1990, Moody's reduced
its ratings from Aa1 to Aa. On September 13, 1991, Standard & Poor's further
reduced its ratings of the State's general obligation bonds and certain
obligations that depend in part on the creditworthiness of the State to AA-.
On March 17, 1995, Fitch reduced its ratings of the State's general obligation
bonds from AA+ to AA.

The State, its officers and its employees are defendants in numerous lawsuits.
Although it is not possible to determine the outcome of these lawsuits, the
Attorney General has opined that an adverse decision in any of the following
cases might have a significant impact on the State's financial position: (i)
an action by inmates of the Department of Correction seeking damages and
injunctive relief with respect to alleged violations of statutory and
constitutional rights as a result of the monitoring and recording of their
telephone calls from the State's correctional institutions; (ii) litigation on
behalf of black and Hispanic school children in the City of Hartford seeking
"integrated education" within the Greater Hartford metropolitan area;
(iii) litigation involving claims by Indian tribes to less than 1/10 of 1% of
the State's land area; (iv) litigation challenging the State's method of
financing elementary and secondary public schools on the ground that it denies
equal access to education; (v) an action on behalf of all persons with
retardation or traumatic brain injury, claiming that their constitutional
rights are violated by placement in State hospitals alleged not to provide
adequate treatment and training, and seeking placement in community
residential settings with appropriate support services; (vi) an action by the
Connecticut Hospital Association and 3 hospitals seeking to require the State
to reimburse hospitals for in-patient medical services on a basis more
favorable to them; (vii) a class action by the Connecticut Criminal Defense
Lawyers Association claiming a campaign of illegal surveillance activity and
seeking damages and injunctive relief; and (viii) an action to enforce the
spending cap provision of the State's constitution by seeking to require that
the General Assembly define certain terms used therein and to enjoin certain
increases in "general budget expenditures" until this is done. In
addition, a number of corporate taxpayers have filed refund requests for
corporation business tax, asserting that interest on federal obligations may
not be included in the measure of that tax, on the grounds that to do so
allegedly violates federal law because interest on certain obligations of the
State is not included in the measure of the tax. The State has attempted to
eliminate the basis for these refund requests by enacting legislation that
takes by eminent domain the rights of corporate holders to exclude the
interest on such obligations. The State will compensate such corporate holders.

General obligation bonds issued by municipalities are payable primarily from
ad valorem taxes on property tax base is subject to many factors outside the
control of the municipality, including the decline in Connecticut's
manufacturing industry. In addition to general obligation bonds backed by the
full faith and credit of the municipality, certain municipal authorities
finance projects by issuing bonds that are not considered to be debts of the
municipality. Such bonds may be repaid only from revenues of the financed
project, the revenues from which may be insufficient to service the related
debt obligations.

In recent years, certain Connecticut municipalities have experienced severe
fiscal difficulties and have reported operating and accumulated deficits. The
most notable of these is the City of Bridgeport, which filed a bankruptcy
petition on June 7, 1991. The State opposed the petition. The United States
Bankruptcy Court for the District of Connecticut held that Bridgeport has
authority to file such a petition but that its petition should be dismissed on
the grounds that Bridgeport was not insolvent when the petition was filed.

Regional economic difficulties, reductions in revenues and increases in
expenses could lead to further fiscal problems for the State and its political
subdivisions, authorities and agencies. Difficulties in payment of debt
service on borrowings could result in declines, possibly severe, in the value
of their outstanding obligations, increases in their future borrowing costs,
and impairment of their ability to pay debt service on their obligations.

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

The assets of the Connecticut IM-IT Trust will consist of obligations (the
"Bonds"); certain of the Bonds have been issued by or on behalf of the
State of Connecticut or its political subdivisions or other public
instrumentalities, state or local authorities, districts, or similar public
entities created under the laws of the State of Connecticut ("Connecticut
Bonds") and the balance of the Bonds have been issued by or on behalf of
entities classified for the relevant purposes as territories or possessions of
the United States, including one or more of Puerto Rico, Guam, or the Virgin
Islands, the interest on the obligations of which Federal law would prohibit
Connecticut from taxing if received directly by the Unitholders. Certain
Connecticut Bonds in the Connecticut IM-IT Trust were issued prior to the
enactment of the Connecticut income tax on the Connecticut taxable income of
individuals, trusts, and estates (the "Connecticut Income Tax");
therefore, bond counsel to the issuers of such Bonds did not opine as to the
exemption of the interest on such Bonds from such tax. However, the Sponsor
and special counsel to the Trusts for Connecticut tax matters believe that
such interest will be so exempt. Interest on Bonds in the Connecticut IM-IT
Trust issued by other issuers, if any, is, in the opinion of bond counsel to
such issuers, exempt from state taxation. 

The Connecticut Income Tax was enacted in August, 1991. Generally, a
Unitholder recognizes gain or loss for purposes of this tax to the same extent
as he recognizes gain or loss for Federal income tax purposes. Ordinarily this
would mean that gain or loss would be recognized by a Unitholder upon the
maturity, redemption, sale, or other disposition by the Connecticut IM-IT
Trust of a Bond held by it, or upon the redemption, sale or other disposition
of a Unit of the Connecticut IM-IT Trust held by the Unitholder. 

However, on June 19, 1992, Connecticut legislation was adopted that provides
that gains and losses from the sale or exchange of Connecticut Bonds held as
capital assets will not be taken into account for purposes of the Connecticut
Income Tax for taxable years starting on or after January 1, 1992. Regulations
effective for taxable years starting on or after January 1, 1994, clarify that
this provision also applies to gain or loss recognized by a Unitholder upon
the maturity or redemption of a Connecticut Bond held by the Connecticut IM-IT
Trust. However, it is not clear whether this provision would apply, to the
extent attributable to Connecticut Bonds held by the Connecticut IM-IT Trust,
to gain or loss recognized by a Unitholder upon the redemption, sale, or other
disposition of a Unit of the Connecticut IM-IT Trust held by the Unitholder.
Unitholders are urged to consult their own tax advisors concerning these
matters. 

In the opinion of Day, Berry & Howard, special counsel to the Fund for
Connecticut tax matters, which relies explicitly on the opinion of Chapman and
Cutler regarding Federal income tax matters, under existing Connecticut law: 

The Connecticut IM-IT Trust is not liable for any tax on or measured by net
income imposed by the State of Connecticut. 

Interest income of the Connecticut IM-IT Trust from a Bond issued by or on
behalf of the State of Connecticut, any political subdivision thereof, or
public instrumentality, state or local authority, district, or similar public
entity created under the laws of the State of Connecticut (a "Connecticut
Bond"), or from a Bond issued by United States territories or possessions
the interest on which Federal law would prohibit Connecticut from taxing if
received directly by a Unitholder from the issuer thereof, is not taxable
under the Connecticut tax on the Connecticut taxable income of individuals,
trusts, and estates (the "Connecticut Income Tax"), when any such
interest is received by the Connecticut IM-IT Trust or distributed by it to
such a Unitholder. 

Insurance proceeds received by the Connecticut IM-IT Trust representing
maturing interest on defaulted Bonds held by the Connecticut IM-IT Trust are
not taxable under the Connecticut Income Tax if, and to the same extent as,
such interest would not be taxable thereunder if paid directly to the
Connecticut IM-IT Trust by the issuer of such Bonds. 

Gains and losses recognized by a Unitholder for Federal income tax purposes
upon the maturity, redemption, sale, or other disposition by the Connecticut
IM-IT Trust of a Bond held by the Connecticut IM-IT Trust or upon the
redemption, sale, or other disposition of a Unit of the Connecticut IM-IT
Trust held by a Unitholder are taken into account as gains or losses,
respectively, for purposes of the Connecticut Income Tax, except that, in the
case of a Unitholder holding a Unit of the Connecticut IM-IT Trust as a
capital asset, such gains and losses recognized upon the maturity, redemption,
sale or exchange of a Connecticut Bond held by the Connecticut IM-IT Trust are
excluded from gains and losses taken into account for purposes of such tax and
no opinion is expressed as to the treatment for purposes of such tax of gains
and losses recognized to the extent attributable to Connecticut Bonds upon the
redemption, sale, or other disposition by a Unitholder of a Unit of the
Connecticut IM-IT Trust held by him. 

The portion of any interest income or capital gain of the Connecticut IM-IT
Trust that is allocable to a Unitholder that is subject to the Connecticut
corporation business tax is includable in the gross income of such Unitholder
for purposes of such tax.

An interest in a Unit of the Connecticut IM-IT Trust that is owned by or
attributable to a Connecticut resident at the time of his death is includable
in his gross estate for purposes of the Connecticut succession tax and the
Connecticut estate tax. 



<TABLE>
<CAPTION>
                                                                                     Semi-     
Per Unit Information:                                                   Monthly      Annual    
<S>                                                                     <C>          <C>        
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     49.93  $    49.93 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.36  $     1.90 
 Less: Annual Premium on Portfolio Insurance per Unit.................. $       .04  $      .04 
 Estimated Net Annual Interest Income per Unit......................... $     47.53  $    47.99 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     47.53  $    47.99 
 Divided by 12 and 2, respectively..................................... $      3.96  $    24.00 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .13202  $   .13330 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        4.75%       4.80%
Estimated Long-Term Return <F2><F3><F4>................................        4.78%       4.83%
Estimated Initial Monthly Distribution (January 1996).................. $      1.72             
Estimated Initial Semi-annual Distribution (January 1996)..............              $     1.73 
Estimated Normal Distribution per Unit <F4>............................ $      3.96  $    24.00 
</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    
                                Connecticut 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 January 15, 1996


<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>
CONNECTICUT INSURED MUNICIPALS INCOME TRUST SERIES 29
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
                                                                                                               Connecticut         
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of                    Redemption          IM-IT               
              either Bonds Deposited or Bonds Contracted for<F1><F5>        Rating<F2>     Feature<F3>         Trust<F4>           
<S>           <C>                                                           <C>            <C>                 <C>
$    110,000  State of Connecticut, General Obligation Capital                                                                     
              Appreciation Bonds (College Savings Plan, Series 1989B)                                                              
              #0.00% Due 11/1/2009.........................................           AA-                      $      54,060 <F6>
     100,000  Connecticut Special Tax Obligation Revenue Bonds,                                                                    
              Transportation Infrastructure, Series 1995B (FGIC Insured)                                                           
              #5.625% Due 10/1/2014........................................           AAA  2004 @ 101                101,904       
     250,000  Connecticut Health and Educational Facilities Authority,                                                             
              Revenue Bonds, Nursing Home Program Issue, Series 1994                                                               
              (St. Joseph Living Center Project) AMBAC Indemnity Insured                   2004 @ 102                              
              #4.75% Due 11/1/2014.........................................           AAA  2010 @ 100 S.F.           236,375       
     100,000  Windham, Connecticut, Unlimited Tax-General Obligation Bonds                                                         
              (FGIC Insured)   #5.00% Due 12/15/2014.......................           AAA  2005 @ 102                 97,517       
     400,000  Connecticut Special Tax Obligation Revenue Bonds,                                                                    
              Transportation Infrastructure, Series 1995A (FGIC Insured)                                                           
              #5.60% Due 6/1/2015..........................................           AAA  2005 @ 101                407,052       
     250,000  Connecticut Health and Educational Facilities Authority,                                                             
              Revenue Bonds (Kent School Issue) Series 1995B (MBIA                         2005 @ 101                              
              Insured)   #5.50% Due 7/1/2015...............................           AAA  2011 @ 100 S.F.           252,302       
     500,000  Connecticut Health and Educational Facilities Authority,                                                             
              Revenue Bonds (Day Kimball Hospital) Series 1995A (FSA                       2006 @ 102                              
              Insured)   #250M-5.375% Due 7/1/2016   #250M-5.375% Due                 AAA  2006 @ 102                251,250       
              7/1/2026 ....................................................           AAA  2017 @ 100 S.F.           249,063       
     485,000  Connecticut Health and Educational Facilities Authority,                                                             
              Revenue Bonds (Saint Francis Hospital and Medical Center                     2003 @ 102                              
              Issue) Series 1993C (FGIC Insured)   #5.00% Due 7/1/2023.....           AAA  2014 @ 100 S.F.           463,737       
     350,000  Connecticut Development Authority, Water Facilities Revenue                                                          
              Bonds (Bridgeport Hydraulic Company Project) Series 1993B                                                            
              (MBIA Insured)   #5.50% Due 6/1/2028.........................           AAA  2003 @ 102                354,305       
     500,000  Connecticut Development Authority, Water Facilities Revenue                                                          
              Refunding Bonds (Stamford Water Company Project)   Series                                                            
              1993 (AMBAC Indemnity Insured)   #5.30% Due 9/1/2028.........           AAA  2003 @ 102                494,815       
$   3,045,000                                                                                                  $   2,962,380       
</TABLE>

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

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





GEORGIA IM-IT TRUST 

General. The Georgia IM-IT Trust consists of 10 issues of Securities. Three of
the Bonds in the Georgia 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 Georgia IM-IT Trust) as follows: Health Care, 2 (32%); General
Obligations, 3 (28%); Water and Sewer, 1 (16%); Multi-Family Mortgage Revenue,
1 (9%); Transportation, 1 (8%); Wholesale Electric, 1 (4%) and Retail
Electric/Gas, 1 (3%). No Bond issue has received a provisional rating. 

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

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

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

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

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

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

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

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

Legal Proceedings. Georgia is involved in certain legal proceedings that, if
decided against the State, may require the State to make significant future
expenditures or may substantially impair revenues. Several lawsuits have been
filed against Georgia asserting that the decision in Davis v. Michigan
Department of Treasury, 489 U.S. 803 (1989), invalidating Michigan's practice
of taxing retirement benefits paid by the federal government while exempting
state retirement benefits, also invalidates Georgia's tax treatment of Federal
Retirement Benefits for years prior to 1989. Under Georgia's applicable 3 year
statute of limitation the maximum potential liability under these suits
calculated to August 15, 1993 would appear to be no greater than 100 million
dollars. The plaintiffs in these suits, however, have requested refunds for a
period from 1980 to 1988 which could result in a maximum potential liability
in the range of 591 million dollars. Any such liability would be predicated on
a holding by the State of Georgia Supreme Court or the United States Supreme
Court that the Davis decision is applicable to Georgia's prior method of
taxing Federal Retirement Benefits and that the Davis decision is to be given
a retroactive effect, i.e., that the decision affects prior tax years and that
a refund remedy is appropriate. In Georgia's "test case" , the Georgia
Supreme Court held that no refunds are due. The plaintiff's petition to the
U.S. Supreme Court for a writ of certiorari was granted on February 22, 1994.

Three suits have been filed against the State of Georgia seeking refunds of
liquor taxes under O.C.G.A. Section 48-2-35, in light of Bacchus Imports, Ltd.
v. Dias, 468 U.S. 263 (1984) under Georgia's pre-Bacchus statute. In the Beam
case, 501 U.S. 529 (decided June 20, 1991) the Supreme Court indicated that
Bacchus was retroactive, but only within the bounds of State statutes of
limitations and procedural bars, and left State courts to determine any remedy
in light of reliance interests, equitable considerations, and other defenses.
Georgia's statute of limitations in O.C.G.A. Section 48-2-35 has run on all
pre-Bacchus claims for refund except five pending claims seeking 31.7 million
dollars in tax plus interest. On remand, the Fulton County Superior Court has
ruled that procedural bars and other defenses bar any recovery by taxpayers on
Beam's claims for refund. The Georgia Supreme Court has affirmed, and Beam has
petitioned the United States Supreme Court for a writ of certiorari.

Two additional suits have been filed with the State of Georgia by foreign
producers of alcoholic beverages seeking $96 million in refunds of alcohol
import taxes imposed under O.C.G.A. Section 3-4-60. These claims constitute
99% of all such taxes paid during the preceding three years.

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

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

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

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

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

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

(3)Because obligations or evidences of debt of Georgia, its political
subdivisions and public institutions are exempt from the Georgia intangible
personal property tax, the Georgia IM-IT Trust will not be subject to such tax
as the result of holding such obligations, evidences of debt or bonds. 

(4)Amounts paid under an insurance policy or policies issued to the Georgia
IM-IT Trust, if any, with respect to the Georgia Bonds in the Georgia IM-IT
Trust which represent maturing interest on defaulted obligations held by the
Trustee will be exempt from State income taxes if, and to the extent as, such
interest would have been so exempt if paid by the issuer of the defaulted
obligations provided that, at the time such policies are purchased the amounts
paid for such policies are reasonable and customary and consistent with the
reasonable expectation that the issuer of the obligations, rather than the
insurer, will pay debt service on the obligations.

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

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

Chapman and Cutler has expressed no opinion with respect to taxation under any
other provision of Georgia law. Ownership of the Units may result in
collateral Georgia tax consequences to certain taxpayers. Prospective
investors should consult their tax advisors as to the applicability of any
such collateral consequences.

 



<TABLE>
<CAPTION>
                                                                                     Semi-     
Per Unit Information:                                                   Monthly      Annual    
<S>                                                                     <C>          <C>        
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     50.31  $    50.31 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.36  $     1.93 
 Less: Annual Premium on Portfolio Insurance per Unit.................. $       .25  $      .25 
 Estimated Net Annual Interest Income per Unit......................... $     47.70  $    48.13 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     47.70  $    48.13 
 Divided by 12 and 2, respectively..................................... $      3.98  $    24.07 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .13248  $   .13368 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        4.77%       4.81%
Estimated Long-Term Return <F2><F3><F4>................................        4.75%       4.80%
Estimated Initial Monthly Distribution (January 1996).................. $      1.72             
Estimated Initial Semi-annual Distribution (January 1996)..............              $     1.74 
Estimated Normal Distribution per Unit <F4>............................ $      3.98  $    24.07 
</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    
                                Georgia 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 January 15, 1996


<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>
GEORGIA INSURED MUNICIPALS INCOME TRUST SERIES 78
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
                                                                                                               Georgia             
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of                    Redemption          IM-IT               
              either Bonds Deposited or Bonds Contracted for<F1><F5>        Rating<F2>     Feature<F3>         Trust<F4>           
<S>           <C>                                                           <C>            <C>                 <C>
$    125,000  Municipal Electric Authority of Georgia, Power Revenue                                                               
              Bonds, Series U (MBIA Insured)   #0.00% Due 1/1/2010.........           AAA                      $      60,494   <F6>
     275,000  Housing Authority of Cobb County (Georgia) Multi-Family                                                              
              Mortgage Revenue Refunding Bonds (FHA Insured Mortgage                                                               
              Loan-Garrison Plantation Development) Series 1994A  5.75%                    2004 @ 102                              
              Due 7/1/2014.................................................          Aaa*  2009 @ 100 S.F.           276,375       
      100,000 Jones County, Georgia, School District, Unlimited                                                                    
              Tax-General Obligation Bonds (AMBAC Indemnity Insured) **                    2006 @ 102                              
              5.30% Due 1/1/2015...........................................            AAA 2011 @ 100 S.F.           100,500       
     500,000  Gordon County, Georgia, Hospital Authority, Hospital Revenue                                                         
              Anticipation Certificates (Adventist Health) MBIA Insured                    2005 @ 102                              
              #5.50% Due 11/15/2015........................................           AAA  2011 @ 100 S.F.           505,465       
     250,000  Forsyth County, Georgia, School District, General                                                                    
              Obligation-Unlimited Tax Bonds, Series 1995 (MBIA Insured)                   2005 @ 102                              
              5.55% Due 7/1/2016...........................................           AAA  2013 @ 100 S.F.           256,587       
     250,000  Metropolitan Atlanta Rapid Transit Authority (Georgia) Sales                                                         
              Tax Revenue Bonds (Second Indenture Series) Series 1993A                                                             
              (AMBAC Indemnity Insured)   5.125%  Due 7/1/2018.............           AAA  2003 @ 102                245,525       
     495,000  Fulton-DeKalb Hospital Authority (Georgia) Hospital Revenue                                                          
              Refunding Certificates, Series 1993 (MBIA Insured)   #5.50%                  2003 @ 102                              
              Due 1/1/2020.................................................           AAA  2013 @ 100 S.F.           497,475       
     500,000  Chatham County, Georgia, School District, General Obligation                                                         
              Refunding Bonds, Series 1995B (FGIC Insured)   #5.50% Due                    2004 @ 101                              
              8/1/2020.....................................................           AAA  2017 @ 100 S.F.           505,000       
     500,000  Atlanta, Georgia, Water and Sewer Revenue Bonds, Series 1993                 2004 @ 102                              
                #4.75% Due 1/1/2023........................................           AA-  2019 @ 100 S.F.           463,205       
      90,000  Georgia Municipal Electric Authority, Power Revenue Bonds,                                                           
              Series 1994EE (AMBAC Indemnity Insured)   #5.50% Due 1/1/2026           AAA  2004 @ 100                 89,792       
$   3,085,000                                                                                                  $   3,000,418       
</TABLE>

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

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





MICHIGAN IM-IT TRUST 

General. The Michigan IM-IT Trust consists of 8 issues of Securities. Four 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, 4 (36%); Health
Care, 1 (17%); Transportation, 1 (17%); Water and Sewer, 1 (16%) and General
Purpose, 1 (14%). 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, P.L.C., 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-     
Per Unit Information:                                                   Monthly      Annual    
<S>                                                                     <C>          <C>        
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     51.73  $    51.73 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.35  $     1.91 
 Less: Annual Premium on Portfolio Insurance per Unit..................          --          -- 
 Estimated Net Annual Interest Income per Unit......................... $     49.38  $    49.82 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     49.38  $    49.82 
 Divided by 12 and 2, respectively..................................... $      4.12  $    24.91 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .13717  $   .13840 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        4.94%       4.98%
Estimated Long-Term Return <F2><F3><F4>................................        4.92%       4.97%
Estimated Initial Monthly Distribution (January 1996).................. $      1.78             
Estimated Initial Semi-annual Distribution (January 1996)..............              $     1.80 
Estimated Normal Distribution per Unit <F4>............................ $      4.12  $    24.91 
</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    
                                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 January 15, 1996                                                   

<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>
MICHIGAN INSURED MUNICIPALS INCOME TRUST SERIES 134
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                              Offering             
                                                                                                              Price To             
                                                                                                              Michigan             
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of                    Redemption         IM-IT                
              either Bonds Deposited or Bonds Contracted for<F1><F5>        Rating<F2>     Feature<F3>        Trust<F4>            
<S>           <C>                                                           <C>            <C>                <C> 
$    500,000  Michigan Hospital Finance Authority, Hospital Revenue                                                                
              Refunding Bonds (Port Huron Hospital Obligated Group) Series                 2005 @ 102                              
              1995 (FSA Insured)  #5.50% Due 7/1/2015......................           AAA  2013 @ 100 S.F.    $     500,000        
     150,000  Imlay City Community Schools, Lapeer County, Michigan,                                                               
              Unlimited Tax-General Obligation Refunding Bonds,   Series                   2006 @ 100                              
              1994 (AMBAC Indemnity Insured)  #5.40% Due 5/1/2017..........           AAA  2015 @ 100 S.F.          149,250        
     425,000  Michigan Municipal Bond Authority, Local Government Loan                                                             
              Program Revenue Bonds, Series 1995B (AMBAC   Indemnity                       2005 @ 102                              
              Insured)  #5.375% Due 11/1/2017..............................           AAA  2011 @ 100 S.F.          420,385        
     150,000  Okemos Public Schools, County of Ingham, Michigan, 1993                                                              
              Refunding Bonds (General Obligation-Unlimited Tax)   MBIA                                                            
              Insured  #0.00% Due 5/1/2018.................................           AAA                            43,261 <F6>
     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.          510,575        
     300,000  Holly Area School District, County of Oakland, Michigan,                                                             
              1995 School Building and Site Bonds (General                                 2005 @ 101                              
              Obligation-Unlimited Tax) FGIC Insured  #5.625% Due 5/1/2025.           AAA  2021 @ 100 S.F.          303,870        
     500,000  Paw Paw Public School District, County of Van Buren,                                                                 
              Michigan, 1995 School Building and Site Bonds (General                       2005 @ 100                              
              Obligation-Unlimited Tax) FGIC Insured   #5.625% Due 5/1/2025           AAA  2016 @ 100 S.F.          506,995        
     500,000  City of Detroit, Michigan, Water Supply System Revenue                                                               
              Bonds, Second Lien Bonds, Series 1995A (MBIA Insured)                                                                
              #5.50% Due 7/1/2025..........................................           AAA  2005 @ 101               501,415        
$   3,025,000                                                                                                 $   2,935,751        
</TABLE>

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

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





NEW YORK IM-IT INTERMEDIATE LADDERED MATURITY TRUST 

General. The New York IM-IT Intermediate Laddered Maturity Trust consists of
12 issues of Securities. One of the Bonds in the New York IM-IT Intermediate
Laddered Maturity Trust is a general obligation of the governmental entity
issuing it and is backed by the taxing power thereof. The remaining issues are
payable from the income of a specific project or authority and are not
supported by the issuer's power to levy taxes. These issues are divided by
purpose of issues (and percentage of principal amount to total New York IM-IT
Intermediate Laddered Maturity Trust) as follows: Health Care, 4 (32%); Higher
Education, 2 (19%); Water and Sewer, 1 (19%); Other Care, 2 (17%); General
Obligations, 1 (5%); Public Education, 1 (5%) and Transportation, 1 (3%). No
Bond issue has received a provisional rating. All of the obligations in the
New York IM-IT Intermediate Laddered Maturity Trust mature within 5-10 years
of the Date of Deposit. Commencing in approximately the fifth year of the
Trust, roughly 20% of the Bonds contained in the Trust will mature each year.
The dollar weighted average maturity of the Bonds in the Trust is 6.45 years. 

Risk Factors. A resident of New York State (or New York City) will be subject
to New York State (or New York City) personal income tax with respect to gains
realized when New York Obligations held in the New York IM-IT Intermediate
Laddered Maturity Trust are sold, redeemed or paid at maturity or when his
Units are sold or redeemed, such gain will equal the proceeds of sale,
redemption or payment less the tax basis of the New York Obligation or Unit
(adjusted to reflect (a) the amortization of premium or discount, if any, on
New York Obligations held in the Trust, (b) accrued original issue discount,
with respect to each New York Obligation which, at the time the New York
Obligation was issued had original issue discount, and (c) the deposit of New
York Obligations with accrued interest in the Trust after the Unitholder's
settlement date). 

Interest or gain from the New York IM-IT Intermediate Laddered Maturity Trust
derived by a Unitholder who is not a resident of New York State (or New York
City) will not be subject to New York State (or New York City) personal income
tax, unless the Units are property employed in a business, trade, profession
or occupation carried on in New York State (or New York City). 

Amounts paid on defaulted New York Obligations held by the Trustee under
policies of insurance issued with respect to such New York Obligations will be
excludable from income for New York State and New York City income tax
purposes, if and to the same extent as, such interest would have been
excludable if paid by the respective issuer. 

For purposes of the New York State and New York City franchise tax on
corporations, Unitholders which are subject to such tax will be required to
include in their entire net income any interest or gains distributed to them
even though distributed in respect of New York obligations. 

If borrowed funds are used to purchase Units in the Trust, all (or part) of
the interest on such indebtedness will not be deductible for New York State
and New York City tax purposes. The purchase of Units may be considered to
have been made with borrowed funds even though such funds are not directly
traceable to the purchase of Units in any New York Trust. 

The Portfolio of the New York IM-IT Intermediate Laddered Maturity Trust
includes obligations issued by New York State (the "State"), by its
various public bodies (the "Agencies"), and/or by other entities
located within the State, including the City of New York (the "City"). 

Some of the more significant events relating to the financial situation in New
York are summarized below. This section provides only a brief summary of the
complex factors affecting the financial situation in New York and is based in
part on Official Statements issued by, and on other information reported by
the State, the City and the Agencies in connection with the issuance of their
respective securities. 

There can be no assurance that future statewide or regional economic
difficulties, and the resulting impact on State or local government finances
generally, will not adversely affect the market value of New York 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. 

The State has historically been one of the wealthiest states in the nation.
For decades, however, the State economy has grown more slowly than that of the
nation as a whole, gradually eroding the State's relative economic affluence.
Statewide, urban centers have experienced significant changes involving
migration of the more affluent to the suburbs and an influx of generally less
affluent residents. Regionally, the older Northeast cities have suffered
because of the relative success that the South and the West have had in
attracting people and business. The City has also had to face greater
competition as other major cities have developed financial and business
capabilities which make them less dependent on the specialized services
traditionally available almost exclusively in the City. 

The State has for many years had a very high state and local tax burden
relative to other states. The burden of State and local taxation, in
combination with the many other causes of regional economic dislocation, has
contributed to the decisions of some businesses and individuals to relocate
outside, or not locate within, the State. 

A national recession commenced in mid-1990. The downturn continued throughout
the State's 1990-91 fiscal year and was followed by a period of weak economic
growth during the 1991 calendar year. For calendar year 1992, the national
economy continued to recover, although at a rate below all post-war
recoveries. For calendar year 1993, the economy is expected to grow faster
than 1992, but still at a very moderate rate, as compared to other recoveries.
The national recession has been more severe in the State because of factors
such as a significant retrenchment in the financial services industry,
cutbacks in defense spending, and an overbuilt real estate market. 

1993-94 Fiscal Year. On April 5, 1993, the State Legislature approved a $32.08
billion budget. Following enactment of the budget the 1993-94 State Financial
Plan was formulated on April 16, 1993. This Plan projects General Fund
receipts and transfers from other funds at $32.367 billion and disbursements
and transfers to other funds at $32.300 billion. In comparison to the
Governor's recommended Executive Budget for the 1993-94 fiscal year, as
revised on February 18, 1993, the 1993-94 State Financial Plan reflects
increases in both receipts and disbursements in the General Fund of $811
million. 

While a portion of the increased receipts was the result of a $487 million
increase in the State's 1992-93 positive year-end margin at March 31, 1993 to
$671 million, the balance of such increased receipts is based upon (i) a
projected $269 million increase in receipts resulting from improved 1992-93
results and the expectation of an improving economy, (ii) projected additional
payments of $200 million from the Federal government as reimbursements for
indigent medical care, (iii) the early payment of $50 million of personal tax
returns in 1992-93 which otherwise would have been paid in 1993-94; offset by
(iv) the State Legislature's failure to enact $195 million of additional
revenue-raising recommendations proposed by the Governor. There can be no
assurances that all of the projected receipts referred to above will be
received. 

Despite the $811 million increase in disbursements included in the 1993-94
State Financial Plan, a reduction in aid to some local government units can be
expected. To offset a portion of such reductions, the 1993-94 State Financial
Plan contains a package of mandate relief, cost containment and other
proposals to reduce the costs of many programs for which local governments
provide funding. There can be no assurance, however, that localities that
suffer cuts will not be adversely affected, leading to further requests for
State financial assistance. 

There can be no assurance that the State will not face substantial potential
budget gaps in the future resulting from a significant disparity between tax
revenues projected from a lower recurring receipts base and the spending
required to maintain State programs at current levels. To address any
potential budgetary imbalance, the State may need to take significant actions
to align recurring receipts and disbursements. 

1992-93 Fiscal Year. Before giving effect to a 1992-93 year-end deposit to the
refund reserve account of $671 million, General Fund receipts in 1992-93 would
have been $716 million higher than originally projected. This year-end deposit
effectively reduced 1992-93 receipts by $671 million and made those receipts
available for 1993-94. 

The State's favorable performance primarily resulted from income tax
collections that were $700 million higher than projected which reflected both
stronger economic activity and tax-induced one-time acceleration of income
into 1992. In other areas larger than projected business tax collections and
unbudgeted receipts offset the loss of $200 million of anticipated Federal
reimbursement and losses of, or shortfalls in, other projected revenue
sources. 

For 1992-93, disbursements and transfers to other funds (including the deposit
to the refund reserve account discussed above) totalled $30.829 billion, an
increase of $45 million above projections in April 1992. 

Fiscal year 1992-93 was the first time in four years that the State did not
incur a cash-basis operating deficit in the General Fund requiring the
issuance of deficit notes or other bonds, spending cuts or other revenue
raising measures. 

Indebtedness. As of March 31, 1993, the total amount of long-term State
general obligation debt authorized but unissued stood at $2.4 billion. As of
the same date, the State had approximately $5.4 billion in general obligation
bonds. The State issued $850 million in tax and revenue anticipation notes
("TRANS") on April 28, 1993. The State does not project the need to
issue additional TRANS during the State's 1993-94 fiscal year. 

The State projects that its borrowings for capital purposes during the State's
1993-94 fiscal year will consist of $460 million in general obligation bonds
and $140 million in new commercial paper issuances. In addition, the State
expects to issue $140 million in bonds for the purpose of redeeming
outstanding bond anticipation notes. The Legislature has authorized the
issuance of up to $85 million in certificates of participation during the
State's 1993-94 fiscal year for personal and real property acquisitions during
the State's 1993-94 fiscal year. The projection of the State regarding its
borrowings for the 1993-94 fiscal year may change if actual receipts fall
short of State projections or if other circumstances require. 

In June 1990, legislation was enacted creating the "New York Local
Government Assistance Corporation" ("LGAC"), a public benefit
corporation empowered to issue long-term obligations to fund certain payments
to local governments traditionally funded through the State's annual seasonal
borrowing. To date, LGAC has issued its bonds to provide net proceeds of $3.28
billion. LGAC has been authorized to issue additional bonds to provide net
proceeds of $703 million during the State's 1993-94 fiscal year. 

Ratings. The $850 million in TRANS issued by the State in April 1993 were
rated SP-1-Plus by S&P on April 26, 1993, and MIG-1 by Moody's on April 23,
1993, which represents the highest ratings given by such agencies and the
first time the State's TRANS have received these ratings since its May 1989
TRANS issuance. Both agencies cited the State's improved fiscal position as a
significant factor in the upgrading of the April 1993 TRANS. 

Moody's rating of the State's general obligation bonds stood at A on April 23,
1993, and S&P's rating stood at A- with a stable outlook on April 26, 1993, an
improvement from S&P's negative outlook prior to April 1993. Previously,
Moody's lowered its rating to A on June 6, 1990, its rating having been A1
since May 27, 1986. S&P lowered its rating from A to A- on January 13, 1992.
S&P's previous ratings were A from March 1990 to January 1992, AA- from August
1987 to March 1990 and A+ from November 1982 to August 1987. 

Moody's, in confirming its rating of the State's general obligation bonds, and
S&P, in improving its outlook on such bonds from negative to stable, noted the
State's improved fiscal condition and reasonable revenue assumptions contained
in the 1993-94 State budget. 

The City accounts for approximately 41% of the State's population and personal
income, and the City's financial health affects the State in numerous ways. 

In response to the City's fiscal crisis in 1975, the State took a number of
steps to assist the City in returning to fiscal stability. Among other
actions, the State Legislature (i) created MAC to assist with long-term
financing for the City's short-term debt and other cash requirements and (ii)
created the State Financial Control Board (the "Control Board") to
review and approve the City's budgets and City four-year financial plans (the
financial plans also apply to certain City-related public agencies (the "
Covered Organizations").

In February 1975, the New York State Urban Development Corporation ("
UDC"), which had approximately $1 billion of outstanding debt, defaulted
on certain of its short-term notes. Shortly after the UDC default, the City
entered a period of financial crisis. Both the State Legislature and the
United States Congress enacted legislation in response to this crisis. During
1975, the State Legislature (i) created MAC to assist with long-term financing
for the City's short-term debt and other cash requirements and (ii) created
the State Financial Control Board (the "Control Board") to review and
approve the City's budgets and City four-year financial plans (the financial
plans also apply to certain City-related public agencies (the "Covered
Organizations")). 

Over the past three years, the rate of economic growth in the City has slowed
substantially, and the City's economy is currently in recession. The City
projects, and its current four-year financial plan assumes, a recovery early
in the 1993 calendar year. The Mayor is responsible for preparing the City's
four-year financial plan, including the City's current financial plan. The
City Comptroller has issued reports concluding that the recession of the
City's economy will be more severe and last longer than is assumed in the
financial plan. 

Fiscal Year 1993 and 1993-1996 Financial Plan. The City's 1993 fiscal year
results are projected to be balanced in accordance with generally accepted
accounting principles ("GAAP"). The City was required to close
substantial budget gaps in its 1990, 1991 and 1992 fiscal years in order to
maintain balanced operating results. 

The City's modified Financial Plan dated February 9, 1993 covering fiscal
years 1993-1996 projects budget gaps for 1994 through 1996. The Office of the
State Deputy Controller for the City of New York has estimated that under the
modified Financial Plan budget gaps will be $102 million for fiscal year 1994,
$196 million for fiscal year 1995 and $354 million for fiscal year 1996,
primarily due to anticipated higher spending on labor costs. 

However, the City's modified Plan is dependent upon a gap-closing program,
certain elements of which the staff of Control Board identified on March 25,
1993 to be at risk due to projected levels of State and Federal aid and
revenue and expenditures estimates which may not be achievable. The Control
Board indicated that the City's modified Financial Plan does not make progress
towards establishing a balanced budget process. The Control Board's report
identified budget gap risks of $1.0 billion, $1.9 billion, $2.3 billion and
$2.6 billion in fiscal years 1994 through 1997, respectively. 

On June 3, 1993, the Mayor announced that State and federal aid for Fiscal
Year 1993-1994 would be $280 million less than projected and that in order to
balance the City's budget $176 million of previously announced contingent
budget cuts would be imposed. The Mayor indicated that further savings would
entail serious reductions in services. The State Comptroller on June 14, 1993
criticized efforts by the Mayor and City Council to balance the City's budget
which rely primarily on one-shot revenues. The Comptroller added that the
City's budget should be based on "recurring revenues that fund recurring
expenditures." Given the foregoing factors, there can be no assurance that
the City will continue to maintain a balanced budget, or that it can maintain
a balanced budget without additional tax or other revenue increases or
reductions in City services, which could adversely affect the City's economic
base. 

Pursuant to State law, the City prepares a four-year annual financial plan,
which is reviewed and revised on a quarterly basis and which includes the
City's capital, revenue and expense projections. The City is required to
submit its financial plans to review bodies, including the Control Board. If
the City were to experience certain adverse financial circumstances, including
the occurrence or the substantial likelihood and imminence of the occurrence
of an annual operating deficit of more than $100 million or the loss of access
to the public credit markets to satisfy the City's capital and seasonal
financial requirements, the Control Board would be required by State law to
exercise certain powers, including prior approval of City financial plans,
proposed borrowings and certain contracts. 

The City depends on the State for State aid both to enable the City to balance
its budget and to meet its cash requirements. As a result of the national and
regional economic recession, the State's projections of tax revenues for its
1991 and 1992 fiscal years were substantially reduced. For its 1993 fiscal
year, the State, before taking any remedial action reflected in the State
budget enacted by the State Legislature on April 2, 1992 reported a potential
budget deficit of $4.8 billion. If the State experiences revenue shortfalls or
spending increases beyond its projections during its 1993 fiscal year or
subsequent years, such developments could also result in reductions in
projected State aid to the City. In addition, there can be no assurance that
State budgets in future fiscal years will be adopted by the April 1 statutory
deadline and that there will not be adverse effects on the City's cash flow
and additional City expenditures as a result of such delays. 

The City's projections set forth in its financial plan are based on various
assumptions and contingencies which are uncertain and which may not
materialize. Changes in major assumptions could significantly affect the
City's ability to balance its budget as required by State law and to meet its
annual cash flow and financing requirements. Such assumptions and
contingencies include the timing of any regional and local economic recovery,
the absence of wage increases in excess of the increases assumed in its
financial plan, employment growth, provision of State and Federal aid and
mandate relief, State legislative approval of future State budgets, levels of
education expenditures as may be required by State law, adoption of future
City budgets by the New York City Council, and approval by the Governor or the
State Legislature and the cooperation of MAC with respect to various other
actions proposed in such financial plan. 

The City's ability to maintain a balanced operating budget is dependent on
whether it can implement necessary service and personnel reduction programs
successfully. As discussed above, the City must identify additional
expenditure reductions and revenue sources to achieve balanced operating
budgets for fiscal years 1994 and thereafter. Any such proposed expenditure
reductions will be difficult to implement because of their size and the
substantial expenditure reductions already imposed on City operations in the
past two years. 

Attaining a balanced budget is also dependent upon the City's ability to
market its securities successfully in the public credit markets. The City's
financing program for fiscal years 1993 through 1996 contemplates issuance of
$15.7 billion of general obligation bonds primarily to reconstruct and
rehabilitate the City's infrastructure and physical assets and to make capital
investments. A significant portion of such bond financing is used to reimburse
the City's general fund for capital expenditures already incurred. In
addition, the City issues revenue and tax anticipation notes to finance its
seasonal working capital requirements. The terms and success of projected
public sales of City general obligation bonds and notes will be subject to
prevailing market conditions at the time of the sale, and no assurance can be
given that the credit markets will absorb the projected amounts of public bond
and note sales. In addition, future developments concerning the City and
public discussion of such developments, the City's future financial needs and
other issues may affect the market for outstanding City general obligation
bonds and notes. If the City were unable to sell its general obligation bonds
and notes, it would be prevented from meeting its planned operating and
capital expenditures. 

The City Comptroller, the staff of the Control Board, the Office of the State
Deputy Comptroller for the City of New York (the "OSDC") and other
agencies and public officials have issued reports and made public statements
which, among other things, state that projected revenues may be less and
future expenditures may be greater than those forecast in the financial plan.
In addition, the Control Board and other agencies have questioned whether the
City has the capacity to generate sufficient revenues in the future to meet
the costs of its expenditure increases and to provide necessary services. It
is reasonable to expect that such reports and statements will continue to be
issued and to engender public comment. 

Fiscal Years 1990, 1991 and 1992. The City achieved balanced operating results
as reported in accordance with GAAP for the 1992 fiscal year. During the 1990
and 1991 fiscal years, the City implemented various actions to offset a
projected budget deficit of $3.2 billion for the 1991 fiscal year, which
resulted from declines in City revenue sources and increased public assistance
needs due to the recession. Such actions included $822 million of tax
increases and substantial expenditure reductions. 

The quarterly modification to the City's financial plan submitted to the
Control Board on May 7, 1992 (the "1992 Modification") projected a
balanced budget in accordance with GAAP for the 1992 fiscal year after taking
into account a discretionary transfer of $455 million to the 1993 fiscal year
as the result of a 1992 fiscal year surplus. In order to achieve a balanced
budget for the 1992 fiscal year, during the 1991 fiscal year, the City
proposed various actions for the 1992 fiscal year to close a projected gap of
$3.3 billion in the 1992 fiscal year. 

On November 19, 1992, the City submitted to the Control Board the Financial
Plan for the 1993 through 1996 fiscal years, which is a modification to a
financial plan submitted to the Control Board on June 11, 1992 (the "June
Financial Plan"), and which relates to the City, the Board of Education
("BOE") and the City University of New York ("CUNY"). The
1993-1996 Financial Plan projects revenues and expenditures of $29.9 billion
each for the 1993 fiscal year balanced in accordance with GAAP. 

During the 1992 fiscal year, the City proposed various actions to close a
previously projected gap of approximately $1.2 billion for the 1993 fiscal
year. The gap-closing actions for the 1993 fiscal year proposed during the
1992 fiscal year and outlined in the City's June Financial Plan included $489
million of discretionary transfers from the 1992 fiscal year. The 1993-1996
City Financial Plan includes additional gap-closing actions to offset an
additional potential $81 million budget gap. 

The 1993-1996 Financial Plan also sets forth projections and outlines a
proposed gap-closing program for the 1994 through 1996 fiscal years to close
projected budget gaps of $1.7 billion, $2.0 billion and $2.6 billion,
respectively, in the 1994 through 1996 fiscal years. On February 9, 1993, the
City issued a modification to the 1993-1996 Financial Plan (the "February
Modification"). The February Modification projects budget gaps for fiscal
years 1994, 1995 and 1996 of $2.1 billion, $3.1 billion and $3.8 billion,
respectively. 

Various actions proposed in the 1993-1996 Financial Plan are subject to
approval by the Governor and approval by the State Legislature, and the
proposed increase in Federal aid is subject to approval by Congress and the
President. The State Legislature has in the past failed to approve certain
proposals similar to those that the 1993-1996 Financial Plan assumes will be
approved by the State Legislature during the 1993 fiscal year. If these
actions cannot be implemented, the City will be required to take other actions
to decrease expenditures or increase revenues to maintain a balanced financial
plan. 

On March 9, 1993, OSDC issued a report on the February Modification. The
report expressed concern that the budget gaps projected for fiscal years 1994
through 1996 are the largest the City has faced at this point in the financial
planning cycle in at least a decade, and concluded that the February
Modification represented a step backward in the City's efforts to bring
recurring revenues into line with recurring expenditures. 

The City is a defendant in a significant number of lawsuits. Such litigation
includes, but is not limited to, actions commenced and claims asserted against
the City arising out of alleged constitutional violations, torts, breaches of
contracts, and other violations of law and condemnation proceedings. While the
ultimate outcome and fiscal impact, if any, on the proceedings and claims are
not currently predictable, adverse determinations in certain of them might
have a material adverse effect upon the City's ability to carry out its
financial plan. As of June 30, 1992, legal claims in excess of $341 billion
were outstanding against the City for which the City estimated its potential
future liability to be $2.3 billion. 

As of the date of this prospectus, Moody's rating of the City's general
obligation bonds stood at Baa1 and S&P's rating stood at A-. On February 11,
1991, Moody's had lowered its rating from A. 

On March 30, 1993, in confirming its Baa1 rating, Moody's noted that: 

The financial plan for fiscal year 1994 and beyond shows an ongoing imbalance
between the City's expenditures and revenues. The key indication of this
structural imbalance is not necessarily the presence of sizable out-year
budget gaps, but the recurring use of one-shot actions to close gaps.
One-shots constitute a significant share of the proposed gap-closing program
for fiscal year 1994, and they represent an even larger share of those
measures which the City seems reasonably certain to attain. Several major
elements of the program, including certain state actions, federal counter
cyclical aid and part of the city's tax package, remain uncertain. However,
the gap closing plan may be substantially altered when the executive budget is
offered later this spring. 

On March 30, 1993, S&P affirmed its A- rating with a negative outlook, stating
that: 

The City's key credit factors are marked by a high and growing debt burden,
and taxation levels that are relatively high, but stable. The City's economy
is broad-based and diverse, but currently is in prolonged recession, with slow
growth prospects for the foreseeable future. 

The rating outlook is negative, reflecting the continued fiscal pressure
facing the City, driven by continued weakness in the local economy, rising
spending pressures for education and labor costs of city employees, and
increasing costs associated with rising debt for capital construction and
repair. 

The current financial plan for the City assumes substantial increases in aid
from national and state governments. Maintenance of the current rating, and
stabilization of the rating outlook, will depend on the City's success in
realizing budgetary aid from these governments, or replacing those revenues
with ongoing revenue-raising measures or spending reductions under the City's
control. However, increased reliance on non-recurring budget balancing
measures that would support current spending, but defer budgetary gaps to
future years, would be viewed by S&P as detrimental to New York City's
single-'A-' rating. 

Previously, Moody's had raised its rating to A in May, 1988, to Baa1 in
December, 1985, to Baa in November, 1983 and to Ba1 in November, 1981. S&P had
raised its rating to A- in November, 1987, to BBB+ in July, 1985 and to BBB in
March, 1981. 

On May 9, 1990, Moody's revised downward its rating on outstanding City
revenue anticipation notes from MIG-1 to MIG-2 and rated the $900 million
Notes then being sold MIG-2. On April 30, 1991 Moody's confirmed its MIG-2
rating for the outstanding revenue anticipation notes and for the $1.25
billion in notes then being sold. On April 29, 1991, S&P revised downward its
rating on City revenue anticipation notes from SP-1 to SP-2. 

As of December 31, 1992, the City and MAC had, respectively, $20.3 billion and
$4.7 billion of outstanding net long-term indebtedness. 

Certain Agencies of the State have faced substantial financial difficulties
which could adversely affect the ability of such Agencies to make payments of
interest on, and principal amounts of, their respective bonds. The
difficulties have in certain instances caused the State (under so-called "
moral obligation" provisions which are non-binding statutory provisions
for State appropriations to maintain various debt service reserve funds) to
appropriate funds on behalf of the Agencies. Moreover, it is expected that the
problems faced by these Agencies will continue and will require increasing
amounts of State assistance in future years. Failure of the State to
appropriate necessary amounts or to take other action to permit those Agencies
having financial difficulties to meet their obligations could result in a
default by one or more of the Agencies. Such default, if it were to occur,
would be likely to have a significant adverse effect on investor confidence
in, and therefore the market price of, obligations of the defaulting Agencies.
In addition, any default in payment on any general obligation of any Agency
whose bonds contain a moral obligation provision could constitute a failure of
certain conditions that must be satisfied in connection with Federal
guarantees of City and MAC obligations and could thus jeopardize the City's
long-term financing plans. 

As of September 30, 1992, the State reported that there were eighteen Agencies
that each had outstanding debt of $100 million or more. These eighteen
Agencies had an aggregate of $62.2 billion of outstanding debt, including
refunding bonds, of which the State was obligated under lease-purchase,
contractual obligation or moral obligation provisions on $25.3 billion. 

The State is a defendant in numerous legal proceedings pertaining to matters
incidental to the performance of routine governmental operations. Such
litigation includes, but is not limited to, claims asserted against the State
arising from alleged torts, alleged breaches of contracts, condemnation
proceedings and other alleged violations of State and Federal laws. Included
in the State's outstanding litigation are a number of cases challenging the
constitutionality or the adequacy and effectiveness of a variety of
significant social welfare programs primarily involving the State's mental
hygiene programs. Adverse judgments in these matters generally could result in
injunctive relief coupled with prospective changes in patient care which could
require substantial increased financing of the litigated programs in the
future. 

The State is also engaged in a variety of claims wherein significant monetary
damages are sought. Actions commenced by several Indian nations claim that
significant amounts of land were unconstitutionally taken from the Indians in
violation of various treaties and agreements during the eighteenth and
nineteenth centuries. The claimants seek recovery of approximately six million
acres of land as well as compensatory and punitive damages. 

The U.S. Supreme Court on March 30, 1993 referred to a Special Master for
determination of damages in an action by the State of Delaware to recover
certain unclaimed dividends, interest and other distributions made by issuers
of securities held by New York based-brokers incorporated in Delaware. (State
of Delaware v. State of New York.) The State had taken such unclaimed property
under its Abandoned Property Law. The State expects that it may pay a
significant amount in damages during fiscal year 1993-94 but it has indicated
that it has sufficient funds on hand to pay any such award, including funds
held in contingency reserves. The State's 1993-94 Financial Plan includes the
establishment of a $100 million contingency reserve fund which would be
available to fund such an award which some reports have estimated at $100-$800
million. 

In Schulz v. State of New York, commenced May 24, 1993 ("Schulz 1993" 
), petitioners have challenged the constitutionality of mass transportation
bonding programs of the New York State Thruway Authority and the Metropolitan
Transportation Authority. On May 24, 1993, the Supreme Court, Albany County,
temporarily enjoined the State from implementing those bonding programs. In
previous actions Mr. Schulz and others have challenged on similar grounds
bonding programs for the New York State Urban Development Corporation and the
New York Local Government Assistance Corporation. While there have been no
decisions on the merits in such previous actions, by an opinion dated May 11,
1993, the New York Court of Appeals held in a proceeding commenced on April
29, 1991 in the Supreme Court, Albany County (Schulz v. State of New York),
that petitioners had standing as voters under the State Constitution to bring
such action. 

Petitioners in Schulz 1993 have asserted that issuance of bonds by the two
Authorities is subject to approval by statewide referendum. At this time there
can be no forecast of the likelihood of success on the merits by the
petitioners, but a decision upholding this constitutional challenge could
restrict and limit the ability of the State and its instrumentalities to
borrow funds in the future. The State has not indicated that the temporary
injunction issued by the Supreme Court in this action will have any immediate
impact on its financial condition or interfere with projects requiring
immediate action. 

Adverse developments in the foregoing proceedings or new proceedings could
adversely affect the financial condition of the State in the future. 

Certain localities in addition to New York City could have financial problems
leading to requests for additional State assistance. Both the Revised
1992-1993 State Financial Plan and the recommended 1993-94 State Financial
Plan includes a significant reduction in State aid to localities in such
programs as revenue sharing and aid to education from projected base-line
growth in such programs. It is expected that such reductions will result in
the need for localities to reduce their spending or increase their revenues.
The potential impact on the State of such actions by localities is not
included in projections of State receipts and expenditures in the State's
1993-94 fiscal year. 

Fiscal difficulties experienced by the City of Yonkers ("Yonkers")
resulted in the creation of the Financial Control Board for the City of
Yonkers (the "Yonkers Board") by the State in 1984. The Yonkers Board
is charged with oversight of the fiscal affairs of Yonkers. Future actions
taken by the Governor or the State Legislature to assist Yonkers could result
in allocation of State resources in amounts that cannot yet be determined. 

Municipalities and school districts have engaged in substantial short-term and
long-term borrowings. In 1991, the total indebtedness of all localities in the
State was approximately $31.6 billion, of which $16.8 billion was debt of New
York City (excluding $6.7 billion in MAC debt). State law requires the
Comptroller to review and make recommendations concerning the budgets of those
local government units other than New York City authorized by State law to
issue debt to finance deficits during the period that such deficit financing
is outstanding. Fifteen localities had outstanding indebtedness for state
financing at the close of their fiscal year ending in 1991. In 1992, an
unusually large number of local government units requested authorization for
deficit financings. According to the Comptroller, ten local government units
have been authorized to issue deficit financing in the aggregate amount of
$131.1 million. 

Certain proposed Federal expenditure reductions could reduce, or in some cases
eliminate, Federal funding of some local programs and accordingly might impose
substantial increased expenditure requirements on affected localities. If the
State, New York City or any of the Agencies were to suffer serious financial
difficulties jeopardizing their respective access to the public credit
markets, the marketability of notes and bonds issued by localities within the
State, including notes or bonds in the New York IM-IT Intermediate Laddered
Maturity Trust, could be adversely affected. Localities also face anticipated
and potential problems resulting from certain pending litigation, judicial
decisions, and long-range economic trends. The longer-range potential problems
of declining urban population, increasing expenditures, and other economic
trends could adversely affect localities and require increasing State
assistance in the future. 

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

In the opinion of Tanner Propp & Farber, special counsel to the Fund for New
York tax matters, under existing New York law: 

The New York IM-IT Intermediate Laddered Maturity Trust is not an association
taxable as a corporation and the income of the New York IM-IT Intermediate
Laddered Maturity Trust will be treated as the income of the Unitholders under
the income tax laws of the State and City of New York. Individuals who reside
in New York State or City will not be subject to State and City tax on
interest income which is exempt from Federal income tax under section 103 of
the Internal Revenue Code of 1986 and derived from obligations of New York
State or a political subdivision thereof, although they will be subject to New
York State and City tax with respect to any gains realized when such
obligations are sold, redeemed or paid at maturity or when any such Units are
sold or redeemed.



<TABLE>
<CAPTION>
                                                                                         Semi-     
Per Unit Information:                                                       Monthly      Annual    
<S>                                                                         <C>          <C>        
Calculation of Estimated Net Annual Unit Income <F1>:                                               
 Estimated Annual Interest Income per Unit................................. $     43.57  $    43.57 
 Less: Estimated Annual Expense per Unit <F2>.............................. $      2.23  $     1.77 
 Less: Annual Premium on Portfolio Insurance per Unit......................          --          -- 
 Estimated Net Annual Interest Income per Unit............................. $     41.34  $    41.80 
Calculation of Estimated Interest Earnings per Unit:                                                
 Estimated Net Annual Interest Income per Unit............................. $     41.34  $    41.80 
 Divided by 12 and 2, respectively......................................... $      3.45  $    20.90 
Estimated Daily Rate of Net Interest Accrual per Unit...................... $    .11484  $   .11612 
Estimated Current Return Based on Public Offering Price <F1><F3><F4><F5>...        4.07%       4.11%
Estimated Long-Term Return <F3><F4><F5>....................................        3.85%       3.90%
Estimated Initial Monthly Distribution (January 1996)...................... $      1.49             
Estimated Initial Semi-annual Distribution (May 1996)......................              $    15.44 
Estimated Normal Distribution per Unit <F5>................................ $      3.45  $    20.90 
</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    
                                New York IM-IT Intermediate Laddered Maturity 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 January 15, 1996                                                       

<FN>
<F1>During the first year the Trustee will reduce its fee by approximately $.07
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 $43.64. Estimated Annual Expense
per Unit (excluding insurance) will be increased to $2.30 and $1.84 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>
NEW YORK INTERMEDIATE LADDERED MATURITY SERIES 17
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                               Offering            
                                                                                                               Price To            
                                                                                                               New York            
                                                                                                               IM-IT               
                                                                                                               Intermediate        
                                                                                                               Laddered            
Aggregate     Name of Issuer, Title, Interest Rate and Maturity Date of either                 Redemption      Maturity            
              Bonds Deposited or Bonds Contracted for<F1><F5>                   Rating<F2>     Feature<F3>     Trust<F4>           
<S>           <C>                                                               <C>            <C>             <C>
$    500,000  Dormitory Authority of the State of New York, City University                                                        
              System Consolidated Revenue Bonds, Series 1995B   (AMBAC                                                             
              Indemnity Insured)   #4.40% Due 7/1/2000.........................           AAA                  $     501,010       
     100,000  Metropolitan Transit Authority, New York, Transportation                                                             
              Facilities Revenue Refunding Bonds, Series M (AMBAC   Indemnity                                                      
              Insured)   #4.50% Due 7/1/2000...................................           AAA                        100,612       
     600,000  Dormitory Authority of the State of New York, Ellis Hospital,                                                        
              FHA-Insured Mortgage Hospital Revenue Bonds, Series 1995 (MBIA              AAA                        501,110       
              Insured)   #500M-4.50% Due 2/1/2001  #100M-4.60% Due 2/1/2002....           AAA                        100,260       
     100,000  Dormitory Authority of the State of New York, City University                                                        
              System, Consolidated Third General Resolution Revenue Bonds,                                                         
              Series 1995-1 (AMBAC Indemnity Insured)   #4.50% Due 7/1/2001....           AAA                        100,241       
     150,000  County of Nassau, New York, General Obligation Refunding Bonds,                                                      
              Serial General Improvement Refunding Bonds,   Series 1993H (MBIA                                                     
              Insured)   #4.75% Due 6/15/2002..................................           AAA                        151,674       
     550,000  Dormitory Authority of the State of New York, The Devereux                                                           
              Foundation, Insured Revenue Bonds, Series 1995   (MBIA                      AAA                         99,717       
              Insured)**   #100M-4.50% Due 7/1/2002  #450M-4.70% Due 7/1/2004..           AAA                        448,421       
     400,000  Dormitory Authority of the State of New York, Long Beach Medical                                                     
              Center, FHA-Insured Mortgage Hospital Revenue Bonds, Series 1995                                                     
              (MBIA Insured)   #250M-4.60% Due 8/1/2002  150M-5.00% Due                   AAA                        250,695       
              2/1/2004.........................................................           AAA                        152,494       
     600,000  Suffolk County Industrial Development Agency (Suffolk County,                                                        
              New York) Southwest Sewer System Revenue Bonds,   Series 1994                                                        
              (FGIC Insured)   #4.60% Due 2/1/2003.............................           AAA                        598,158       
     150,000  Puerto Rico Public Buildings Authority, Public Education and                                                         
              Health Facilities Refunding Bonds, Series 1989-I   (FGIC                                                             
              Insured)   #0.00% Due 7/1/2004...................................           AAA                         99,600 <F6>
$   3,150,000                                                                                                  $   3,103,992       
</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". 






MARYLAND QUALITY TRUST  

General. The Maryland Quality Trust consists of 9 issues of Securities. One of
the Bonds in the Maryland Quality Trust is a general obligation of the
governmental entity issuing it and is backed by the taxing power thereof. The
remaining issues are payable from the income of a specific project or
authority and are not supported by the issuer's power to levy taxes. These
issues are divided by purpose of issues (and percentage of principal amount to
total Maryland Quality Trust) as follows: Health Care, 3 (32%); Water and
Sewer, 2 (21%); Public Building, 1 (20%); Retail Electric/Gas, 1 (13%);
General Obligations, 1 (10%) and Transportation, 1 (4%). No Bond issue has
received a provisional rating. 

Risk Factors. The public indebtedness of the State of Maryland, its
instrumentalities and its local governments is divided into three basic types.
The State, and the counties and municipalities of the State, issue general
obligation bonds for capital improvements and for various projects to the
payment of which an ad valorem property tax is exclusively pledged. 

Certain authorities of the State and certain local governments issue
obligations payable solely from specific non-tax, enterprise fund revenues and
for which the issuer has no liability and has given no moral obligation
assurance. The principal of and interest on bonds issued by these bodies are
payable solely from various sources, principally fees generated from use of
the facilities or enterprises financed by the bonds. 

The special authorities of the State and local government entities have
outstanding bonds backed exclusively by revenues derived from projects and
facilities financed by the bond issue. The holders of these bonds have no
claim against the general credit of the State or any governmental unit for the
payment of those bonds. 

There is no general debt limit imposed on the State of Maryland by the State
Constitution or public general laws, but a special committee created by
statute annually makes an estimate of the maximum amount of new general
obligation debt that the State may prudently authorize. 

There can be no assurance that particular bond issues may not be adversely
affected by changes in State or local economic or political conditions.
Investors are, therefore, advised to study with care the Portfolio for the
Maryland Quality Trust appearing elsewhere in this Prospectus and consult
their own investment advisers as to the merits of particular issues in that
Portfolio. 

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

In the opinion of Weinberg and Green, special counsel to the Fund for Maryland
tax matters, under existing Maryland income tax law applicable to taxpayers
whose income is subject to Maryland income taxation: 

(1)For Maryland State and local income tax purposes, the Maryland Quality
Trust will not be recognized as an association taxable as a corporation, but
rather as a fiduciary whose income will not be subject to Maryland State and
local income taxation. 

(2)To the extent that interest derived from the Maryland Quality Trust by a
Unitholder with respect to the obligations of the State of Maryland and its
political subdivisions is excludable from Federal gross income, such interest
will not be subject to Maryland State or local income taxes. Interest paid to
a "financial institution" will be subject to the Maryland State
franchise tax on financial institutions. 

(3)In the case of taxpayers who are individuals, Maryland presently imposes an
income tax on items of tax preference with reference to such items as defined
in the Internal Revenue Code, as amended from time to time, for purposes of
calculating the federal alternative minimum tax. Interest paid on certain
private activity bonds constitutes a tax preference item for the purpose of
calculating the federal alternative minimum tax. Accordingly, if the Maryland
Quality Trust holds such bonds, 50% of the interest on such bonds in excess of
a threshold amount is taxable in Maryland. 

(4)Capital gain, including gain realized by a Unitholder from the redemption,
sale or other disposition of a Unit, will be included in the Maryland taxable
base of Unitholders for Maryland State and local income taxation purposes.
However, Maryland defines the taxable net income of individuals as Federal
adjusted gross income with certain modifications. Likewise, the Maryland
taxable net income of corporations is Federal taxable income with certain
modifications. There is available to Maryland income taxpayers a modification
which allows those taxpayers to subtract from the Maryland taxable base the
gain included in Federal adjusted gross income or Federal taxable income, as
the case may be, which is realized from the disposition of Securities by the
Maryland Quality Trust. Consequently, by making that modification, a
Unitholder who is entitled to make the subtraction modification will not be
subject to Maryland State or local income tax with respect to gain realized
upon the disposition of Securities by the Maryland Quality Trust. Profit
realized by a "financial institution" from the sale or exchange of
Bonds will be subject to the Maryland Franchise Tax. 

These opinions relate only to the treatment of the Maryland Quality Trust and
the Units under the Maryland State and local income tax laws and Maryland
franchise tax laws. Unitholders should consult tax counsel as to other
Maryland tax consequences not specifically considered in these opinions. For
example, no opinion is expressed as to the treatment of the Units under the
Maryland inheritance and estate tax laws. 



<TABLE>
<CAPTION>
                                                                                     Semi-     
Per Unit Information:                                                   Monthly      Annual    
<S>                                                                     <C>          <C>        
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     50.68  $    50.68 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.38  $     1.89 
 Estimated Net Annual Interest Income per Unit......................... $     48.30  $    48.79 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     48.30  $    48.79 
 Divided by 12 and 2, respectively..................................... $      4.03  $    24.40 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .13416  $   .13552 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        4.83%       4.88%
Estimated Long-Term Return <F2><F3><F4>................................        4.78%       4.83%
Estimated Initial Monthly Distribution (January 1996).................. $      1.74             
Estimated Initial Semi-annual Distribution (May 1996)..................              $    18.02 
Estimated Normal Distribution per Unit <F4>............................ $      4.03  $    24.40 
</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    
                                Maryland 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 January 15, 1996


<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>
MARYLAND INVESTORS' QUALITY TAX-EXEMPT TRUST SERIES 75
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of  December 13, 1995
<CAPTION>
                                                                                                               Offering
                                                                                                               Price To
              Name of Issuer, Title, Interest Rate and Maturity                                                Maryland
              Date of either Bonds Deposited or Bonds Contracted   Standard    Rating<F2>  Redemption          Quality
Aggregate     for<F1><F5>                                          & Poor's     Moody's    Feature<F3>         Trust<F4>
<S>           <C>                                                  <C>          <C>        <C>                 <C>
$    250,000  Maryland Water Quality Finance Administration,                                                                       
              Revolving Loan Fund Refunding Revenue Bonds, Series                                                                  
              1995A   #5.50% Due 9/1/2012.........................          AA         Aa  2005 @ 100          $     254,985       
     315,000  City of Baltimore, Maryland (Mayor and City Council                                                                  
              of Baltimore) General Obligation Consolidated                                                                        
              Public Improvement Bonds, Series 1993A (AMBAC                                2003 @ 100                              
              Indemnity Insured)   #5.375% Due 10/15/2013.........         AAA        Aaa  2011 @ 100 S.F.           318,046       
     110,000  Washington, D.C., Metropolitan Area Transportation                                                                   
              Authority, Gross Revenue Transit Refunding Bonds,                            2004 @ 102                              
              Series 1993 (FGIC Insured)   #5.25% Due 7/1/2014....         AAA        Aaa  2011 @ 100 S.F.           109,902       
      65,000  Maryland Health and Higher Educational Facilities                                                                    
              Authority, Revenue Bonds (Johns Hopkins Hospital                                                                     
              Issue) Series 1990   #0.00% Due 7/1/2015............         AA-         Aa                             23,672 <F6>
     600,000  Maryland Stadium Authority, Lease Revenue Bonds                                                                      
              (Ocean City Convention Center Project)   Series                              2005 @ 101                              
              1995   #5.375%  Due 12/15/2015......................          AA         Aa  2014 @ 100 S.F.           600,324       
     375,000  City of Baltimore, Maryland, Refunding Revenue                                                                       
              Bonds (Wastewater Projects) Series 1994A (FGIC                                                                       
              Insured)   #5.00% Due 7/1/2022......................         AAA        Aaa  2016 @ 100 S.F.           363,517       
     500,000  Maryland Health and Higher Educational Facilities                                                                    
              Authority, Revenue Bonds (Montgomery General                                                                         
              Hospital Issue) Series 1993   (Connie Lee Insured)                           2003 @ 100                              
               #5.00% Due 7/1/2023................................         AAA          A  2019 @ 100 S.F.           474,485       
     400,000  Maryland Health and Higher Educational Facilities                                                                    
              Authority, Project and Refunding Revenue Bonds                                                                       
              (Peninsula Regional Medical Center Issue)   Series                           2003 @ 102                              
              1993   #5.00%  Due 7/1/2023.........................           A          A  2013 @ 100 S.F.           373,784       
     405,000  Anne Arundel County, Maryland, Pollution Control                                                                     
              Revenue Refunding Bonds (Baltimore Gas and Electric                                                                  
              Company Project) Series 1994   #6.00% Due 4/1/2024..           A         A2  2004 @ 102                422,739       
$   3,020,000                                                                                                  $   2,941,454       
</TABLE>

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






VIRGINIA QUALITY TRUST 

General. The Virginia Quality Trust consists of 11 issues of Securities. None
of the Bonds in the Virginia Quality 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 Virginia Quality Trust) as follows: Industrial Revenue, 2 (33%); Water
and Sewer, 4 (29%); Health Care, 2 (16%); Public Building, 1 (16%);
Multi-Family Mortgage Revenue, 1 (3%) and Single Family Mortgage Revenue, 1
(3%). No Bond issue has received a provisional rating. 

Risk Factors. The Commonwealth's financial condition is supported by a
broad-based economy, including manufacturing, tourism, agriculture, ports,
mining and fisheries. Manufacturing continues to be a major source of
employment, ranking behind only services, wholesale and retail trade, and
government (Federal, state and local). The Federal government is a major
employer in Virginia due to the heavy concentration of Federal employees in
the metropolitan Washington, D.C. segment of northern Virginia and the
military employment in the Hampton Roads area, which houses the nation's
largest concentration of military installations, although civilian defense
employment has been affected by the retrenchment of the military sector and is
likely to decrease further.

Although the Commonwealth enjoyed an economic boom in the mid-1980's, the
Commonwealth's economy began to slow toward the end of the decade, and went
into a recession with the rest of the nation after July, 1990. Gradual
recovery has continued since the recession's end in March, 1991, with the
Virginia economy providing reason for restrained optimism in fiscal year 1994.
Employment figures furnished more encouragement than did income data. The
state unemployment rates continued to be a bright spot, dropping to 4.9
percent for fiscal year 1994, compared to 6.4 percent nationally. However, the
possibility of more defense cutbacks and additional plant downsizings provided
two cautionary notes. Real taxable sales have nearly reached the pre-recession
level of fiscal year 1990.

The impact of national trends on the Commonwealth is clearly seen in personal
income figures. While year-to-year percentage changes in the Commonwealth
personal income generally parallel those at the national level, the
Commonwealth figures were higher during the first half of the 1980's. The
differential has narrowed since 1988. In the first quarter of 1994, the most
recent available, Virginia's growth rate was 6.1 percent compared to 3.9
percent for the nation. While Virginia's real per capita personal income
surpassed the national figure in 1982 and has continued to exceed it, the
relative differential has been narrowing since 1989 and is now the smallest
since 1985. Virginia's 1989 maximum was 106 percent of national per capita
income while the 1993 figure was 104 percent. In comparison with the South
Atlantic region, Virginia's real per capita income has declined from a peak of
108 percent in 1989 to 106 percent in 1993.

Virginia's nonagricultural employment figure has also mirrored the national
economy. For fiscal year 1994 Virginia's nonagricultural employment rose 2.9
percent, comparable to the pre-recession rate. Total nonagricultural
employment for Virginia in June 1994 was a record high. During the period
1988-1990, the Commonwealth substantially outpaced the nation in growth of
nonagricultural employment, with 4.1 percent average annual growth compared to
2.8 percent nationally; however, the trend lines for both have been nearly
parallel since 1990. For the period 1985-1990, the Commonwealth went ahead of
the South Atlantic region, but was hit harder by the recession in 1990 and the
defense adjustment. Since then, the region has outperformed the Commonwealth.

With respect to unemployment, Virginia's unemployment rate has consistently
been below that of the nation. For the decade of 1980 to 1990, the
differential has been two percentage points, although it decreased to below
one percentage point in 1991 and 1992. For the first six months of fiscal year
1994, the Commonwealth's unemployment rate was 4.9 percent, compared to the
national rate of 6.4 percent.

Employment trends in Virginia have varied from sector to sector and from
region to region. Most sectors showed dramatic improvement compared to the
anemic performance in fiscal year 1993. Employment grew in seven of ten
categories. This past fiscal year's growth was led by a 5.4 percent employment
jump in the construction sector and 5.3 percent in services. Federal civilian
employment slipped 3 percent, the result of continued defense cutbacks and an
effort to downsize. Once again, the greatest percent loss was in mining, which
suffered a 7.7 percent drop, a 40 percent greater loss than the previous year.
The service sector continued to grow and mining and manufacturing are now at
lower levels than in 1980. Employment trends also varied among regions. All of
the Commonwealth's metropolitan statistical areas showed increased employment
from fiscal year 1993 to fiscal year 1994, ranging from 1.1 percent to 4.3
percent, with most employment increases being experienced in metropolitan
areas.

Highest rates of unemployment were found in southwest Virginia where mining
jobs have been lost and the lowest unemployment rates were seen in northern
Virginia where much federally-related employment is concentrated. As would be
expected, there was great overlap between areas of lowest unemployment and
those of highest per capita income.

Virginia appears to have fully participated in the national economic recovery,
which has been slow by historic standards. The State has not yet returned to
pre-recession growth rates for several measures, particularly real per capita
personal income. The next round of defense cutbacks and the uncertain duration
of the economic recovery are continuing sources of concern. A growing
diversification of the State's export base is encouraging for the long-term
but will not insulate the State from vulnerability to increased competition
against its major products and to economic conditions abroad.

The Commonwealth of Virginia has historically operated on a fiscally
conservative basis and is required by its Constitution to have a balanced
biennial budget. At the end of the June 30, 1994, fiscal year, the General
Fund had an ending fund balance computed on a budgetary cash basis of $518.7
million, of which $81 million was in required reserve; Approximately $430
million thereof was designated for expenditure during the next fiscal year,
leaving an undesignated, unreserved fund balance of $7.6 million, the third
consecutive such undesignated fund balance. Computed on a modified accrual
basis in accordance with generally accepted accounting principles, the General
Fund balance at the end of the fiscal year ended June 30, 1994, was $185.3
million, compared with a General Fund balance at the end of the fiscal year
ended June 30, 1993, of minus $78.8 million. This is the second year since
1989 that the General Fund, measured on a modified accrual basis, has shown a
positive fund balance. 

As of June 30, 1994, total debt of the Commonwealth aggregated $8.4 billion.
Of that amount, $2.5 billion was tax-supported. Outstanding general obligation
debt backed by the full faith and credit of the Commonwealth was $792 million
at June 30, 1994. Of that amount, $500 million was also secured by revenue
producing capital projects.

The Virginia Constitution contains limits on the amount of general obligation
bonds which the Commonwealth can issue. These limits are substantially in
excess of current levels of outstanding bonds, and at June 30, 1994 would
permit an additional total of approximately $5.6 billion of bonds secured by
revenue-producing projects and approximately $5.8 billion of unsecured general
obligation bonds, with not more than approximately $921 million of the latter
to be issued in any four-year period. Bonds which are not secured by
revenue-producing projects must be approved in a state-wide election. 

The Commonwealth of Virginia maintains a "triple A" rating from
Standard & Poor's, Moody's and Fitch Investors Service on its general
obligation indebtedness, reflecting in part its sound fiscal management,
diversified economic base and low debt ratios. There can be no assurance that
these conditions will continue. Nor are these same conditions necessarily
applicable to securities which are not general obligations of the
Commonwealth. Securities issued by specific municipalities, governmental
authorities or similar issuers may be subject to economic risks or
uncertainties peculiar to the issuers of such securities or the sources from
which they are to be paid. 

Tax Status. For a discussion of the Federal tax status of income earned on
Virginia Quality 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 Commonwealth of Virginia ("Virginia") or counties,
municipalities, authorities or political subdivisions thereof (the "
Bonds"). 

Neither the Sponsor nor its counsel have independently examined the Bonds to
be deposited in and held in the 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 excludible from gross income
for federal income tax purposes and (iii) the interest thereon is exempt from
income tax imposed by Virginia that is applicable to individuals and
corporations (the "Virginia Income Tax"). The opinion set forth below
does not address the taxation of persons other than full time residents of
Virginia. 

In the opinion of Chapman and Cutler, special counsel to the Fund for Virginia
tax matters, under existing law as of the date of this prospectus and based
upon the assumptions set forth above: 

The Virginia Quality Trust is not an association taxable as a corporation for
purposes of the Virginia Income Tax and each Unitholder of the Trust will be
treated as the owner of a pro rata portion of each of the assets held by the
Trust and the income of such portion of the Virginia Quality Trust will be
treated as income of the Unitholder for purposes of the Virginia Income Tax. 

Income on the Bonds which is exempt from Virginia Income Tax when received by
the Virginia Quality Trust, and which would be exempt from Virginia Income Tax
if received directly by a Unitholder, will retain its status as exempt from
such tax when received by the Trust and distributed to such Unitholder.

Each Unitholder will recognize gain or loss for purposes of the Virginia
Income Tax if the Trustee disposes of a bond (whether by redemption, sale or
otherwise) or if the Unitholder redeems or sells Units of the Trust to the
extent that such a transaction results in a recognized gain or loss to such
Unitholder for federal income tax purposes, except as described in this
paragraph. Virginia has by law provided that all income from certain
tax-exempt obligations issued under the laws of Virginia, including any
profits made from the sale of such Bonds, shall be exempt from all taxation by
Virginia. Although we express no opinion, the Virginia Department of Taxation
has indicated that the gain on the sale of such tax-exempt obligations,
recognized for federal income tax purposes, would not be subject to Virginia
income taxation. Accordingly, any such gain relating to the disposition of any
Bond that would not be subject to Virginia Income Tax if the Bond was held
directly by a Unitholder will retain its tax-exempt status for purposes of the
Virginia Income Tax when the Bond is disposed of by the Virginia Quality Trust
or when the Unitholder is deemed to have disposed of his pro rata portion of
such Bond upon the disposition of his Unit, provided that such gain can be
determined with reasonable certainty and substantiated.

The Virginia Income Tax does not permit a deduction of interest paid on
indebtedness incurred or continued to purchase or carry Units in the Virginia
Quality Trust to the extent that interest income related to the ownership of
Units is exempt from the Virginia Income Tax. 

In the case of Unitholders subject to the Virginia Bank Franchise Tax, the
income derived by such a Unitholder from his pro rata portion of the Bonds
held by the Virginia Quality Trust may affect the determination of such
Unitholder's Bank Franchise Tax. Prospective investors subject to the Virginia
Bank Franchise Tax should consult their tax advisors. Chapman and Cutler has
expressed no opinion with respect to taxation under any other provisions of
Virginia law. Ownership of the Units may result in collateral Virginia tax
consequences to certain taxpayers. Prospective investors should consult their
tax advisors as to the applicability of any such collateral consequences.




<TABLE>
<CAPTION>
                                                                                     Semi-     
Per Unit Information:                                                   Monthly      Annual    
<S>                                                                     <C>          <C>        
Calculation of Estimated Net Annual Unit Income:                                                
 Estimated Annual Interest Income per Unit............................. $     52.79  $    52.79 
 Less: Estimated Annual Expense per Unit <F1>.......................... $      2.36  $     1.90 
 Estimated Net Annual Interest Income per Unit......................... $     50.43  $    50.89 
Calculation of Estimated Interest Earnings per Unit:                                            
 Estimated Net Annual Interest Income per Unit......................... $     50.43  $    50.89 
 Divided by 12 and 2, respectively..................................... $      4.20  $    25.45 
Estimated Daily Rate of Net Interest Accrual per Unit.................. $    .14006  $   .14134 
Estimated Current Return Based on Public Offering Price <F2><F3><F4>...        5.04%       5.09%
Estimated Long-Term Return <F2><F3><F4>................................        5.02%       5.06%
Estimated Initial Monthly Distribution (January 1996).................. $      1.82             
Estimated Initial Semi-annual Distribution (May 1996)..................              $    18.80 
Estimated Normal Distribution per Unit <F4>............................ $      4.20  $    25.45 
</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    
                                Virginia 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 January 15, 1996                                                   


<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>
VIRGINIA INVESTORS' QUALITY TAX-EXEMPT TRUST SERIES 68
(IM-IT AND QUALITY MULTI-SERIES 264)
PORTFOLIO As of December 13, 1995
<CAPTION>
                                                                                                                     Offering
                                                                                                                     Price To
                                                                                                                     Virginia
              Name of Issuer, Title, Interest Rate and Maturity Date of  Standard     Rating<F2> Redemption          Quality
Aggregate     either Bonds Deposited or Bonds Contracted for<F1><F5>     & Poor's     Moody's    Feature<F3>         Trust<F4>
<S>           <C>                                                        <C>          <C>        <C>                 <C>           
$    500,000  City of Hampton, Virginia, Museum Revenue Refunding                                2004 @ 102                        
              Bonds, Series 1994   #5.25% Due 1/1/2014..................          A-        N/R  2010 @ 100 S.F.     $     482,790 
     150,000  Augusta County Service Authority (Virginia) Water and                                                                
              Sewer System Revenue Bonds,   Series 1994 (MBIA Insured)                           2009 @ 100                        
               #5.125% Due 11/1/2014....................................         AAA        Aaa  2010 @ 100 S.F.           145,895 
     450,000  Rivanna Water and Sewer Authority (Virginia) Regional                                                                
              Water and Sewer System Revenue Refunding Bonds, Series                             2003 @ 101.5                      
              1993   #4.80% Due 10/1/2015...............................          A+         Aa  2014 @ 100 S.F.           417,055 
     150,000  Industrial Development Authority of the City of Hampton,                                                             
              Virginia, Hospital Revenue and Refunding Bonds (Sentara                                                              
              General Hospital Issue) Series 1994A   #5.125% Due                                 2004 @ 102                        
              11/1/2016.................................................         N/R          A  2013 @ 100 S.F.           141,156 
     500,000  Prince William County, Virginia, Industrial Development                                                              
              Authority, Hospital Revenue Refunding Bonds (Prince                                2003 @ 102                        
              William Hospital Issue) Series 1993   #5.25% Due 4/1/2019.         N/R          A  2013 @ 100 S.F.           473,640 
     350,000  Loudoun County, Virginia, Industrial Development                                                                     
              Authority, Hospital Revenue Bonds (Loudoun Hospital                                                                  
              Center Issue) Series 1995   (FSA Insured)   #5.80% Due                             2005 @ 102                        
              6/1/2020..................................................         AAA        Aaa  2011 @ 100 S.F.           356,125 
      80,000  Virginia Housing Development Authority, Commonwealth                               2003 @ 102                        
              Mortgage Bonds,   Series 1993H   5.25% Due 7/1/2023.......         AA+        Aa1  2017 @ 100 S.F.            76,490 
     150,000  City of Norfolk, Virginia, Water Revenue Bonds, Series                             2003 @ 102                        
              1993 (AMBAC Indemnity Insured)   #5.375% Due 11/1/2023....         AAA        Aaa  2014 @ 100 S.F.           149,136 
     500,000  Industrial Development Authority of the City of Richmond,                                                            
              Virginia, Elderly Residential Facility Mortgage Revenue                                                              
              Refunding Bonds (Beaufont Towers II-FHA Insured Project)                           2005 @ 103                        
              Series 1995   6.15% Due 6/1/2025..........................         AAA        N/R  2016 @ 100 S.F.           509,170 

                                                                                                                     Offering
                                                                                                                     Price To
                                                                                                                     Virginia
              Name of Issuer, Title, Interest Rate and Maturity Date of  Standard     Rating<F2> Redemption          Quality
Aggregate     either Bonds Deposited or Bonds Contracted for<F1><F5>     & Poor's     Moody's    Feature<F3>         Trust<F4>
$    130,000  Virginia Resources Authority, Water and Sewer System                                                                 
              Revenue Bonds, Series 1995A (Sussex County Project)                                2005 @ 102                        
              #5.60% Due 10/1/2025......................................          AA        N/R  2011 @ 100 S.F.     $     130,650 
      80,000  Virginia Housing Development Authority, Commonwealth                                                                 
              Mortgage Bonds, Series 1993H (AMBAC Indemnity Insured)                             2003 @ 102                        
              #5.25% Due 7/1/2027.......................................         AAA        Aaa  2024 @ 100 S.F.            77,417 
$   3,040,000                                                                                                        $   2,959,524 
</TABLE>

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



   
As of the Date of Deposit: December 13, 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
November 1,1995 to December 12,1995. These Securities have expected settlement
dates ranging from December 13,1995 to January 9,1996 (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                   
                                                                         Profit     Interest    Bid Side     
Trust                                            Annual    Cost to       (Loss) to  Income to   Evaluation   
                                                 Insurance Sponsor       Sponsor    Trust       of  Bonds    
<S>                                              <C>       <C>           <C>        <C>         <C>          
IM-IT........................................... $     563 $   8,582,079 $   54,937 $   474,290 $   8,571,411
IM-IT Intermediate.............................. $      -- $   4,892,726 $   21,544 $   232,096 $   4,876,756
California IM-IT................................ $      -- $   2,868,771 $   15,629 $   156,863 $   2,862,335
Connecticut IM-IT............................... $     110 $   2,910,991 $   51,389 $   155,525 $   2,939,894
Georgia IM-IT................................... $     803 $   2,960,201 $   40,217 $   158,725 $   2,977,863
Michigan IM-IT.................................. $      -- $   2,921,522 $   14,229 $   159,694 $   2,913,626
New York IM-IT Intermediate Laddered Maturity... $      -- $   3,088,472 $   15,520 $   137,475 $   3,081,438
Maryland Quality................................ $      -- $   2,909,560 $   31,894 $   156,756 $   2,919,051
Virginia Quality................................ $      -- $   2,910,818 $   48,706 $   164,268 $   2,936,732
</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>                         
IM-IT...........................................              74%                 1 to 21 days
IM-IT Intermediate..............................              68%                 1 to 21 days
California IM-IT................................              17%                        1 day
Connecticut IM-IT...............................               --                           --
Georgia IM-IT...................................               3%                        1 day
Michigan IM-IT..................................               --                           --
New York IM-IT Intermediate Laddered Maturity...              17%                       3 days
Maryland Quality................................               --                           --
Virginia Quality................................               --                           --
</TABLE>




On the Date of Deposit, the offering side evaluations of the Securities in the
IM-IT, IM-IT Intermediate, California IM-IT, Connecticut IM-IT, Georgia IM-IT,
Michigan IM-IT, New York IM-IT Intermediate Laddered Maturity, Maryland
Quality and Virginia Quality Trusts were higher than the bid side evaluations
of such Securities by 0.73%, 0.75%, 0.74%, 0.74%, 0.73%, 0.73%, 0.72%, 0.74%
and 0.75%, 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 4%,
5%, 3%, 4%, 4%, 5%, 5% and 2% of the aggregate principal amount of the
Securities in the IM-IT, IM-IT Intermediate Trust, California IM-IT Trust,
Connecticut IM-IT Trust, Georgia IM-IT Trust, Michigan IM-IT Trust, New York
IM-IT Intermediate Laddered Maturity Trust and Maryland 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>
Name                                                                                                                 IM-IT
                                            Address                                                                  Units
<S>                                         <C>                                                                  <C>      
Van Kampen American Capital Dist., Inc.     One Parkview Plaza, Oakbrook Terrace, Illinois 60181                    4,432 
A.G. Edwards & Sons, Inc.                   One North Jefferson Avenue, St. Louis, Missouri 63103                   1,000 
Robert W. Baird & Co. Inc.                  777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202                     600 
Dean Witter Reynolds, Incorporated          2 World Trade Center, 59th Floor, New York, New York 10048                500 
Fidelity Capital Markets                    164 Northern Avenue, Boston, Massachusetts 02210                          250 
Edward D. Jones & Co.                       201 Progress Parkway, Maryland Heights, Missouri  63043                   250 
Oppenheimer & Co., Inc.                     World Financial Center, 8th Floor, New York, New York 10281               250 
Principal Financial Securities, Inc.        Fountain Place, 1445 Ross Avenue, Suite 2300, Dallas, Texas 75201         250 
Stifel, Nicolaus & Company, Incorporated    500 North Broadway, St. Louis, Missouri 63102                             250 
Advest, Inc.                                280 Trumbull Street, Hartford, Connecticut 06103                          100 
Gruntal & Co., Incorporated                 14 Wall Street, New York, New York 10005                                  100 
J.J.B. Hilliard, W.L. Lyons, Inc.           501 South Fourth Street, Louisville, Kentucky 40202                       100 
William R. Hough & Company                  100 Second Avenue South, 8th Floor, St. Petersburg, Florida 33701         100 
Huntleigh Securities Corporation            222 South Central, 3rd Floor, St. Louis, Missouri 63105                   100 
Pershing DIV of DLJ Secs Corp.              One Pershing Plaza, 7th Floor, Jersey City, New Jersey 07399              100 
Prudential Securities Inc.                  1 New York Plaza, 14th Floor, New York, New York 10292-2014               100 
Raymond James & Associates, Inc.            880 Carillon Parkway, St. Petersburg, Florida 33733                       100 
Roosevelt & Cross Inc.                      20 Exchange Place, New York, New York 10005                               100 
Smith Barney Inc.                           388 Greenwich Street, 23rd Floor, New York, New York 10013                100 
Southwest Securities Inc.                   1201 Elm Street, Suite 4300, Dallas, Texas 75270                          100 
US Clearing Corp.                           26 Broadway, New York, New York 10004                                     100 
B.C. Ziegler and Company                    215 North Main Street, West Bend, Wisconsin 53095                         100 
                                                                                                                    9,082 
</TABLE>




 



<TABLE>
<CAPTION>
                                                                                                                     IM-IT 
Name                                                                                                          Intermediate 
                                           Address                                                              Trust Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      4,400 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                  100 
A.G. Edwards & Sons, Inc.                  One North Jefferson Avenue, St. Louis, Missouri 63103                       100 
Gruntal & Co., Incorporated                14 Wall Street, New York, New York 10005                                    100 
Edward D. Jones & Co.                      201 Progress Parkway, Maryland Heights, Missouri  63043                     100 
Prudential Securities Inc.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014                 100 
Roney & Co.                                One Griswold, Detroit, Michigan 48226                                       100 
                                                                                                                     5,000 
</TABLE>




 



<TABLE>
<CAPTION>
Name                                                                                                            California 
                                           Address                                                        IM-IT Trust Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      2,033 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                  250 
Stephens Inc.                              111 Center Street, Little Rock, Arkansas 72201                              250 
Advest, Inc.                               280 Trumbull Street, Hartford, Connecticut 06103                            100 
Crowell, Weedon & Company                  One Wilshire Boulevard, Los Angeles, California 90017                       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 
                                                                                                                     3,033 
</TABLE>




 



<TABLE>
<CAPTION>
Name                                                                                                           Connecticut 
                                           Address                                                        IM-IT Trust Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      2,615 
Advest, Inc.                               280 Trumbull Street, Hartford, Connecticut 06103                            100 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                  100 
Gruntal & Co., Incorporated                14 Wall Street, New York, New York 10005                                    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>
Name                                                                                                         Georgia  IM-IT
                                           Address                                                              Trust Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      2,755 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                  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 
                                                                                                                     3,155 
</TABLE>




 



<TABLE>
<CAPTION>
Name                                                                                                        Michigan  IM-IT
                                           Address                                                              Trust Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      2,387 
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 
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 
                                                                                                                     3,087 
</TABLE>




 



<TABLE>
<CAPTION>
                                                                                                           New York  IM-IT 
                                                                                                              Intermediate 
                                                                                                                  Laddered 
Name                                                                                                         Maturity Trust
                                           Address                                                                    Units
<S>                                        <C>                                                            <C>              
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                      2,750 
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 
Oppenheimer & Co., Inc.                    World Financial Center, 8th Floor, New York, New York 10281                 100 
Prudential Securities Inc.                 1 New York Plaza, 14th Floor, New York, New York 10292-2014                 100 
                                                                                                                     3,150 
</TABLE>




 



<TABLE>
<CAPTION>
                                                                                                                     Maryland 
Name                                                                                                             Quality Trust
                                           Address                                                                       Units
<S>                                        <C>                                                                  <C>           
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                         2,768 
Wheat First Butcher Singer                 River Front Plaza, 901 East Byrd Street, Richmond, Virginia 23219              125 
Advest, Inc.                               280 Trumbull Street, Hartford, Connecticut 06103                               100 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                     100 
                                                                                                                        3,093 
</TABLE>




 



<TABLE>
<CAPTION>
                                                                                                                     Virginia 
Name                                                                                                             Quality Trust
                                           Address                                                                       Units
<S>                                        <C>                                                                  <C>           
Van Kampen American Capital Dist., Inc.    One Parkview Plaza, Oakbrook Terrace, Illinois 60181                         2,312 
Anderson & Strudwick, Inc.                 1108 East Main Street, Richmond, Virginia 23219                                100 
Advest, Inc.                               280 Trumbull Street, Hartford, Connecticut 06103                               100 
Dean Witter Reynolds, Incorporated         2 World Trade Center, 59th Floor, New York, New York 10048                     100 
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 
Wheat First Butcher Singer                 River Front Plaza, 901 East Byrd Street, Richmond, Virginia 23219              100 
                                                                                                                        3,112 
</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
September 30, 1995 the total stockholders' equity of Van Kampen American
Capital Distributors, Inc. was $123,413,000 (unaudited). (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 June 30, 1995, the Sponsor and its affiliates managed or supervised
approximately $54 billion of investment products, of which over $25.3 billion
is invested in municipal securities. The Sponsor and its affiliates managed
$40.95 billion of assets, consisting of $25.2 billion for 42 open end mutual
funds, $9.9 billion for 38 closed-end funds and $5.9 billion for 87
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 two million investor accounts, opened through retail distribution firms.

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 $4,590, $2,550, $1,515, $1,553, $1,573, $1,543,
$1,607, $1,540 and $1,550 for the IM-IT, IM-IT Intermediate, California IM-IT,
Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New York IM-IT Intermediate
Laddered Maturity, Maryland Quality and Virginia Quality Trusts, respectively.
Assuming in the alternative that all Unitholders had elected the monthly
distribution plan such fees would have initially amount to $8,190, $4,550,
$2,703, $2,771, $2,807, $2,753, $2,867, $2,748 and $2,766 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 an IM-IT or a
State Trust (other than a State Intermediate Laddered Maturity 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, State
Intermediate Laddered Maturity 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 $25.00 per Unit for less than 100 Units, $29.00 per Unit for any single
transaction of 100 to 249 Units, $28.50 per Unit for any single transaction of
250 to 499 Units, $31.50 per Unit for any single transaction of 500 to 999
Units and $31.00 per Unit for any single transaction of 1,000 or more Units of
an IM-IT Intermediate Trust, $20.00 per Unit for less than 100 Units, $22.00
per Unit for any single transaction of 100 to 249 Units, $21.50 per Unit for
any single transaction of 250 to 499 Units, $24.50 per Unit for any single
transaction of 500 to 999 Units and $24.00 per Unit for any single transaction
of 1,000 or more Units of a State Intermediate Laddered Maturity Trust, and in
the case of an IM-IT or a State Trust (other than a State Intermediate
Laddered Maturity 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".
    
Except as stated hereinafter, the minimum purchase requirement in the initial
offering period and in the secondary market is one Unit. In connection with
fully disclosed transactions with the Sponsor, the minimum purchase
requirement will be that number of Units set forth in the contract between the
Sponsor and the related broker or agent.

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, $12.00, $22.00 and $35.00 per Unit of
any Quality, IM-IT Limited Maturity, IM-IT Intermediate, IM-IT Short
Intermediate, State Intermediate Laddered Maturity Trust and other Insured
Trusts, respectively, as of the Date of Deposit. In connection with quantity
sales to purchasers of any IM-IT or State Trust (other than a State
Intermediate Laddered Maturity Trust) the Underwriters will receive from the
Sponsor commissions totalling $37.00 per Unit for any single transaction of
100 to 249 Units, $39.00 per Unit for any single transaction of 250 to 499
Units, $40.00 per Unit for any single transaction of 500 to 999 Units and
$39.00 per Unit for any single transaction of 1,000 or more Units. In
connection with quantity sales to purchasers of any IM-IT Intermediate Trust
the Underwriters will receive from the Sponsor commissions totalling $30.00
per Unit for any single transaction of 100 to 249 Units, $29.50 per Unit for
any single transaction of 250 to 499 Units, $32.50 per Unit for any single
transaction of 500 to 999 Units and $31.00 per Unit for any single transaction
of 1,000 or more Units. In connection with quantity sales to purchasers of any
State Intermediate Laddered Maturity Trust the Underwriters will receive from
the Sponsor commissions totalling $23.00 per Unit for any single transaction
of 100 to 249 Units, $23.00 per Unit for any single transaction of 250 to 499
Units, $24.75 per Unit for any single transaction of 500 to 999 Units and
$24.00 per Unit for any single transaction of 1,000 or more Units. A. G.
Edwards & Sons, Inc. ("Edwards"), which acts as a Managing Underwriter
of Units of the various series of the IM-IT, will receive from the Sponsor
reimbursement for certain costs and further compensation in the amount of
$5.00 for each Unit of the IM-IT it underwrites. Also, if The Principal
Financial Securities, Inc. commits (on the Date of Deposit) to underwrite a
total of 4,000 or more Units of this series of the IM-IT, any other series of
the IM-IT and/or any series of Texas Insured Municipals Income Trust during
any calendar month, then The Principal Financial Securities, Inc. will receive
an additional $1.00 per Unit for each of the Units of such Trust it commits to
underwrite in said month. 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 Connecticut IM-IT Trust (who
underwrite 15% of the Trust involved or 1,000 Units of the Trust, whichever is
greater) the excess of such gross sales commission over $38.00 per Unit of the
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 the Connecticut
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. Also, the Sponsor will receive from the Managing Underwriters of
the Maryland Quality 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 Maryland 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 Corporation 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, Georgia and Virginia   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. Day, Berry & Howard has acted
as special counsel to the Fund for Connecticut tax matters. Weinberg and Green
has acted as special counsel to the Fund for Maryland tax matters. Miller,
Canfield, Paddock and Stone, P.L.C. has acted as special counsel to the Fund
for Michigan 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;
however such interest may be taken into account in computing 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 valuation date nearest the date of acquisition of
the Units. The tax basis 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 less than or 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.
Unitholders should consult with their tax advisers regarding these rules and
their application. 

"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. Under the provisions of Section 884
of the Code, a branch profits tax is levied on the "effectively connected
earnings and profits" of certain foreign corporations which include
tax-exempt interest such as interest on the Bonds in the Trust. Unitholders
should 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 the Code and 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.

Ownership of the Units may result in collateral federal income tax
consequences to certain taxpayers, including, without limitation, corporations
subject to either the environmental tax or the branch profits tax, financial
institutions, certain insurance companies, certain S corporations, individual
recipients of Social Security or Railroad Retirement benefits and taxpayers
who may be deemed to have incurred (or continued) indebtedness to purchase or
carry tax-exempt obligations. Prospective investors should consult their tax
advisors as to the applicability of any collateral consequences.

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.

As published by the rating companies.
 
   
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 264 (IM-IT, IM-IT Intermediate, California
IM-IT, Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New York IM-IT
Intermediate Laddered Maturity, Maryland Quality and Virginia 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 264 (IM-IT, IM-IT Intermediate, California
IM-IT, Connecticut IM-IT, Georgia IM-IT, Michigan IM-IT, New York IM-IT
Intermediate Laddered Maturity, Maryland Quality and Virginia Quality Trusts)
as of December 13, 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 264 (IM-IT, IM-IT
Intermediate, California IM-IT, Connecticut IM-IT, Georgia IM-IT, Michigan
IM-IT, New York IM-IT Intermediate Laddered Maturity, Maryland Quality and
Virginia Quality Trusts) as of December 13, 1995, in conformity with generally
accepted accounting principles.





Chicago, Illinois                             GRANT THORNTON LLP
December 13, 1995
    



   
<TABLE>
INSURED MUNICIPALS INCOME TRUST
and
INVESTORS' QUALITY TAX-EXEMPT TRUST
MULTI-SERIES 264
Statements of Condition
As of December 13, 1995
<CAPTION>
                                                                          IM-IT                      
INVESTMENT IN SECURITIES                                                  Intermediate  California   
                                                            IM-IT         Trust         IM-IT Trust  
<S>                                                         <C>           <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   8,637,016 $   4,914,270 $   2,884,400
Accrued interest to the First Settlement Date <F1><F4>.....        33,333        31,592        35,874
Total...................................................... $   8,670,349 $   4,945,862 $   2,920,274
LIABILITY AND INTEREST OF UNITHOLDERS                                                                
Liability--
 Accrued interest payable to Sponsor <F1><F4>               $      33,333 $      31,592 $      35,874
Interest of Unitholders--
Cost to investors <F3>.....................................     9,082,000     5,113,700     3,033,000
Less: Gross underwriting commission <F3>...................       444,984       199,430       148,600
Net interest to Unitholders <F1><F3><F4>...................     8,637,016     4,914,270     2,884,400
Total...................................................... $   8,670,349 $   4,945,862 $   2,920,274


<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 Corporation 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>
                                          Principal     Offering      Accrued         
                            Amount of     Amount of     Price of      Interest to     
                            Letter of     Bonds Under   Bonds Under   Expected        
                            Credit        Contracts     Contracts     Delivery  Dates 
<S>                         <C>           <C>           <C>           <C>             
IM-IT...................... $   8,676,030 $   9,000,000 $   8,637,016 $         39,014
IM-IT Intermediate Trust... $   4,947,823 $   5,000,000 $   4,914,270 $         33,553
California IM-IT Trust..... $   2,918,633 $   2,970,000 $   2,884,400 $         34,233


<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
December 18, 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 264
Statements of Condition (Continued)
As of December 13, 1995
<CAPTION>
INVESTMENT IN SECURITIES                                    Connecticut   Georgia       Michigan     
                                                            IM-IT Trust   IM-IT Trust   IM-IT Trust  
<S>                                                         <C>           <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   2,962,380 $   3,000,418 $   2,935,751
Accrued interest to the First Settlement Date <F1><F4>.....        34,244        47,395        18,509
Total...................................................... $   2,996,624 $   3,047,813 $   2,954,260
LIABILITY AND INTEREST OF UNITHOLDERS                                                                
Liability--
 Accrued interest payable to Sponsor <F1><F4>               $      34,244 $      47,395 $      18,509
Interest of Unitholders--
Cost to investors <F3>.....................................     3,115,000     3,155,000     3,087,000
Less: Gross underwriting commission <F3>...................       152,620       154,582       151,249
Net interest to Unitholders <F1><F3><F4>...................     2,962,380     3,000,418     2,935,751
Total...................................................... $   2,996,624 $   3,047,813 $   2,954,260

<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 Corporation 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>
                                         Principal     Offering      Accrued         
                           Amount of     Amount of     Price of      Interest to     
                           Letter of     Bonds Under   Bonds Under   Expected        
                           Credit        Contracts     Contracts     Delivery  Dates 
<S>                        <C>           <C>           <C>           <C>             
Connecticut IM-IT Trust... $   2,994,491 $   3,045,000 $   2,962,380 $         32,111
Georgia IM-IT Trust....... $   3,045,697 $   3,085,000 $   3,000,418 $         45,279
Michigan IM-IT Trust...... $   2,952,274 $   3,025,000 $   2,935,751 $         16,523


<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
December 18, 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 264
Statements of Condition (Continued)
As of December 13, 1995
<CAPTION>
                                                            New York                                 
                                                            IM-IT                                    
                                                            Intermediate                             
                                                            Laddered                                
INVESTMENT IN SECURITIES                                    Maturity      Maryland      Virginia     
                                                            Trust         Quality Trust Quality Trust
<S>                                                         <C>           <C>           <C>          
Contracts to purchase tax-exempt securities <F1><F2><F4>... $   3,103,992 $   2,941,454 $   2,959,524
Accrued interest to the First Settlement Date <F1><F4>.....        29,285        50,754        34,096
Total...................................................... $   3,133,277 $   2,992,208 $   2,993,620
LIABILITY AND INTEREST OF UNITHOLDERS                                                                
Liability--
 Accrued interest payable to Sponsor <F1><F4>               $      29,285 $      50,754 $      34,096
Interest of Unitholders--
Cost to investors <F3>.....................................     3,199,959     3,093,000     3,112,000
Less: Gross underwriting commission <F3>...................        95,967       151,546       152,476
Net interest to Unitholders <F1><F3><F4>...................     3,103,992     2,941,454     2,959,524
Total...................................................... $   3,133,277 $   2,992,208 $   2,993,620


<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 Corporation on the bases set
forth under "Unitholder Explanations--Public Offering--Offering Price" 
 . The contracts to purchase tax-exempt Securities are collateralized by
irrevocable letters of credit which have been deposited with the Trustee in
and for the following amounts: 
</TABLE>



<TABLE>
<CAPTION>
                                                                                                 Accrued      
                                                                     Principal     Offering      Interest to  
                                                       Amount of     Amount of     Price of      Expected     
                                                       Letter of     Bonds Under   Bonds Under   Delivery     
                                                       Credit        Contracts     Contracts     Dates        
<S>                                                    <C>           <C>           <C>           <C>          
New York IM-IT Intermediate Laddered Maturity Trust... $   3,131,990 $   3,150,000 $   3,103,992 $      27,998
Maryland Quality Trust................................ $   2,990,077 $   3,020,000 $   2,941,454 $      48,623
Virginia Quality Trust................................ $   2,991,339 $   3,040,000 $   2,959,524 $      31,815



<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
December 18, 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.


   
IM-IT

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                      Tax-Exempt Estimated Current Return 
                                    Joint     Tax                                                                                
       Single Return               Return   Bracket  4 1/2%          5%          5 1/2%   6%          6 1/2%   7%           7 1/2%
                                                                                       Equivalent Taxable Estimated Current Return 
<S>                  <C>                  <C>       <C>             <C>          <C>     <C>         <C>      <C>           <C>
$         0 - 23.35  $         0 - 39.00       15%          5.29%   5.88%        6.47%   7.06%        7.65%     8.24%        8.82%
      23.35 - 56.55        39.00 - 94.25       28           6.25    6.94         7.64    8.33         9.03      9.72        10.42  
     56.55 - 117.95       94.25 - 143.60       31           6.52    7.25         7.97    8.70         9.42     10.14        10.87  
    117.95 - 256.50      143.60 - 256.50       36           7.03    7.81         8.59    9.38        10.16     10.94        11.72  
        Over 256.50          Over 256.50     39.6           7.45    8.28         9.11    9.93        10.76     11.59        12.42  
</TABLE>





INTERMEDIATE

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                 Tax-Exempt Estimated Current Return 
              Single                Joint       Tax                                                                           
              Return               Return   Bracket      4%         4 1/2%   5%          5 1/2%   6%          6 1/2%    7% 
                                                                                  Equivalent Taxable Estimated Current Return 
<S>                  <C>                  <C>          <C>          <C>      <C>         <C>     <C>         <C>       <C>       
$        0 -  23.35  $        0 -  39.00       15%     4.71%        5.29%   5.88%        6.47%   7.06%        7.65%     8.24%
     23.35 -  56.55       39.00 -  94.25       28      5.56         6.25    6.94         7.64    8.33         9.03      9.72  
     56.55 - 117.95       94.25 - 143.60       31      5.80         6.52    7.25         7.97    8.70         9.42     10.14  
    117.95 - 256.50      143.60 - 256.50       36      6.25         7.03    7.81         8.59    9.38        10.16     10.94  
        Over 256.50          Over 256.50     39.6      6.62         7.45    8.28         9.11    9.93        10.76     11.59  
</TABLE>





CALIFORNIA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                      Tax-Exempt Estimated Current Return 
                                   Joint       Tax                                                                                 
      Single Return               Return    Bracket*       4 1/2%   5%          5 1/2%   6%           6 1/2%    7%            7 1/2%
                                                                                       Equivalent Taxable Estimated Current Return 
<S>                 <C>                     <C>            <C>     <C>         <C>      <C>          <C>       <C>           <C>
$         0 - 23.35 $         0 - 39.00     20.1%          5.63%   6.26%        6.88%    7.51%        8.14%     8.76%        9.39%
      23.35 - 56.55       39.00 - 94.25     34.7           6.89    7.66         8.42     9.19         9.95     10.72         11.49 
                         94.25 - 143.60     37.4           7.19    7.99         8.79     9.58        10.38     11.18         11.98 
    56.55 - 117.95                          37.9           7.25    8.05         8.86     9.66        10.47     11.27         12.08 
   117.95 - 214.93      143.60 - 256.50     42.4           7.81    8.68         9.55    10.42        11.28     12.15         13.02 
   214.93 - 256.50                            43           7.89    8.77         9.65    10.53        11.40     12.28         13.16 
                         256.50 - 429.86    45.6           8.27    9.19        10.11    11.03        11.95     12.87         13.79 
       Over 256.50          Over 429.86     46.2           8.36    9.29        10.22    11.15        12.08     13.01         13.94 
</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. 





CONNECTICUT

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                   Tax-Exempt Estimated Current Return 
             Single                Joint      Tax                                                                               
             Return               Return Bracket*         4 1/2%   5%           5 1/2%   6%          6 1/2%   7%          7 1/2%
                                                                                    Equivalent Taxable Estimated Current Return 
<S>                 <C>                     <C>           <C>     <C>          <C>     <C>          <C>      <C>          <C>
                    $        0 -  39.00     17.5%         5.45%   6.06%        6.67%    7.27%        7.88%    8.48%        9.09%
$         0 - 23.35                         18.3          5.51    6.12         6.73     7.34         7.96     8.57         9.18 
      23.35 - 56.55      39.00 -  94.25     30.8          6.50    7.23         7.95     8.67         9.39    10.12        10.84 
     56.55 - 117.95      94.25 - 143.60     34.1          6.83    7.59         8.35     9.10         9.86    10.62        11.38 
    117.95 - 256.50     143.60 - 256.50     38.9          7.36    8.18         9.00     9.82        10.64    11.46        12.27 
       Over 256.50          Over 256.50     42.3          7.80    8.67         9.53    10.40        11.27    12.13        13.00 
</TABLE>

* The table takes into account the Connecticut income tax. The Connecticut
income tax is based on Connecticut taxable income, which is not tied to
Federal taxable income. Connecticut taxable income is equal to Connecticut
adjusted gross income ("CAGI") (which is Federal adjusted gross income
with certain modifications) minus the allowable personal exemption ($12,000 in
the case of single individuals; $24,000 for married persons filing jointly).
Although not reflected in the table, the Connecticut income tax provides for a
personal exemption phase-out, which essentially doubles the effective marginal
Connecticut income tax rate for single taxpayers whose CAGI is between $24,000
and $35,001 at which point the personal exemption is completely phased out.
For married taxpayers filing a joint return, the effective marginal
Connecticut income tax rate is doubled where CAGI is between $48,000 and
$71,001, at which point the personal exemption is completely phased out. In
addition, as reflected in the rates shown, the Connecticut income tax provides
for a tax credit (at varying percentages depending on the taxpayer's CAGI)
against the income tax which is based on CAGI and, in effect, varies the
income tax rate for taxpayers. Investors should consult their own tax advisors
regarding the effect of the credit on marginal tax rates at specific CAGI
levels.






GEORGIA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                    Tax-Exempt Estimated Current Return 
              Single                Joint      Tax                                                                               
              Return               Return    Bracket       4 1/2%   5%          5 1/2%    6%         6 1/2%    7%           7 1/2%
                                                                                     Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>           <C>     <C>          <C>     <C>          <C>      <C>          <C>
$         0 - 23.35  $         0 - 39.00     20.1%         5.63%   6.26%        6.88%    7.51%        8.14%    8.76%        9.39%
      23.35 - 56.55        39.00 - 94.25     32.3          6.65    7.39         8.12     8.86         9.60    10.34        11.08 
     56.55 - 117.95       94.25 - 143.60     35.1          6.93    7.70         8.47     9.24        10.02    10.79        11.56 
    117.95 - 256.50      143.60 - 256.50     39.8          7.48    8.31         9.14     9.97        10.80    11.63        12.46 
        Over 256.50          Over 256.50     43.2          7.92    8.80         9.68    10.56        11.44    12.32        13.20 
</TABLE>




MICHIGAN

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                    Tax-Exempt Estimated Current Return 
              Single                Joint      Tax                                                                               
              Return               Return    Bracket*      4 1/2%   5%           5 1/2%   6%         6 1/2%     7%         7 1/2%
                                                                                    Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>           <C>     <C>          <C>     <C>          <C>      <C>          <C>
$         0 - 23.35  $         0 - 39.00     21.7%         5.70%   6.33%        6.96%    7.59%        8.23%    8.86%        9.49%
      23.35 - 56.55        39.00 - 94.25     33.7          6.73    7.47         8.22     8.97         9.72    10.46        11.21 
     56.55 - 117.95       94.25 - 143.60     36.5          7.02    7.80         8.58     9.36        10.14    10.92        11.70 
    117.95 - 256.50      143.60 - 256.50     41.1          7.56    8.40         9.24    10.08        10.92    11.76        12.61 
        Over 256.50          Over 256.50     44.4          8.01    8.90         9.79    10.68        11.57    12.46        13.35 
</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.






NEW YORK INTERMEDIATE LADDERED MATURITY 

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                   Tax-Exempt Estimated Current Return 
              Single                Joint      Tax                                                                              
              Return               Return    Bracket*      3 1/2%    4%          4 1/2%   5%         5 1/2%    6%          6 1/2%
                                                                                    Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>           <C>     <C>          <C>     <C>          <C>     <C>          <C>
$        0 -  23.35  $        0 -  39.00     21.5%         4.46%   5.10%        5.73%   6.37%        7.01%    7.64%        8.28%
     23.35 -  56.55       39.00 -  94.25     33.5          5.26    6.02         6.77    7.52         8.27     9.02         9.77 
     56.55 - 117.95       94.25 - 143.60     36.2          5.49    6.27         7.05    7.84         8.62     9.40        10.19 
    117.95 - 256.50      143.60 - 256.50     40.9          5.92    6.77         7.61    8.46         9.31    10.15        11.00 
        Over 256.50          Over 256.50     44.2          6.27    7.17         8.06    8.96         9.86    10.75        11.65 
</TABLE>

* Combined Federal and State tax bracket was computed assuming that the
investor is not subject to local income taxes, such as New York City taxes.
Should a Unitholder reside in a locality which imposes an income tax, the
Unitholder's equivalent taxable estimated current return would be greater than
the equivalent taxable estimated current returns indicated in the table. The
table does not reflect the New York State supplemental income tax based upon a
taxpayer's New York State taxable income and New York State adjusted gross
income. This supplemental tax results in an increased marginal State income
tax rate to the extent a taxpayer's New York State adjusted gross income
ranges between $100,000 and $150,000. In addition, the table does not reflect
the amendments to the New York State income tax law that impose limitations on
the deductibility of itemized deductions. The application of the New York
State supplemental income tax and limitation on itemized deductions may result
in a higher combined Federal, State and local tax rate than indicated in the
table. 





MARYLAND 

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                      Tax-Exempt Estimated Current Return 
                                    Joint       Tax                                                                                
       Single Return               Return     Bracket*      4 1/2%    5%         5 1/2%    6%          6 1/2%     7%          7 1/2%
                                                                                       Equivalent Taxable Estimated Current Return 
<S>                  <C>                      <C>           <C>     <C>          <C>     <C>          <C>       <C>          <C>
$         0 - 23.35  $         0 - 39.00      19.3%         5.58%   6.20%        6.82%    7.43%        8.05%     8.67%        9.29%
      23.35 - 56.55        39.00 - 94.25      31.6          6.58    7.31         8.04     8.77         9.50     10.23        10.96  
                          94.25 - 143.60      34.5          6.87    7.63         8.40     9.16         9.92     10.69        11.45  
     56.55 - 117.95                           35.1          6.93    7.70         8.47     9.24        10.02     10.79        11.56  
    117.95 - 256.50      143.60 - 256.50      39.8          7.48    8.31         9.14     9.97        10.80     11.63        12.46  
        Over 256.50          Over 256.50      43.2          7.92    8.80         9.68    10.56        11.44     12.32        13.20 
</TABLE>

*The table does not reflect the effect of the exemption of the Trust from
local, county and city taxes. Residents of most Maryland localities, including
Montgomery County and the City and County of Baltimore, are subject to taxes
and therefore would need a somewhat higher taxable estimated current return
than those shown to equal the tax-exempt estimated current return of the
Trust. 






VIRGINIA

<TABLE>
<CAPTION>
Taxable Income ($1,000's)                                                                Tax-Exempt Estimated Current Return 
              Single                Joint      Tax                                                                           
              Return               Return    Bracket   5%           5 1/2%   6%          6 1/2%    7%          7 1/2%    8% 
                                                                                 Equivalent Taxable Estimated Current Return 
<S>                  <C>                     <C>      <C>          <C>     <C>          <C>      <C>          <C>      <C>
$        0 -  23.35  $        0 -  39.00     19.9%    6.24%        6.87%    7.49%        8.11%    8.74%        9.36%    9.99%
     23.35 -  56.55       39.00 -  94.25     32.1     7.36         8.10     8.84         9.57    10.31        11.05    11.78 
     56.55 - 117.95       94.25 - 143.60       35     7.69         8.46     9.23        10.00    10.77        11.54    12.31 
    117.95 - 256.50      143.60 - 256.50     39.7     8.29         9.12     9.95        10.78    11.61        12.44    13.27 
        Over 256.50          Over 256.50     43.1     8.79         9.67    10.54        11.42    12.30        13.18    14.06 
</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.



   
IM-IT

Monthly

<TABLE>
<CAPTION>
                                               Estimated     Estimated    Estimated   
Distribution Dates                             Interest      Principal    Total       
(Each Month)                                   Distribution  Distribution Distribution
<S>           <C>      <C>            <C>      <C>           <C>          <C>         
January          1996                          $      1.81                $     1.81  
February         1996  - July            2006         4.17                      4.17  
August           2006                                 3.91   $   110.10       114.01  
September        2006  - May             2007         3.68                      3.68  
June             2007                                 3.68         5.51         9.19  
July             2007                                 3.65       110.11       113.76  
August           2007                                 3.15                      3.15  
September        2007                                 3.15        46.24        49.39  
October          2007                                 2.94                      2.94  
November         2007                                 2.94       110.11       113.05  
December         2007  - May             2008         2.44                      2.44  
June             2008                                 2.17       110.11       112.28  
July             2008  - June            2015         1.93                      1.93  
July             2015                                 1.93        55.05        56.98  
August           2015  - November        2019         1.69                      1.69  
December         2019                                 1.69       113.41       115.10  
January          2020  - June            2020         1.18                      1.18  
July             2020                                 1.18        29.18        30.36  
August           2020  - August          2021         1.18                      1.18  
September        2021                                 1.18        14.87        16.05  
October          2021  - October         2025         1.18                      1.18  
November         2025                                 1.18       176.17       177.35  
December         2025                                  .18       110.11       110.29  
</TABLE>




IM-IT (Continued)

Semi-annual

<TABLE>
<CAPTION>
Distribution Dates                         Estimated      Estimated    Estimated   
(Each June and December                    Interest       Principal    Total       
Unless Otherwise Indicated)                Distribution   Distribution Distribution
<S>           <C>      <C>        <C>      <C>            <C>          <C>         
June             1996                      $      22.86                $    22.86  
December         1996  - June        2006         25.25                     25.25  
August           2006                                     $   110.10       110.10  
December         2006                             23.01                     23.01  
June             2007                             22.28         5.51        27.79  
July             2007                                         110.11       110.11  
September        2007                                          46.24        46.24  
November         2007                                         110.11       110.11  
December         2007                             18.46                     18.46  
June             2008                             14.53       110.11       124.64  
December         2008  - June        2015         11.74                     11.74  
July             2015                                          55.05        55.05  
December         2015                             10.50                     10.50  
June             2016  - June        2019         10.26                     10.26  
December         2019                             10.26       113.41       123.67  
June             2020                              7.21                      7.21  
July             2020                                          29.18        29.18  
December         2020  - June        2021          7.21                      7.21  
September        2021                                          14.87        14.87  
December         2021  - June        2025          7.21                      7.21  
November         2025                                         176.17       176.17  
December         2025                              6.21       110.11       116.32  
</TABLE>






IM-IT Intermediate Trust

Monthly

<TABLE>
<CAPTION>
                                               Estimated     Estimated    Estimated   
Distribution Dates                             Interest      Principal    Total       
(Each Month)                                   Distribution  Distribution Distribution
<S>           <C>      <C>            <C>      <C>           <C>          <C>         
January          1996                          $      1.60                $     1.60  
February         1996  - November        2004         3.68                      3.68  
December         2004                                 3.58   $   139.00       142.58  
January          2005  - June            2005         3.14                      3.14  
July             2005                                 3.14       376.00       379.14  
August           2005                                 1.65                      1.65  
September        2005                                 1.65        50.00        51.65  
October          2005                                 1.65                      1.65  
November         2005                                 1.65       124.00       125.65  
December         2005                                 1.18       150.00       151.18  
January          2006                                  .60                       .60  
February         2006                                  .60       100.00       100.60  
March            2006  - May             2006          .20                       .20  
June             2006                                  .07        61.00        61.07 
</TABLE>




Semi-annual



<TABLE>
<CAPTION>
Distribution Dates                         Estimated      Estimated    Estimated   
(Each June and December                    Interest       Principal    Total       
Unless Otherwise Indicated)                Distribution   Distribution Distribution
<S>           <C>      <C>        <C>      <C>            <C>          <C>         
June             1996                      $      20.22                $     20.22 
December         1996  - June        2004         22.33                      22.33 
December         2004                             22.23   $   139.00        161.23 
June             2005                             19.05                      19.05  
July             2005                                         376.00        376.00  
September        2005                                          50.00         50.00  
November         2005                                         124.00        124.00  
December         2005                             11.07       150.00        161.07 
February         2006                                         100.00        100.00  
June             2006                              1.92        61.00         62.92 
</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>         
January          1996                           $      1.78                $     1.78  
February         1996  - February         2007         4.12                      4.12  
March            2007                                  4.12   $   102.20       106.32  
April            2007                                  3.65                      3.65  
May              2007                                  3.65       164.86       168.51  
June             2007  - July             2015         2.90                      2.90  
August           2015                                  2.90       151.66       154.56  
September        2015  - October          2017         2.22                      2.22  
November         2017                                  2.22        32.97        35.19  
December         2017  - June             2023         2.22                      2.22  
July             2023                                  2.22       164.86       167.08  
August           2023  - September        2023         1.49                      1.49  
October          2023                                  1.49        98.91       100.40  
November         2023  - July             2025         1.07                      1.07  
August           2025                                  1.07       164.85       165.92  
September        2025  - November         2026          .35                       .35  
December         2026                                   .13        98.91        99.04  
</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                         $       1.80                $     1.80  
July            1996  - January        2007         24.95                     24.95  
March           2007                                        $   102.20       102.20  
May             2007                                            164.86       164.86  
July            2007                                21.56                     21.56  
January         2008  - July           2015         17.59                     17.59  
August          2015                                            151.66       151.66  
January         2016                                14.19                     14.19  
July            2016  - July           2017         13.51                     13.51  
November        2017                                             32.97        32.97  
January         2018  - January        2023         13.51                     13.51  
July            2023                                13.51       164.86       178.37  
October         2023                                             98.91        98.91  
January         2024                                 7.82                      7.82  
July            2024  - July           2025          6.55                      6.55  
August          2025                                            164.85       164.85  
January         2026                                 2.92                      2.92  
July            2026                                 2.20                      2.20  
December        2026                                 1.60        98.91       100.51  
</TABLE>






Connecticut 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>         
January          1996                           $      1.72                $     1.72  
February         1996  - May              2005         3.96                      3.96  
June             2005                                  3.96   $   112.35       116.31  
July             2005  - September        2006         3.46                      3.46  
October          2006                                  3.46        32.11        35.57  
November         2006  - May              2007         3.32                      3.32  
June             2007                                  3.32       128.41       131.73  
July             2007                                  2.73        80.26        82.99  
August           2007  - June             2008         2.38                      2.38  
July             2008                                  2.38        80.25        82.63  
August           2008  - October          2009         2.03                      2.03  
November         2009                                  2.03        35.31        37.34  
December         2009  - October          2014         2.03                      2.03  
November         2014                                  2.03        80.26        82.29  
December         2014                                  1.73                      1.73  
January          2015                                  1.66        32.10        33.76  
February         2015  - June             2023         1.60                      1.60  
July             2023                                  1.60       155.70       157.30  
August           2023  - June             2026          .97                       .97  
July             2026                                   .97        80.26        81.23  
August           2026  - August           2028          .62                       .62  
September        2028                                   .62       160.51       161.13  
</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                         $       1.73                $     1.73  
July             1996  - January        2005         24.00                     24.00  
June             2005                                        $   112.35       112.35  
July             2005                                23.49                     23.49  
January          2006  - July           2006         20.98                     20.98  
October          2006                                             32.11        32.11  
January          2007                                20.53                     20.53  
June             2007                                            128.41       128.41  
July             2007                                19.51        80.26        99.77  
January          2008                                14.42                     14.42  
July             2008                                14.42        80.25        94.67  
January          2009  - July           2009         12.31                     12.31  
November         2009                                             35.31        35.31  
January          2010  - July           2014         12.31                     12.31  
November         2014                                             80.26        80.26  
January          2015                                11.66        32.10        43.76  
July             2015  - January        2023          9.70                      9.70  
July             2023                                 9.70       155.70       165.40  
January          2024  - January        2026          5.91                      5.91  
July             2026                                 5.91        80.26        86.17  
January          2027  - July           2028          3.80                      3.80  
September        2028                                 1.27       160.51       161.78  
</TABLE>




Georgia 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>         
January          1996                          $      1.72                $     1.72  
February         1996  - June            2005         3.98                      3.98  
July             2005                                 3.98   $   156.89       160.87  
August           2005                                 3.28       158.48       161.76  
September        2005  - December        2005         2.57                      2.57  
January          2006                                 2.57        87.16        89.73  
February         2006  - June            2007         2.18                      2.18  
July             2007                                 2.18        79.24        81.42  
August           2007  - November        2007         1.82                      1.82  
December         2007                                 1.44       158.48       159.92  
January          2008                                 1.12        31.69        32.81  
February         2008  - December        2009          .98                       .98  
January          2010                                  .98        39.62        40.60  
February         2010  - June            2018          .98                       .98  
July             2018                                  .98        79.24        80.22  
August           2018  - December        2022          .66                       .66  
January          2023                                  .66       158.48       159.14  
February         2023  - December        2025          .06                       .06  
January          2026                                  .06        28.53        28.59  
</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                         $       1.74                $     1.74  
July            1996  - January        2005         24.07                     24.07  
July            2005                                24.07   $   156.89       180.96  
August          2005                                            158.48       158.48  
January         2006                                16.30        87.16       103.46  
July            2006  - January        2007         13.19                     13.19  
July            2007                                13.19        79.24        92.43  
December        2007                                            158.48       158.48  
January         2008                                 9.95        31.69        41.64  
July            2008  - July           2009          5.96                      5.96  
January         2010                                 5.96        39.62        45.58  
July            2010  - January        2018          5.96                      5.96  
July            2018                                 5.96        79.24        85.20  
January         2019  - July           2022          4.00                      4.00  
January         2023                                 4.00       158.48       162.48  
July            2023  - July           2025           .41                       .41  
January         2026                                  .41        28.53        28.94  
</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>         
January         1996                          $      1.78                $     1.78  
February        1996  - April           2005         4.12                      4.12  
May             2005                                 4.12   $   161.96       166.08  
June            2005  - June            2006         3.38                      3.38  
July            2006                                 3.38       161.97       165.35  
August          2006  - November        2006         2.66                      2.66  
December        2006                                 2.26       161.97       164.23  
January         2007  - April           2007         1.90                      1.90  
May             2007                                 1.90        97.19        99.09  
June            2007  - June            2015         1.46                      1.46  
July            2015                                 1.46       161.96       163.42  
August          2015  - April           2017          .74                       .74  
May             2017                                  .74        48.60        49.34  
June            2017  - October         2017          .53                       .53  
November        2017                                  .53       137.67       138.20  
May             2018                                             48.59        48.59  
</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                         $       1.80                $     1.80  
July            1996  - January        2005         24.91                     24.91  
May             2005                                        $   161.96       161.96  
July            2005                                23.43                     23.43  
January         2006                                20.46                     20.46  
July            2006                                20.46       161.97       182.43  
December        2006                                            161.97       161.97  
January         2007                                14.94                     14.94  
May             2007                                             97.19        97.19  
July            2007                                10.66                     10.66  
January         2008  - January        2015          8.87                      8.87  
July            2015                                 8.87       161.96       170.83  
January         2016  - January        2017          4.52                      4.52  
May             2017                                             48.60        48.60  
July            2017                                 4.09                      4.09  
November        2017                                            137.67       137.67  
January         2018                                 2.03                      2.03  
May             2018                                             48.59        48.59  
</TABLE>






New York IM-IT Intermediate Laddered Maturity Trust

Monthly

<TABLE>
<CAPTION>
                                              Estimated     Estimated    Estimated   
Distribution Dates                            Interest      Principal    Total       
(Each Month)                                  Distribution  Distribution Distribution
<S>           <C>      <C>           <C>      <C>           <C>          <C>         
January          1996                         $      1.49                $     1.49  
February         1996  - June           2000         3.45                      3.45  
July             2000                                3.45   $   190.47       193.92  
August           2000  - January        2001         2.77                      2.77  
February         2001                                2.77       158.73       161.50  
March            2001  - June           2001         2.19                      2.19  
July             2001                                2.19        31.75        33.94  
August           2001  - January        2002         2.08                      2.08  
February         2002                                2.08        31.74        33.82  
March            2002  - June           2002         1.96                      1.96  
July             2002                                1.86        79.37        81.23  
August           2002                                1.66        79.36        81.02  
September        2002  - January        2003         1.37                      1.37  
February         2003                                1.37       190.48       191.85  
March            2003  - January        2004          .66                       .66  
February         2004                                 .66        47.62        48.28  
March            2004  - June           2004          .47                       .47  
July             2004                                 .47       190.48       190.95  
</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>         
May             1996                     $      15.44                $    15.44  
November        1996  - May        2000         20.90                     20.90  
July            2000                                    $   190.47       190.47  
November        2000                            18.17                     18.17  
February        2001                                        158.73       158.73  
May             2001                            15.06                     15.06  
July            2001                                         31.75        31.75  
November        2001                            12.86                     12.86  
February        2002                                         31.74        31.74  
May             2002                            12.27                     12.27  
July            2002                                         79.37        79.37  
August          2002                                         79.36        79.36  
November        2002                             9.73                      9.73  
February        2003                                        190.48       190.48  
May             2003                             6.20                      6.20  
November        2003                             4.06                      4.06  
February        2004                                         47.62        47.62  
May             2004                             3.48                      3.48  
July            2004                              .97       190.48       191.45  
</TABLE>






Maryland 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>         
January          1996                          $      1.74                $     1.74  
February         1996  - October         2003         4.03                      4.03  
November         2003                                 3.79   $   101.84       105.63  
December         2003  - August          2005         3.58                      3.58  
September        2005                                 3.58        80.83        84.41  
October          2005  - March           2006         3.22                      3.22  
April            2006                                 3.22       130.94       134.16  
May              2006  - December        2006         2.59                      2.59  
January          2007                                 2.14       193.98       196.12  
February         2007  - June            2014         1.75                      1.75  
July             2014                                 1.75        35.57        37.32  
August           2014  - June            2015         1.59                      1.59  
July             2015                                 1.59        21.01        22.60  
August           2015  - June            2022         1.59                      1.59  
July             2022                                 1.59       121.24       122.83  
August           2022  - June            2023         1.11                      1.11  
July             2023                                 1.11       290.98       292.09  
</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>         
May              1996                     $      18.02                $    18.02  
November         1996  - May        2003         24.40                     24.40  
November         2003                            24.16   $   101.84       126.00  
May              2004  - May        2005         21.72                     21.72  
September        2005                                         80.83        80.83  
November         2005                            21.00                     21.00  
April            2006                                        130.94       130.94  
May              2006                            18.91                     18.91  
November         2006                            15.71                     15.71  
January          2007                                        193.98       193.98  
May              2007                            11.86                     11.86  
November         2007  - May        2014         10.62                     10.62  
July             2014                                         35.57        35.57  
November         2014                            10.01                     10.01  
May              2015                             9.70                      9.70  
July             2015                                         21.01        21.01  
November         2015  - May        2022          9.70                      9.70  
July             2022                                        121.24       121.24  
November         2022                             7.74                      7.74  
May              2023                             6.76                      6.76  
July             2023                             2.25       290.98       293.23  
</TABLE>






Virginia 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>         
January         1996                           $      1.82                $     1.82  
February        1996  - May              2007         4.20                      4.20  
June            2007                                  4.20   $   112.46       116.66  
July            2007  - September        2007         3.67                      3.67  
October         2007                                  3.67        41.78        45.45  
November        2007  - November         2008         3.48                      3.48  
December        2008                                  3.48       160.67       164.15  
January         2009  - December         2013         2.68                      2.68  
January         2014                                  2.68       160.66       163.34  
February        2014  - October          2014         2.00                      2.00  
November        2014                                  2.00        48.20        50.20  
December        2014  - September        2015         1.80                      1.80  
October         2015                                  1.80       144.61       146.41  
November        2015  - October          2016         1.24                      1.24  
November        2016                                  1.24        48.20        49.44  
December        2016  - March            2019         1.04                      1.04  
April           2019                                  1.04       160.66       161.70  
May             2019  - June             2023          .36                       .36  
July            2023                                   .36        25.71        26.07  
August          2023  - October          2023          .25                       .25  
November        2023                                   .25        48.20        48.45  
December        2023  - June             2027          .04                       .04  
July            2027                                   .04        25.71        25.75  
</TABLE>



Virginia Quality Trust (Continued)

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>         
May             1996                          $      18.80                $    18.80  
November        1996  - May             2007         25.45                     25.45  
June            2007                                         $   112.46       112.46  
October         2007                                              41.78        41.78  
November        2007                                 22.59                     22.59  
May             2008  - November        2008         21.11                     21.11  
December        2008                                             160.67       160.67  
May             2009                                 17.07                     17.07  
November        2009  - November        2013         16.27                     16.27  
January         2014                                             160.66       160.66  
May             2014                                 13.52                     13.52  
November        2014                                 12.15        48.20        60.35  
May             2015                                 10.94                     10.94  
October         2015                                             144.61       144.61  
November        2015                                 10.38                     10.38  
May             2016                                  7.56                      7.56  
November        2016                                  7.56        48.20        55.76  
May             2017  - November        2018          6.35                      6.35  
April           2019                                             160.66       160.66  
May             2019                                  5.66                      5.66  
November        2019  - May             2023          2.23                      2.23  
July            2023                                              25.71        25.71  
November        2023                                  1.79        48.20        49.99  
May             2024  - May             2027           .30                       .30  
July            2027                                   .10        25.71        25.81  
</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                                          9
Settlement of Bonds in the Trusts                                9
The Fund                                                         9
Objectives and Securities Selection                             10
Risk Factors                                                    12
Replacement Bonds                                               15
Bond Redemptions                                                16
Distributions                                                   16
Change of Distribution Option                                   16
Certificates                                                    17
Estimated Current Returns and Estimated Long-Term Returns       17
Interest Earning Schedule                                       18
Calculation of Estimated Net Annual Interest Income             18
Accrued Interest                                                18
Accrued Interest                                                18
Public Offering                                                 19
General                                                         19
Offering Price                                                  21
Market for Units                                                22
Distributions of Interest and Principal                         22
Reinvestment Option                                             23
Redemption of Units                                             24
Reports Provided                                                25
Insurance on the Bonds in the Insured Trusts                    26
   
IM-IT TRUST                                                     33
IM-IT INTERMEDIATE TRUST                                        37
CALIFORNIA IM-IT TRUST                                          40
CONNECTICUT IM-IT TRUST                                         50
GEORGIA IM-IT TRUST                                             56
MICHIGAN IM-IT TRUST                                            62
NEW YORK IM-IT INTERMEDIATE LADDERED                              
MATURITY TRUST                                                  67
MARYLAND QUALITY TRUST                                          77
VIRGINIA QUALITY TRUST                                          81
    
NOTES TO PORTFOLIOS                                             87
UNDERWRITING                                                    89
TRUST ADMINISTRATION                                            92
Fund Administration and Expenses                                92
Sponsor                                                         92
Compensation of Sponsor and Evaluator                           92
Trustee                                                         93
Trustee's Fee                                                   93
Portfolio Administration                                        94
Sponsor Purchases of Units                                      95
Insurance Premiums                                              95
Miscellaneous Expenses                                          95
General                                                         95
Amendment or Termination                                        95
Limitation on Liabilities                                       96
Unit Distribution                                               97
Sponsor and Underwriter Compensation                            97
OTHER MATTERS                                                   99
Legal Opinions                                                  99
Independent Certified Public Accountants                        99
FEDERAL TAX STATUS                                              99
DESCRIPTION OF SECURITIES RATINGS                              103
REPORT OF INDEPENDENT CERTIFIED PUBLIC                            
ACCOUNTANTS                                                    105
STATEMENTS OF CONDITION                                        106
EQUIVALENT TAXABLE ESTIMATED CURRENT RETURN                       
TABLES                                                         109
ESTIMATED CASH FLOWS TO UNITHOLDERS                            113
</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
   
December 13, 1995



Insured MunicipalsIncome TrustandInvestors' Quality Tax-Exempt
Trust,Multi-Series 264

IM-IT 362

IM-IT 86th Intermediate

California IM-IT 148

Connecticut IM-IT 29

Georgia IM-IT 78

Michigan IM-IT 134

New York IM-IT Intermediate Laddered Maturity Series 17

Maryland Quality 75

Virginia Quality 68
    




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.

  1.4  Copy  of  Municipal  Bond  Investment
       Trust  Insurance  Policy  issued by  AMBAC  Indemnity  Corporation
       Company  and/or  Financial  Guaranty Insurance  Company  for  each
       Insured Trust.
  1.5  Form of Master Agreement Among Underwriters.
  3.1  Opinion  and consent of counsel as to legality of securities being
       registered.
  3.2  Opinion  of counsel as to the Federal,
       Georgia  and  Virginia  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 and as to income tax status to New
       York residents of Units of the New York IM-IT Intermediate
       Laddered Maturity Trust.
  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
       Connecticut residents of Units of the Connecticut IM-IT Trust.
  3.6  Opinion and consent of counsel as to income tax status to Michigan
       residents of Units of the Michigan IM-IT Trust.
  3.7  Opinion and consent of counsel as to income tax status to Maryland
       residents of Units of the Maryland Quality Trust.
  4.1  Consent of Interactive Data Corporation.
  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 264, 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 264 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 13th day of December, 1995.

                                    Insured Municipals Income Trust and
                                       Investors' Quality Tax-Exempt
                                       Trust, Multi-Series 264


                                    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 December 13, 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 264
                                    
                             Trust Agreement
                                    
                                                  Dated: December 13,
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

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

Attest:


By Scott E. Martin
   Secretary

                                    The Bank Of New York
                                    
                                    
                                    By Jeffrey Bieselin
                                       Vice President

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 264

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


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

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 264
  (Connecticut Insured Municipals Income Trust, Series 29


  Van Kampen American Capital Distributors, Inc.

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

Policy No.  FE014080             Policy Date:  December 13, 1995

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

P. Lassiter
President@AMBAC Indemnity Corporation

Stephen D. Cooke
Secretary

/w/Holly A. Walters
Authorized Representative@

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

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 264
  (Georgia Insured Municipals Income Trust, Series 78


  Van Kampen American Capital Distributors, Inc.

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

Policy No.  FE014099            Policy Date:  December 13, 1995

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

P. Lassiter
President@AMBAC Indemnity Corporation

Stephen D. Cooke
Secretary

/w/Holly A. Walters
Authorized Representative@

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

AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company

Agrees to Guarantee

  Insured Municipals Income Trust and Investors Quality
  Tax Exempt Trust, Combined Multi Series 264
  (Insured Municipals Income Trust, Series 362


  Van Kampen American Capital Distributors, Inc.

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

Policy No.  FE014106             Policy Date:  December 13, 1995

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

P. Lassiter
President@AMBAC Indemnity Corporation
     
     
Stephen D. Cooke
Secretary
     
w/Holly A. Walters
Authorized Representative@
     
     1.   Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.   Rights of AMBAC

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

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

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

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

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

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

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

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

9.   Conflict of Laws
     
     Any provision of this Policy which is on conflict with the laws of
the jurisdiction in which it is effective is hereby amended to conform
with the minimum requirements of such laws.
                                                        Exhibit 1.4

<TABLE>
<CAPTION>

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

Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 264
(Insured Municipals Income Trust , Series 362)             Date of Application:  December 13, 1995

 Item     Par     Full Name            Purpose of                                          Annual     Initial
 No.     Value    of Issuer               Bonds              Interest  Date of   Maturity  Premium    Annual
                                                             Rate      Bonds     Date      Rate       Premium
<S>      <C>    <C>           <C>                            <C>       <C>       <C>       <C>        <C>
  1.     $420M  Industrial    Multi-Family Mortgage          5.950%    12/01/95  03/01/28  .1340%     $562.80
                Development   Revenue Refunding Bonds (FHA
                Board of the  Insured Mortgage Loan-
                County of     Waterford Village Apartments
                Knox,         Project) Series 1995A (SMIP
                Tennessee     Option Premium Rate: .60%)
</TABLE>

<TABLE>
<CAPTION>

Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 264
(Georgia Insured Municipals Income Trust , Series 78)        Date of Application:  December 13, 1995

 Item     Par     Full Name            Purpose of                                          Annual     Initial
 No.     Value    of Issuer               Bonds              Interest  Date of   Maturity  Premium    Annual
                                                             Rate      Bonds     Date      Rate       Premium
<S>      <C>    <C>           <C>                            <C>       <C>       <C>       <C>        <C>
  1.     $275M  Housing       Multi-Family Mortgage          5.750%    01/01/94  07/01/14  .1100%     $302.50
                Authority of  Revenue Refunding Bonds (FHA
                Cobb County   Insured Mortgage Laon-
                (Georgia)     Garrison Plantation
                              Development) Series 1994A
                              (SMIP Option Premium Rate:
                              .60%)

  2.     $500M  Atlanta,      Water and Sewer Revenue        4.750%    10/10/93  01/01/23  .1000%    $500.00
                Georgia       Bonds, Series 1993 (SMIP
                              Option Premium Rate: .60%)
</TABLE>

<TABLE>
<CAPTION>

Insured Municipals Income Trust and Investors Quality
Tax Exempt Trust, Combined Multi Series 264
(Connecticut Insured Municipals Income Trust , Series 29)    Date of Application:  December 13, 1995

 Item     Par     Full Name            Purpose of                                          Annual     Initial
 No.     Value    of Issuer               Bonds              Interest  Date of   Maturity  Premium    Annual
                                                             Rate      Bonds     Date      Rate       Premium
<S>      <C>    <C>           <C>                            <C>       <C>       <C>       <C>        <C>
  1.     $110M  State of      General Obligation Capital     0.000%    11/14/89  11/01/09  .1000%     $110.00
                Connecticut   Appreciation Bonds (College
                              Savings Plan, Series 1989B)
                              (SMIP Option Premium Rate:
                              .60%)
</TABLE>



                                                               Exhibit 1.5

                   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            Indicated below our firm
set forth at the head of            name and address exactly
this Agreement                      as 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
                                    
                                    
                            December 13, 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 264
                                    
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   264
(hereinafter  referred  to  as  the  "Fund"),  in  connection  with   the
preparation,  execution and delivery of a Trust Agreement dated  December
13,  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. 33-63125) 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
                                    
                                    
                            December 13, 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 264
             ______________________________________________

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 264 (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  December
13,   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 certain laws of the State of  Georgia  (the
"State"),  to  determine their applicability to the Georgia  IM-IT  Trust
(the  "Georgia  Trust") being created as part of  the  Fund  and  to  the
holders  of Units in the Georgia Trust who are residents of the State  of
Georgia ("Unitholders").  The assets of the Georgia Trust will consist of
interest-bearing  obligations issued by or on  behalf  of  the  State  or
counties,  municipalities, authorities or political subdivisions  thereof
(the  "Georgia Bonds").  Distributions of interest on the Bonds  received
by  the  Georgia  Trust will be made semi-annually  unless  a  Unitholder
elects  to  receive them monthly.  Although we express  no  opinion  with
respect  thereto,  in  rendering the opinion expressed  herein,  we  have
assumed  that the Georgia Bonds were validly issued by the State  or  its
instrumentalities or municipalities,  as  the case may be.   Based on the
foregoing, and review and consideration of existing State laws, it is our
opinion,  and we herewith advise you, as follows:
     
         (a)   For purposes of income taxation by the State or any of its
     counties or municipalities:
          
               (1)   The Georgia Trust is not an association taxable as a
          corporation  and each Unitholder of the Georgia Trust  will  be
          treated  as  the  owner of a pro-rata portion  of  the  Georgia
          Trust,  and  the income of the Georgia Trust will therefore  be
          treated as the income of the Unitholder;
          
               (2)    Interest  on the Georgia Bonds which are excludable
          from gross income for federal income tax purposes when received
          by  the  Georgia  Trust  will  be  exempt  from  Georgia income
          taxation and therefore will not be includible in the income  of
          the Unitholder for income tax purposes when distributed  by the
          Georgia Trust and received by the Unitholders;
          
               (3)    Each Unitholder of the Georgia Trust will recognize
          gain or loss for income tax purposes if the Trustee disposes of
          a Georgia Bond (whether by sale, exchange, payment on maturity,
          retirement or otherwise) or if the Unitholder redeems or  sells
          Units  of the Georgia Trust to the extent that such transaction
          results  in  a recognized gain or loss for federal  income  tax
          purposes;
          
              (4)   Due to the amortization of bond premium and the basis
          adjustments   required  by  the  Internal   Revenue   Code,   a
          Unitholder, under some circumstances, may realize taxable  gain
          when  his  or  her  Units  are sold or redeemed  prior  to  the
          maturity  of  Georgia Bonds held by the Georgia  Trust  for  an
          amount less than or equal to such Units' original cost;
          
               (5)   In the case of Georgia Bonds issued before March 11,
          1987  with original issue discount the amount of gain  or  loss
          recognized for income tax purposes upon such sale or redemption
          of Georgia Bonds or Units may differ from the amount recognized
          for federal income tax purposes because original issue discount
          on  such  Georgia  Bonds may accrue on a  ratable  basis  under
          Georgia law; and
          
               (6)   Interest on indebtedness incurred by a Unitholder to
          purchase  or carry Units in the Georgia Trust and Trustee  fees
          and  related expenses incurred by the Georgia Trust  which  are
          not  deductible for federal income tax purposes  are  also  not
          deductible under Georgia law.
     
         (b)   Units of the Georgia Trust are not subject to sales or use
     taxation by the State or any political subdivision thereof;
     
          (c)    Georgia  Bonds  are not subject to  intangible  personal
     property taxation by the State or any political subdivision thereof;
     
          (d)    No opinion is expressed regarding whether Units  in  the
     Georgia  Trust are subject to intangible personal property  taxation
     by  the  State, however, according to discussions with  the  Georgia
     Department of Revenue, it is the Department's view that Units in the
     Georgia Trust would be subject to such tax;
     
          (e)   Georgia Bonds are not subject to sales or use taxation by
     the State or any political subdivision thereof; and
     
          (f)    In  the case of Trusts for which an insurance policy  or
     policies  with respect to the payment of principal and  interest  on
     the  Georgia Bonds has been obtained by the Depositor, any  proceeds
     paid  under such policy or policies issued to the Georgia Trust,  if
     any,  with  respect to the Georgia Bonds in the Georgia Trust  which
     represent  maturing interest on defaulted obligations  held  by  the
     Trustee  will be exempt from State income taxes if, and to the  same
     extent   as, such interest would have been so exempt if paid by  the
     issuer of the defaulted obligations provided that, at the time  such
     policies  are  purchased, the amounts paid  for  such  policies  are
     reasonable, customary and consistent with the reasonable expectation
     that  the issuer of the Georgia Bonds, rather than the insurer, will
     pay  debt  service  on the Georgia Bonds.  Paragraph  a(2)  of  this
     opinion  is  accordingly applicable to policy proceeds  representing
     maturing interest.
     
     We  have  not examined any of the Georgia Bonds to be deposited  and
held in the Georgia Trust or the proceedings for the issuance thereof  or
the  opinions of bond counsel with respect thereto, and therefore express
no opinion as to the exemption from State income taxes of interest on the
Georgia Bonds if received directly by a Unitholder.
     
     We  have  also  examined the income tax law of the  Commonwealth  of
Virginia  ("Virginia"), which is based upon the Federal Law, to determine
its  applicability  to the Virginia Quality Trust (the "Virginia  Trust")
being  created  as part of the Fund and to the holders of  Units  in  the
Virginia  Trust  who  are  residents  of  the  Commonwealth  of  Virginia
("Virginia Unitholders").
     
     The  assets  of  the Virginia Trust will consist of interest-bearing
obligations issued by or on behalf of Virginia ("Virginia") or  counties,
municipalities,  authorities  or  political  subdivisions  thereof   (the
"Bonds").  Although we express no opinion with respect to the issuance of
the  Bonds,  in rendering our opinion expressed herein, we  have  assumed
that:  (i)  the Bonds were validly issued, (ii) the interest  thereon  is
excludable  from gross income for federal income tax purposes  and  (iii)
the  interest thereon is exempt from income tax imposed by Virginia  that
is  applicable  to  individuals and corporations  (the  "Virginia  Income
Tax").  This opinion does not address the taxation of persons other  than
full  time  residents of Virginia.  Based upon the foregoing  it  is  our
opinion  that  under  Virginia income tax law, as presently  enacted  and
construed:
     
          (a)    The  Virginia Trust is not an association taxable  as  a
     corporation for Virginia income tax purposes and each Unitholder  of
     the  Virginia  Trust  will be treated as the owner  of  a  pro  rata
     portion  of the assets held by the Virginia Trust and the income  of
     such  portion  of  the  assets held by the Virginia  Trust  will  be
     treated  as  income of the Unitholder for purposes of  the  Virginia
     Income Tax.
     
          (b)    Income on the Bonds which is exempt from Virginia Income
     Tax  when received by the Virginia Trust, and which would be  exempt
     from  Virginia Income Tax if received directly by a Unitholder, will
     retain  its  status  as exempt from such tax when  received  by  the
     Virginia Trust and distributed to such Unitholder.
     
          (c)    Each Unitholder will recognize gain or loss for purposes
     of  the  Virginia  Income  Tax if the Trustee  disposes  of  a  bond
     (whether  by  redemption, sale or otherwise) or  if  the  Unitholder
     redeems or sells Units of the Virginia Trust to the extent that such
     a  transaction  results  in  a  recognized  gain  or  loss  to  such
     Unitholder  for federal income tax purposes, except as described  in
     this  paragraph.  Virginia law provides that all income from certain
     tax-exempt obligations issued under the laws of Virginia,  including
     any  profits made from the sale of such Bonds, shall be exempt  from
     all  taxation  by  Virginia.  Although we express  no  opinion,  the
     Virginia  Department  of  Taxation  has  indicated  that  the  gains
     recognized  for  federal  income tax  purposes  on  such  tax-exempt
     obligations  would  not  be  subject to  Virginia  Income  Taxation.
     Accordingly, any such gain relating to the disposition of  any  Bond
     that  would  not be subject to Virginia Income Tax if the  Bond  was
     held directly by a Unitholder will retain its tax-exempt status  for
     purposes of the Virginia Income Tax when the Bond is disposed of  by
     the Virginia Trust or when the Unitholder is deemed to have disposed
     of  his  pro rata portion of such Bond upon the disposition  of  his
     Unit  provided  that  such  gain can be determined  with  reasonable
     certainty and subtantiated.
     
          (d)    The  Virginia Income Tax does not permit a deduction  of
     interest  paid on indebtedness incurred or continued to purchase  or
     carry Units in the Virginia Trust to the extent that interest income
     related  to  the  Ownership of Units is exempt from Virginia  Income
     Tax.
     
     In  the  case of Unitholders subject to the Virginia Bank  Franchise
Tax, the income derived by such a Unitholder from his pro rata portion of
the Bonds held by the Virginia Trust may affect the determination of such
Unitholder's  Bank Franchise Tax.  Prospective investors  should  consult
their tax advisors.
     
     We  have  not examined any of the Bonds to be deposited and held  in
the  Virginia  Trust or the proceedings for the issuance thereof  or  the
opinions of the bond counsel with respect thereto, and therefore  express
no  opinion  as to the exemption from Virginia Income Tax of interest  on
the Virginia Bonds if received directly by a Unitholder.  In addition, we
express  no  opinion with respect to any taxes or items other than  those
described above.

                                    Very truly yours,
                                    
                                    
                                    
                                    Chapman and Cutler
MJK/cjw

                                                       Exhibit 3.3

                          Tanner Propp & Farber
                             99 Park Avenue
                        New York, New York  10016
                                    
                                    
                            December 13, 1995
                                    
                                    
                                    
Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust,
Multi-Series 264
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  264  (the
"Fund")  consisting  of  Insured Municipals  Income  Trust,  Series  362,
Insured  Municipals  Income Trust, 86th Intermediate  Series,  California
Insured   Municipals  Income  Trust,  Series  148,  Connecticut   Insured
Municipals  Income  Trust, Series 29, Georgia Insured  Municipals  Income
Trust,  Series 78, Michigan Insured Municipals Income Trust, Series  134,
New  York Insured Municipals Income Trust, Intermediate Laddered Maturity
Series  17, Maryland Investors' Quality Tax-Exempt Trust, Series  75  and
Virginia  Investors'  Quality Tax-Exempt Trust, Series  68  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 33-63125)
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
                                    
                                    
                            December 13, 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 148
                                    
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 148, (the "Fund"), in connection
with  the issuance under the Trust Indenture and Agreement dated December
13,  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 3,033  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. 33-63125) 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

                           Day, Berry & Howard
                               City Place
                    Hartford, Connecticut  06103-3499
                                    
                                    
                            December 13, 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 264

Gentlemen:
     
     You  have  requested that we act as special counsel with respect  to
certain Connecticut tax aspects of Connecticut Insured Municipals  Income
Trust, Series 29 (the "Connecticut  IM-IT Trust"), being created as  part
of  Insured  Municipals  Income Trust and Investors'  Qualify  Tax-Exempt
Trust, Multi-Series 264 (the "Fund").
     
     The  Fund is created under  a Trust Agreement dated the date  hereof
and Standard Terms and Conditions of Trust to which it refers, both among
Van  Kampen  American Capital Distributors, Inc., as Depositor,  American
Portfolio  Advisory Services, a division of Van Kampen  American  Capital
Investment  Advisory Corp., as Evaluator, and The Bank of  New  York,  as
Trustee.  The Fund will issue units in several state trusts, one of which
is the Connecticut IM-IT Trust.  Each unit of the Connecticut IM-IT Trust
(a  "Unit")  represents a fractional undivided interest in the  principal
and  net  income  of the Connecticut IM-IT Trust.  The Connecticut  IM-IT
Trust and the trust for any other state included in the Fund will each be
administered  as  a separate and distinct entity for all  purposes,  each
having its own separate assets, expenses, accounts, and certificates.
     
     You have informed us that, upon the sale of Units of the Connecticut
IM-IT  Trust  to  investors  (the  "Unitholders"),  the  assets  of   the
Connecticut  IM-IT  Trust  will  consist  of  certain  obligations   (the
"Bonds"); that certain of the Bonds have been issued by or on behalf  the
State of Connecticut or its political subdivisions or other public bodies
created  under the laws of the State of Connecticut, and the  balance  of
the Bonds have been issued by or on behalf of entities classified for the
relevant  purposes  as territories or possessions of the  United  States,
including  one or more of Puerto Rico, Guam, or the Virgin  Islands,  the
interest   on  the  obligations  of  which  Federal  law  would  prohibit
Connecticut from taxing if received directly by the Unitholders; that, in
the  opinion  of  bond counsel to the issuers of each of the  Bonds,  the
interest   thereon   is  exempt  from  Federal  income   taxation;   that
distributions  to  Unitholders of interest received  by  the  Connecticut
IM-IT   Trust  and  of  amounts  received  thereby  upon  the   maturity,
redemption,  sale, or other disposition of the Bonds will be  made  semi-
annually  except  in the case of Unitholders who have elected  a  shorter
distribution  period; and that the Connecticut IM-IT  Trust  will  obtain
insurance guaranteeing the payment of principal and interest on all Bonds
when  due while the Bonds are held by the Connecticut IM-IT Trust, except
for  Bonds, if any, as to which the issuer thereof or another person  has
arranged for such insurance.
     
     You  have  informed us that, in the opinion of Messrs.  Chapman  and
Cutler,  for Federal income tax purposes (i) the Connecticut IM-IT  Trust
will  not  be classified as an association, but will be governed  by  the
provisions of subchapter J of chapter 1 of the Internal Revenue  Code  of
1986,  relating to trusts; (ii) pursuant to subpart E of said  subchapter
J,  each  Unitholder will be considered to be the owner of a  portion  of
each  asset of the Connecticut  IM-IT Trust and to have a portion of each
item  of income of the Connecticut IM-IT Trust, in each case such portion
being equal to the part of the whole thereof that the number of Units  of
the  Connecticut  IM-IT Trust held by him bears to the  total  number  of
outstanding Units of the Connecticut IM-IT Trust; (iii) each such item of
income  will have the same character in the hands of a Unitholder  as  in
the  hands  of  the Trustee; (iv) such income will be excludable  from  a
Unitholder's Federal gross income to the extent it consists  of  interest
excludable  therefrom for Federal income tax purposes; (v) gain  or  loss
will  be  recognized by a Unitholder upon the redemption or sale  of  his
Units or upon the maturity, redemption, sale, or other disposition  of  a
Bond  held by the Connecticut IM-IT Trust; and (vi) any amounts  received
by  the  Connecticut  IM-IT Trust representing  maturing  interest  on  a
defaulted Bond will be excludable from gross income if, and to  the  same
extent  as,  such interest would have been so excludable if paid  by  its
issuer.
     
     Based  on  the foregoing, and relying explicitly on the  opinion  of
Messrs. Chapman and Cutler regarding Federal income tax matters,  we  are
of the opinion that, under existing Connecticut law:
     
           1.   The Connecticut IM-IT Trust is not liable for any tax  on
     or measured by net income imposed by the State of Connecticut.
     
          2.   Interest income of the Connecticut IM-IT Trust from a Bond
     issued  by  or on behalf of the State of Connecticut, any  political
     subdivision  thereof,  or  public instrumentality,  state  or  local
     authority, district, or similar public entity created under the laws
     of  the State of Connecticut (a "Connecticut Bond"), or from a  Bond
     issued  by United States territories or possessions the interest  on
     which Federal law would prohibit Connecticut from taxing if received
     directly  by  a Unitholder from the issuer thereof, is  not  taxable
     under  the  Connecticut  tax on the Connecticut  taxable  income  of
     individuals,  trusts,  and estates (the "Connecticut  Income  Tax"),
     when any such interest is received by the Connecticut IM-IT Trust or
     distributed by it to such a Unitholder.
     
          3.   Insurance proceeds received by the Connecticut IM-IT Trust
     representing  maturing  interest on  defaulted  Bonds  held  by  the
     Connecticut IM-IT Trust are not taxable under the Connecticut Income
     Tax  if,  and  to  the same extent as, such interest  would  not  be
     taxable  thereunder if paid directly to the Connecticut IM-IT  Trust
     by the issuer of such Bonds.
     
           4.    Gains and losses recognized by a Unitholder for  Federal
     income  tax purposes upon the maturity, redemption, sale,  or  other
     disposition  by the Connecticut IM-IT Trust of a Bond  held  by  the
     Connecticut  IM-IT  Trust  or upon the redemption,  sale,  or  other
     disposition  of  a Unit of the Connecticut IM-IT  Trust  held  by  a
     Unitholder  are taken into account as gains or losses, respectively,
     for purposes of the Connecticut Income Tax, except that, in the case
     of  a Unitholder holding a Unit of the Connecticut IM-IT Trust as  a
     capital  asset, such gains and losses recognized upon the  maturity,
     redemption,  sale  or exchange of a Connecticut  Bond  held  by  the
     Connecticut  IM-IT Trust are excluded from gains  and  losses  taken
     into  account for purposes of such tax, and no opinion is  expressed
     as  to  the  treatment for purposes of such tax of gains and  losses
     recognized to the extent attributable to Connecticut Bonds, upon the
     redemption, sale, or other disposition by a Unitholder of a Unit  of
     the Connecticut IM-IT Trust held by him.
     
           5.   The portion of any interest income or capital gain of the
     Connecticut  IM-IT Trust that is allocable to a Unitholder  that  is
     subject to the Connecticut corporation business tax is includable in
     the gross income of such Unitholder for purposes of such tax.
     
           6.   An interest in a Unit of the Connecticut IM-IT Trust that
     is owned by or attributable to a Connecticut resident at the time of
     his  death  is  includable in his gross estate for purposes  of  the
     Connecticut succession tax and the Connecticut estate tax.
     
     We  hereby consent, without admitting that we are in the category of
persons  whose consent is required, to the filing of this opinion  as  an
exhibit  to the Registration Statement relating to the Units and  to  the
reference  to  our  firm  as  special Connecticut  tax  counsel  in  such
Registration Statement and the Prospectus contained therein.
     
     We  understand  that you may deliver a copy of this opinion  to  the
Trustee  and hereby consent to the Trustee's relying on this  opinion  as
though it were addressed to the Trustee.
                                    
                                    Very truly yours,
                                    
                                    Day, Berry & Howard
                                    

                                                          Exhibit 3.6

                   Miller, Canfield, Paddock and Stone
                  1400 North Woodward Avenue, Suite 100
                 Bloomfield Hills, Michigan  48303-2014
                                    
                                    
                            December 13, 1995
                                    
                                    
Insured Municipals Income Trust and
Investors' Quality Tax-Exempt Trust
   Multi-Series 264
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 264
101 Barclay Street
New York, New York  10286
     
     
     Re:          Insured Municipals Income Trust and
         Investors' Quality Tax-Exempt Trust, Multi-Series 264
         (Michigan Insured Municipals Income Trust, Series 134)

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 264 (Michigan Insured Municipals Income Trust,
Series  134  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 December 136, 1995, filed
with the Securities and Exchange commission in Registration No. 33-63125.
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.  33-63125  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 3.7

                           Weinberg and Green
                        100 South Charles Street
                     Baltimore, Maryland  21201-2773
                                    
                                    
                            December 13, 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 264
       (Maryland Investors' Quality Tax-Exempt Trust, Series 75)

Ladies and Gentlemen:
     
     We  have  acted as special Maryland counsel to you as  sponsor  (the
"Sponsor") of the Insured Municipals Income Trust and Investors'  Quality
Tax-Exempt  Trust,  Multi-Series  264  (the  "Fund")  which  contains  an
individual   trust  consisting  of  Maryland  securities  (the   "Bonds")
designated  as  Maryland Investors' Quality Tax-Exempt Trust,  Series  75
(the "Maryland Trust").  You have asked that we, acting in such capacity,
render an opinion to you with respect to certain matters relating to  the
tax treatment, under the state and local income tax laws of Maryland,  of
the  Maryland Trust and of the units of fractional undivided interest  in
the  Maryland Trust (the "Units") to be issued pursuant to a Registration
Statement  on Form S-6 filed with the Securities and Exchange  Commission
under  the  Securities Act of 1933, as amended (File No.  33-63125)  (the
"Registration Statement").
     
     As  a  basis  for our opinions, we have examined such provisions  of
Maryland law as we considered relevant.  We are relying on the opinion of
Chapman and Cutler, counsel to the Sponsor, as to the federal income  tax
consequences of an investment in the Maryland Trust of the Fund.
     
     Each Unit represents a fractional undivided interest in the Maryland
Trust.  In the opinion of Chapman and Cutler, for federal tax purposes:
     
          (a)    interest  and accrued original issue discount  on  Bonds
     which  is  excludable from gross income under the  Internal  Revenue
     Code  of 1986 will retain its status when distributed to holders  of
     Units ("Unitholders");
     
          (b)     each Unitholder is considered to be the owner of a  pro
     rata portion of the Maryland Trust under subpart E, subchapter J  of
     chapter 1 of the Internal Revenue Code of 1986, as amended; and
     
          (c)    each  Unitholder  will have a  taxable  event  when  the
     Maryland Trust disposes of a Bond or when the Unitholder redeems  or
     sells his Units.
     
     It is our understanding, and the following opinions assume, that the
Maryland  Trust  consists of debt obligations  issued  by  the  State  of
Maryland,  its  political subdivisions or authorities and  that,  in  the
opinion of recognized bond counsel (delivered on the date of issuance  of
the obligations), the interest on such obligations generally would not be
includable  in  gross income for federal income tax purposes  (except  in
certain  limited  circumstances referred to in  the  Prospectus  included
within the Registration Statement) if paid directly to a Unitholder.  The
term  "Bonds"  as  used  in  the  following  opinions  means  only  those
obligations.  We have not made any review of the proceedings relating  to
the  issuance  of the Bonds or the basis of the opinions of bond  counsel
with  respect to the exclusion of the interest thereon from gross  income
for federal income tax purposes.
     
     It  is our further understanding, and the following opinions assume,
that  the  Maryland  Trust will have no income other  than  (i)  interest
income  on  the Bonds and (ii) gain on the disposition of the Bonds,  and
that  all  of the income of the Maryland Trust, less expenses  and  fees,
will be distributed currently to the Unitholders.
     
     Based on the foregoing, it is our opinion that:
     
           1.    For  Maryland State and local income tax  purposes,  the
     Maryland Trust will not be recognized as an association taxable as a
     corporation,  but rather as a fiduciary whose income distributed  to
     Unitholders  will not be subject to Maryland State and local  income
     taxation.
     
           2.     To the extent that interest and accrued original  issue
     discount  derived  from  the Maryland Trust  by  a  Unitholder  with
     respect  to the Bonds is excludable from federal gross income,  such
     interest  will  not  be subject to Maryland state  or  local  income
     taxes.  Subject to a three-year phase in period, interest paid to  a
     "financial  institution"  will  not  be  subject  to  the   Maryland
     Franchise Tax..
     
           3.    In  the case of taxpayers who are individuals,  Maryland
     presently  imposes  an income tax on items of  tax  preference  with
     reference to such items as defined in the Internal Revenue Code,  as
     amended  from time to time, for purposes of calculating the  federal
     alternative minimum tax.  Interest paid on certain private  activity
     bonds  constitutes  a  tax  preference  item  for  the  purpose   of
     calculating  the  federal alternative minimum tax.  Accordingly,  if
     the  Maryland  Trust holds such bonds, 50% of the interest  on  such
     bonds in excess of a threshold amount is taxable in Maryland.
     
          4.   Capital gain, including gain realized by a Unitholder from
     the  redemption,  sale  or other disposition  of  a  Unit,  will  be
     included  in the taxable base of Unitholders for Maryland state  and
     local  income  taxation  purposes.  However,  Maryland  defines  the
     taxable  net income of individuals as federal adjusted gross  income
     with  certain  modifications.  Likewise, the  Maryland  taxable  net
     income  of  corporations  is  federal taxable  income  with  certain
     modifications.   There is available to Maryland income  taxpayers  a
     modification  which  allows those taxpayers  to  subtract  from  the
     Maryland  taxable base the gain included in federal  adjusted  gross
     income  or  federal taxable income, as the case  may  be,  which  is
     realized  from  the  disposition of Bonds  by  the  Maryland  Trust.
     Consequently,  by  making that modification,  a  Unitholder  who  is
     entitled to make the subtraction modification will not be subject to
     Maryland  state  or local income tax with respect to  gain  realized
     upon  the  disposition  of  Bonds by  the  Maryland  Trust.   Profit
     realized  by a "financial institution" from the sale or exchange  of
     Bonds will be subject to the Maryland Franchise Tax.  Subject  to  a
     three-year   phase  in  period,  profit  realized  by  a  "financial
     institution" from the sale or exchange of Bonds will not be  subject
     to the Maryland Franchise Tax..
     
     We  have not been asked for, nor are we rendering, any opinion as to
the  treatment of the Maryland Trust and of the Units under the  Maryland
inheritance and estate tax laws.
     
     We  hereby consent to the filing of this letter as an exhibit to the
Registration  Statement  and  to  the  reference  to  this  firm  in  the
Prospectus included in the Registration Statement.

                                    Very truly yours,
                                    
                                    Weinberg and Green
                                    

                                                              Exhibit 4.1

Interactive Data
14 Wall Street
New York, New York  10005


December 11, 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 264 (A Unit Investment Trust)
     Registered Under the Securities Act of 1933, File No. 33-63125
                                    
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 264, consisting of:  Insured Municipals Income
   Trust , Series 362, Insured Municipals Income Trust, Intermediate
   Series 86, California Insured Municipals Income Trust, Series 148,
   Connecticut Insured Municipals Income Trust, Series 29, Georgia
   Insured Municipals Income Trust, Series 78, Michigan Insured
   Municipals Income Trust, Series  134 and New York Insured Municipals
   Income Trust, Intermediate Laddered Maturity Series 17
     
     Pursuant to your request for a Standard & Poor's rating on the units
of  the  above-captioned  trust,  SEC  #33-63125  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 December 13, 1995 on the statements
of  condition  and  related bond portfolios of Insured Municipals  Income
Trust  and Investors' Quality Tax-Exempt Trust, Multi-Series 264  (IM-IT,
IM-IT  Intermediate, California IM-IT, Connecticut IM-IT, Georgia  IM-IT,
Michigan  IM-IT, New York IM-IT Intermediate Laddered Maturity,  Maryland
Quality and Virginia Quality Trusts) as of December 13, 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
December 13, 1995

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This report reflects the current period taken from 487 on December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 362
<NAME> IMIT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               8637016     
<INVESTMENTS-AT-VALUE>              8637016     
<RECEIVABLES>                         33333     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      8670349     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             33333     
<TOTAL-LIABILITIES>                   33333     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            8637016     
<SHARES-COMMON-STOCK>                  9082     
<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>                        8637016     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 86
<NAME> IMIN
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               4914270     
<INVESTMENTS-AT-VALUE>              4914270     
<RECEIVABLES>                         31592     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      4945862     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             31592     
<TOTAL-LIABILITIES>                   31592     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            4914270     
<SHARES-COMMON-STOCK>                  5000     
<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>                        4914270     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 148
<NAME> I-CA
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               2884400     
<INVESTMENTS-AT-VALUE>              2884400     
<RECEIVABLES>                         35874     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2920274     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             35874     
<TOTAL-LIABILITIES>                   35874     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2884400     
<SHARES-COMMON-STOCK>                  3033     
<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>                        2884400     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 29
<NAME> I-CT
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               2962380     
<INVESTMENTS-AT-VALUE>              2962380     
<RECEIVABLES>                         34244     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2996624     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             34244     
<TOTAL-LIABILITIES>                   34244     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2962380     
<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>                        2962380     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 78
<NAME> I-GA
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               3000418     
<INVESTMENTS-AT-VALUE>              3000418     
<RECEIVABLES>                         47395     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      3047813     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             47395     
<TOTAL-LIABILITIES>                   47395     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            3000418     
<SHARES-COMMON-STOCK>                  3155     
<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>                        3000418     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 134
<NAME> I-MI
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               2935751     
<INVESTMENTS-AT-VALUE>              2935751     
<RECEIVABLES>                         18509     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2954260     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             18509     
<TOTAL-LIABILITIES>                   18509     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2935751     
<SHARES-COMMON-STOCK>                  3087     
<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>                        2935751     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 17
<NAME> ILNY
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               3103992     
<INVESTMENTS-AT-VALUE>              3103992     
<RECEIVABLES>                         29285     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      3133277     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             29285     
<TOTAL-LIABILITIES>                   29285     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            3103992     
<SHARES-COMMON-STOCK>                  3150     
<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>                        3103992     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 75
<NAME> Q-MD
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               2941454     
<INVESTMENTS-AT-VALUE>              2941454     
<RECEIVABLES>                         50754     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2992208     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             50754     
<TOTAL-LIABILITIES>                   50754     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2941454     
<SHARES-COMMON-STOCK>                  3093     
<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>                        2941454     
<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 December 13, 1995 it
is unaudited
</LEGEND>
<SERIES>
<NUMBER> 68
<NAME> Q-VA
       
<CAPTION>
<S>                         <C>                  
<PERIOD-TYPE>               YEAR                 
<FISCAL-YEAR-END>               OCT-31-1996     
<PERIOD-START>                  DEC-13-1995     
<PERIOD-END>                    DEC-13-1995     
<INVESTMENTS-AT-COST>               2959524     
<INVESTMENTS-AT-VALUE>              2959524     
<RECEIVABLES>                         34096     
<ASSETS-OTHER>                            0     
<OTHER-ITEMS-ASSETS>                      0     
<TOTAL-ASSETS>                      2993620     
<PAYABLE-FOR-SECURITIES>                  0     
<SENIOR-LONG-TERM-DEBT>                   0     
<OTHER-ITEMS-LIABILITIES>             34096     
<TOTAL-LIABILITIES>                   34096     
<SENIOR-EQUITY>                           0     
<PAID-IN-CAPITAL-COMMON>            2959524     
<SHARES-COMMON-STOCK>                  3112     
<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>                        2959524     
<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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