VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 11, 485BPOS, 1996-04-25

VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 11
485BPOS, 1996-04-25

Previous: VAN KAMPEN MERRITT EQUITY OPPORTUNITY TRUST SERIES 8, 485BPOS, 1996-04-25

Next: VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 12, 485BPOS, 1996-04-25

File No. 33-57933
CIK #896971

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

Post-Effective
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

Van Kampen American Capital Equity Opportunity Trust, Series 11
(Exact Name of Trust)

Van Kampen American Capital Distributors, Inc.
(Exact Name of Depositor)

One Parkview Plaza
Oakbrook Terrace, Illinois 60181
(Complete address of Depositor's principal executive offices)

Van Kampen American Capital Distributors, Inc. Chapman and Cutler
Attention: Don G. Powell Attention: Mark J. Kneedy
One Parkview Plaza 111 West Monroe Street
Oakbrook Terrace, Illinois 60181 Chicago, Illinois 60603

(Name and complete address of agents for service)

( X ) Check if it is proposed that this filing will become effective
on April 24, 1996 pursuant to paragraph (b) of Rule 485.

FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST, SERIES 1

Van Kampen American Capital Equity Opportunity Trust, Series 11

PROSPECTUS PART ONE

NOTE: Part One of this Prospectus may not be distributed unless accompanied by
Part Two.Please retain both parts of this Prospectus for future reference.

THE TRUST

The First of Michigan Financial Institutions Trust, Series 1 (the "First
of Michigan Financial Institutions Trust" ), is one unit investment trust
in the Van Kampen American Capital Equity Opportunity Trust, Series 11 (the
"Trust" ). The First of Michigan Financial Institutions Trust offers
investors the opportunity to purchase Units representing proportionate
interests in a fixed, diversified portfolio of Securities. Unless terminated
earlier, the Trust will terminate on March 15, 1999 and any securities then
held will, within a reasonable time thereafter, be liquidated or distributed
by the Trustee. Any Securities liquidated at termination will be sold at the
then current market value for such Securities; therefore, the amount
distributable in cash to a Unitholder upon termination may be more or less
than the amount such Unitholder paid for his Units.

PUBLIC OFFERING PRICE

The Public Offering Price per Unit of each Trust is equal to the aggregate
underlying value of the Equity Securities in such Trust plus or minus cash, if
any, in the Capital and Income Accounts, divided by the number of Units
outstanding, plus a sales charge of 4.5% of the Public Offering Price which is
equivalent to 4.712% of the aggregate underlying value of the Securities. See
"Summary of Essential Financial Information" in Part Two.

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.

The Date of this Prospectus is April 17, 1996

FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST, SERIES 1

Van Kampen American Capital Equity Opportunity Trust, Series 11
Summary of Essential Financial Information

As of March 1, 1996
Managing Underwriter
& Supervisor: First of Michigan Corporation
Sponsor: Van Kampen American Capital Distributors, Inc.
Evaluator: American Portfolio Evaluation Services
(A division of an affiliate of the Sponsor)
Trustee: The Bank of New York

<TABLE>
<CAPTION>
First of
Michigan
Financial
Institutions
Trust
<S> <C>
General Information
Number of Units....................................................................................... 1,451,000
Fractional Undivided Interest in the Trust per Unit .................................................. 1/1,451,000
Public Offering Price:
Aggregate Value of Securities in Portfolio <F1>...................................................... $ 18,567,398
Aggregate Value of Securities per Unit (including accumulated dividends)............................. $ 12.87
Sales Charge 4.5% (4.712% of Aggregate Value of Securities excluding principal cash) per Unit <F3>... $ .61
Public Offering Price per Unit <F2><F3>.............................................................. $ 13.48
Redemption Price per Unit............................................................................. $ 12.87
Secondary Market Repurchase Price per Unit............................................................ $ 12.87
Excess of Public Offering Price per Unit Over Redemption Price per Unit............................... $ .61
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Supervisor's Annual Supervisory Fee...Maximum of $.0025 per Unit
Evaluator's Annual Fee ...............Maximum of $.0025 per Unit

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.

Date of Deposit.......................March 15, 1995
Mandatory Termination Date............March 15, 1999
Minimum Termination Value.............The Trust may be terminated if the net asset value of such Trust is less than 40% of the
total value of Equity Securities deposited in the Trust during the primary offering period.
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Special Information......................................
Calculation of Estimated Net Annual Dividends per Unit...
Estimated Gross Annual Dividends per Unit............... $ .33471
Less: Estimated Expenses per Unit....................... $ .01706
Estimated Net Annual Dividends per Unit................. $ .31765
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Trustee's Annual Fee.....................$.008 per Unit
Income Distribution Record Date..........TENTH day of June and December.
Income Distribution Date.................TWENTY-FIFTH day of June and December.
Capital Account Record Date..............TENTH day of December.
Capital Account Distribution Date <F4>...TWENTY-FIFTH day of December.

<FN>
<F1>Equity Securities listed on a national securities exchange are valued at the
last available closing sale price, or if no such price exists, or if the Equity
Securities are not so listed, at the closing ask price thereof.

<F2>Anyone ordering Units will have added to the Public Offering Price a pro rata
share of any cash in the Income and Capital Accounts.

<F3>Effective on each March 22, commencing March 22, 1996, the secondary sales
charge will decrease by .5 of 1% to a minimum sales charge of 3.5%. See "
Public Offering-Offering Price."

<F4>Distributions from the Capital Account will be made monthly on the
twenty-fifth day of the month to Unitholders of record on the tenth day of
such month if the amount available for distributions equals at least $0.01 per
unit.
</TABLE>

PORTFOLIO

The First of Michigan Financial Institutions Trust consists of 24 different
issues of Equity Securities, issued by financial institutions headquartered in
the states of Michigan, Indiana, and Ohio (the "Great Lakes Region" )
and listed on a national securities exchange, the NASDAQ National Market
System or traded in the over-the-counter market.

PER UNIT INFORMATION

<TABLE>
<CAPTION>
1995<F1>
<S> <C>
Net asset value per Unit at beginning of period...................................................................... $ 9.62
Net asset value per Unit at end of period............................................................................ $ 12.43
Distributions to Unitholders of investment income including accumulated dividends paid on Units redeemed (average
Units outstanding for entire period)................................................................................. $ 0.21
Distributions to Unitholders from Equity Security redemption proceeds (average Units outstanding for entire period).. $ --
Unrealized appreciation (depreciation) of Equity Securities (per Unit outstanding at end of period).................. $ 2.70
Units outstanding at end of period................................................................................... 1,560,000
</TABLE>

For the period from March 15, 1995 (date of deposit) through December 31, 1995.

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of Van Kampen American Capital Distributors, Inc.
and the Unitholders of First of Michigan Financial Institutions Trust, Series
1: (Van Kampen American Capital Equity Opportunity Trust, Series 11):

We have audited the accompanying statement of condition (including the
analysis of net assets) and the related portfolio of the First of Michigan
Financial Institutions Trust, Series 1 (Van Kampen American Capital Equity
Opportunity Trust, Series 11) as of December 31, 1995, and the related
statements of operations and changes in net assets for the period from March
15, 1995 (date of deposit) through December 31, 1995. These statements are the
responsibility of the Trustee and the Sponsor. Our responsibility is to
express an opinion on such 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 securities owned at December 31, 1995 by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee and
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 the First of Michigan
Financial Institutions Trust, Series 1 (Van Kampen American Capital Equity
Opportunity Trust, Series11) as of December 31, 1995, and the results of
operations and changes in net assets for the period from March 15, 1995 (date
of deposit) through December 31, 1995, in conformity with generally accepted
accounting principles.

GRANT THORNTON LLP

Chicago, Illinois

March 15, 1996

<TABLE>
FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST
SERIES 1
Statements of Condition
December 31, 1995
<CAPTION>
First of
Michigan
Financial
Institutions
Trust
<S> <C>
Trust property
Cash.................................................................................... $ 11,485
Securities at market value, (cost $15,126,751) (note 1)................................. 19,332,900
Accumulated dividends................................................................... 51,418
Receivable for securities sold.......................................................... --
$ 19,395,803
Liabilities and interest to Unitholders
Cash overdraft.......................................................................... $ --
Redemptions payable..................................................................... --
Interest to Unitholders................................................................. 19,395,803
$ 19,395,803
Analysis of Net Assets
Interest of Unitholders (1,560,000 Units of fractional undivided interest outstanding)
Cost to original investors of 1,650,000 Units (note 1).................................. $ 16,669,622
Less initial underwriting commission (note 3)........................................... 717,831
15,951,791
Less redemption of 90,000 Units......................................................... 1,102,200
14,849,591
Undistributed net investment income
Net investment income................................................................... 382,066
Less distributions to Unitholders....................................................... 315,052
67,014
Realized gain (loss) on Security sale or redemption..................................... 273,049
Unrealized appreciation (depreciation) of Securities (note 2)........................... 4,206,149
Distributions to Unitholders of Security sale or redemption proceeds.................... --
Net asset value to Unitholders.......................................................... $ 19,395,803
Net asset value per Unit (1,560,000 Units outstanding)................................... $ 12.43
</TABLE>

The accompanying notes are an integral part of this statement.

<TABLE>
FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST, SERIES 1
Statements of Operations
Period from March 15, 1995 (date of deposit) through December 31, 1995
<CAPTION>
1995
<S> <C>
Investment income
Dividend income..................................................... $ 395,562
Expenses
Trustee fees and expenses........................................... 10,701
Evaluator fees...................................................... 2,795
Supervisory fees.................................................... --
Total expenses...................................................... 13,496
Net investment income............................................... 382,066
Realized gain (loss) from Securities sale or redemption
Proceeds............................................................ 1,098,088
Cost................................................................ 825,039
Realized gain (loss)................................................ 273,049
Net change in unrealized appreciation (depreciation) of Securities... 4,206,149
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......$ 4,861,264
</TABLE>

<TABLE>
Statements of Changes in Net Assets
Period from March 15, 1995 (date of deposit) through December 31, 1995
<CAPTION>
1995
<S> <C>
Increase (decrease) in net assets
Operations:
Net investment income...................................................... $ 382,066
Realized gain (loss) on Securities sale or redemption...................... 273,049
Net change in unrealized appreciation (depreciation) of Securities......... 4,206,149
Net increase (decrease) in net assets resulting from operations............ 4,861,264
Distributions to Unitholders from:
Net investment income...................................................... (315,052)
Securities sale or redemption proceeds..................................... --
Redemption of Units (1,102,200)
Total increase (decrease).................................................. 3,444,012
Net asset value to Unitholders
Beginning of period........................................................ 15,951,791
Additional Securities purchased from proceeds of Unit Sales................ --
End of period (including undistributed net investment income of $67,014)... $ 19,395,803
</TABLE>

The accompanying notes are an integral part of these statements.

<TABLE>
FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST, SERIES 1
PORTFOLIO as of December 31, 1995
<CAPTION>
Valuation of Securities
Number at December 31,
of Market Value Per 1995
Shares Name of Issuer Share (Note 1)
<S> <C> <C> <C>
11,503 CB Financial Corporation $ 34.250 $ 393,978
41,468 CFSB Bancorp, Inc. 21.500 891,562
69,036 Charter One Financial, Inc. 30.625 2,114,227
14,708 Chemical Financial Corporation 41.000 603,028
23,132 CitFed Bancorp, Inc. 34.500 798,054
28,638 Citizens Banking Corporation 29.750 851,981
23,384 Comerica, Inc. 40.125 938,283
52,263 D&N Financial Corporation 12.250 640,222
19,924 First of Chicago NBD 39.500 786,998
19,468 First Indiana Corporation 26.250 511,035
28,649 First Michigan Bank Corporation 27.750 795,010
22,262 FirstFed of America Bank Corporation 44.375 987,876
24,347 FirstMerit Corporation 30.000 730,410
24,809 Fort Wayne National Corporation 32.250 800,090
67,794 Franklin Bank, N.A. 13.125 889,796
42,469 Huntington Bancshares, Inc. 24.000 1,019,256
23,809 Independent Bank Corporation 27.500 654,747
23,632 Indiana Federal Corporation 21.250 502,180
67,833 Mutual Savings Bank, F.S.B. 6.000 406,998
28,610 Old Kent Financial Corporation 41.125 1,176,586
39,549 Ottawa Financial Corporation 15.750 622,897
84,267 Republic Bancorp, Inc. 10.750 905,870
25,512 Standard Federal Bank 39.375 1,004,535
15,758 Strongsville Savings Bank 19.500 307,281
822,824 $ 19,332,900
</TABLE>

The accompanying notes are an integral part of this statement.

FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST SERIES 1
Notes to Financial Statements
December 31, 1995

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Security Valuation - Securities listed on a national securities exchange are
valued at the last closing sales price or, if not so listed, at the closing
asked price.

Security Cost - The original cost to the Trust of the Securities was based,
for Securities listed on a national securities exchange on the closing sale
prices on the exchange or, if not so listed, at the closing asked price.
The cost was determined on the day of the various Dates of Deposit.

Unit Valuation - The redemption price per Unit is the pro rata share of each
Unit based upon (1) the cash on hand in the Trust or monies in the process of
being collected, (2) the Securities in the Trust based on the value as
described in Note 1 and (3) accumulated dividends thereon, less accrued
expenses of the Trust, if any.

Federal Income Taxes - Each Unitholder is considered to be the owner of a pro
rata portion of the Trust and, accordingly, no provision has been made for
Federal Income Taxes.

Distributions to Unitholders of the Trust's taxable income will be taxable as
ordinary or capital gain income to Unitholders.

Other - The financial statements are presented on the accrual basis of
accounting. Any realized gains or losses from securities transactions are
reported on an identified cost basis.

NOTE 2 - PORTFOLIO

Unrealized Appreciation and Depreciation - An analysis of net unrealized
appreciation (depreciation) at December 31, 1995 is as follows:

<TABLE>
<CAPTION>
First of
Michigan
Financial
Institutions
Trust
<S> <C>
Unrealized Appreciation $ 4,206,149
Unrealized Depreciation --
$ 4,206,149
</TABLE>

NOTE 3 - OTHER

Marketability - Although it is not obligated to do so, the Managing
Underwriter intends to maintain a market for Units and to continuously offer
to purchase Units at prices, subject to change at any time, based upon the
value of the Securities in the portfolio of the Trust valued as described in
Note 1, plus accumulated dividends to the date of settlement. If the supply
of Units exceeds demand, or for other business reasons, the Managing
Underwriter may discontinue purchases of Units at such prices. In the event
that a market is not maintained for the Units, a Unitholder desiring to
dispose of his Units may be able to do so only by tendering such Units to the
Trustee for redemption at the redemption price.

Cost to Investors - The cost to original investors was based on the underlying
value of the Securities per Unit on the date of an investor's purchase, plus a
sales charge of 4.5% of the public offering price which is equivalent to
4.712% of the aggregate offering price of the Securities. The secondary market
cost to investors is based on the determination of the underlying value of the
Securities per Unit on the date of an investor's purchase plus a sales charge
of 4.5% of the public offering price which is 4.712% of the underlying value
of the Securities. Effective on each March 22, commencing March 22, 1996, the
secondary sales charge will decrease by .5 of 1% to a minimum sales charge of
3.5%.

Compensation of Evaluator and Supervisor - the Supervisor receives a fee for
providing portfolio supervisory services for the Trust ($.0025 per Unit, not
to exceed the aggregate cost of the Supervisor for providing such services to
all applicable Trusts). The Evaluator receives an annual fee for regularly
evaluating the Trust's portfolio. Both fees may be adjusted for increases
under the category "All Services Less Rent of Shelter" in the Consumer
Price Index.

NOTE 4 - REDEMPTION OF UNITS

During the period ended December 31, 1995, 90,000 Units, were presented for
redemption.

First of Michigan
CORPORATION

First of Michigan Financial Institutions Trust

Prospectus Part Two

The Trust. First of Michigan Financial Institutions Trust, Series 1 and Series
2 (the "Trust" ) are separate unit investment trusts which are
contained in Series 11 and Series 17, respectively, of the Van Kampen American
Capital Equity Opportunity Trust. Each Trust offers investors the opportunity
to purchase Units representing proportionate interests in a fixed, diversified
portfolio of common stocks issued by financial institutions headquartered in
the states of Michigan, Illinois, Indiana and Ohio (the "Equity
Securities" ). Unless terminated earlier, each Trust will terminate on the
Mandatory Termination Date set forth under "Summary of Essential Financial
Information" in Part One and any Equity Securities then held will, within
a reasonable time thereafter, be liquidated or distributed by the Trustee. Any
Equity Securities liquidated at termination will be sold at the then current
market value for such Equity Securities; therefore, the amount distributable
in cash to a Unitholder upon termination may be more or less than the amount
such Unitholder paid for his or her Units.

Objectives of the Trust. The objectives of the Trusts are to provide the
potential for capital appreciation and income by investing in a portfolio of
common stocks issued by financial institutions incorporated or headquartered
in the states of Michigan, Illinois, Indiana and Ohio. See "Portfolio"
in Part One. Each Unit of a Trust represents an undivided fractional interest
in all the Equity Securities deposited in such Trust. There is, of course, no
guarantee that the objectives of the Trust will be achieved.

Public Offering Price. The secondary market Public Offering Price of each
Trust will include the aggregate underlying value of the Securities in such
Trust, the applicable sales charge as described herein, and cash, if any, in
the Income and Capital Accounts held or owned by such Trust. The minimum
purchase is 200 Units (100 Units for a tax-sheltered retirement plan). See
"Public Offering."

NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE.

Both parts of this Prospectus should be retained for future reference.

This Prospectus is dated as of the date of the Prospectus Part One
accompanying the Prospectus Part Two.

Dividend and Capital Distributions. Distributions of dividends and capital, if
any, received by a Trust will be paid in cash on the applicable distribution
date to Unitholders of record on the record date as set forth in the "
Summary of Essential Financial Information" in Part One. Any distribution
of income and/or capital will be net of the expenses of the Trusts. See "
Tax Status." Additionally, upon termination of a Trust, the Trustee will
distribute, upon surrender of Units for redemption, to each Unitholder his pro
rata share of such Trust's assets, less expenses, in the manner set forth
under "Rights of Unitholders--Distributions of Income and Capital."

Secondary Market for Units. After the initial offering period, although not
obligated to do so, the Managing Underwriter intends to maintain a market for
Units of a Trust and offer to repurchase such Units at prices which are based
on the aggregate underlying value of Equity Securities in the Trust (generally
determined by the closing sale prices of the listed Equity Securities and the
bid prices of the over-the-counter traded Equity Securities), plus or minus a
pro rata share of cash, if any, in the Capital and Income Accounts of the
Trust. If a secondary market is not maintained, a Unitholder may redeem Units
through redemption at prices based upon the aggregate underlying value of the
Equity Securities in a Trust (generally determined by the closing sale prices
of the listed Equity Securities and the bid prices of the over-the-counter
traded Equity Securities), plus or minus a pro rata share of cash, if any, in
the Capital and Income Accounts of the Trust. See "Rights of
Unitholders--Redemption of Units."

Termination. Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of a Trust. The
Sponsor will determine the manner, timing and execution of the sale of the
Equity Securities. At least 60 days prior to the Mandatory Termination Date
the Trustee will provide written notice thereof to all Unitholders and will
include with such notice a form to enable Unitholders to elect a distribution
of shares of Equity Securities if such Unitholder owns at least 2,500 Units of
the Trust rather than to receive payment in cash for such Unitholder's pro
rata share of the amounts realized upon the disposition by the Trustee of
Equity Securities. All Unitholders will receive cash in lieu of any fractional
shares. To be effective, the election form, and other documentation required
by the Trustee, must be returned to the Trustee at least five business days
prior to the Mandatory Termination Date. Unitholders not electing a
distribution of shares of Equity Securities will receive a cash distribution
from the sale of the remaining Securities within a reasonable time after a
Trust is terminated. See "Trust Administration--Amendment or
Termination."

Reinvestment Option. Unitholders have the opportunity to have their
distributions reinvested into an open-end, management investment company as
described herein. See "Rights of Unitholders--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
possible deterioration of either the financial condition of the issuers or the
general condition of the stock market, volatile interest rates, economic
recession, the limited liquidity of certain Securities and potential increased
regulation on banks and thrifts. The Trusts are not actively managed and
Equity Securities will not be sold by a Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Units of the
Trusts 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. See
"Risk Factors."

THE TRUST

Each Trust was created under the laws of the State of New York pursuant to a
Trust Indenture and Agreement (the "Trust Agreement" ), dated the
Initial Date of Deposit, 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, First of Michigan
Corporation, as Supervisor and The Bank of New York, as Trustee.

The Trusts may be appropriate mediums for investors who desire to participate
in a diversified portfolio of equity securities issued by financial
institutions headquartered in the states of Michigan, Illinois, Indiana and
Ohio. Diversification of assets in a Trust will not eliminate the risk of loss
always inherent in the ownership of securities.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee the
Equity Securities including delivery statements relating to contracts for the
purchase of certain such Equity Securities and an irrevocable letter of credit
issued by a financial institution in the amount required for such purchases.
Thereafter, the Trustee, in exchange for such Equity Securities (and
contracts) so deposited, delivered to the Sponsor documentation evidencing the
ownership of Units of the related Trust. Unless otherwise terminated as
provided in the Trust Agreement, each Trust will terminate on the Mandatory
Termination Date and Equity Securities then held will within a reasonable time
thereafter be liquidated or distributed by the Trustee.

Each Unit of a Trust initially offered represents an undivided interest in
such Trust. To the extent that any Units are redeemed by the Trustee the
fractional undivided interest in the Trust represented by each unredeemed Unit
will increase although the actual interest in the 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 Managing
Underwriter, or until the termination of the Trust Agreement.

OBJECTIVES AND SECURITIES SELECTION

The objectives of the Trusts are to provide investors with the potential for
capital appreciation and income. The portfolio is described under "Trust
Portfolio" herein and "Portfolio" in Part One. An investor will be
subjected to taxation on the dividend income received from a Trust and on
gains from the sale or liquidation of Securities (see "Tax Status" ).
Investors should be aware that there is not any guarantee that the objectives
of the Trusts will be achieved because they are subject to the continuing
ability of the respective Equity Security issuers to continue to declare and
pay dividends and because the market value of the Equity Securities can be
affected by a variety of factors. Common stocks may be especially susceptible
to general stock market movements and to volatile increases and decreases of
value as market confidence in and perceptions of the issuers change. Investors
should be aware that there can be no assurance that the value of the
underlying Equity Securities will increase or that the issuers of the Equity
Securities will pay dividends on outstanding common shares. Any distributions
of income will generally depend upon the declaration of dividends by the
issuers of the Equity Securities and the declaration of any dividends depends
upon several factors including the financial condition of the issuers and
general economic conditions.

In the opinion of the Managing Underwriter, banks and thrifts are generally in
their best financial shape in at least a decade. As a result of recent
improvements in loan demand and an increase in fee-based income, the Managing
Underwriter believes that bank and thrift stocks currently offer investors the
potential for growth and income. In selecting Securities for the Trusts the
following factors, among others, may have been considered: asset quality,
earnings momentum, management expertise, the financial institution's earnings
outlook, the relative stability and diversity of the Great Lakes Region and
the potential for continued consolidation in the industry. Based upon these
factors, and the decline in prices in certain bank and thrift stocks, the
Managing Underwriter believes that the Securities selected for inclusion in
the Trusts were undervalued at the time of the initial Date of Deposit. There
is, however, no assurance that the above mentioned factors will result in
increases in the stock prices of the Securities included in the Trust. While
past performance of many of the Equity Securities selected for the Trust has
been excellent and dividend payments have been consistent there is no
assurance that such performance or consistent dividend payments will continue
in the future.

Investors should be aware that the Trust is not a "managed" fund and
as a result the adverse financial condition of a company will not result in
its elimination from the portfolio except under extraordinary circumstances
(see "Trust Administration--Portfolio Administration" ). In addition,
Equity Securities will not be sold by the Trust to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Investors should
note in particular that the Equity Securities were selected by the Managing
Underwriter prior to the Initial Date of Deposit. The Trust may continue to
purchase or hold Equity Securities originally selected through this process
even though the evaluation of the attractiveness of the Equity Securities may
have changed and, if the evaluation were performed again at that time, the
Equity Securities would not be selected for the Trust.

TRUST PORTFOLIO

The First of Michigan Finanacial Institutions Trust, Series 1 consists of
Equity Securities issued by financial institutions headquartered in the states
of Michigan, Illinois, Indiana and Ohio (the "Great Lakes Region" ) and
listed on a national securities exchange, the NASDAQ National Market System or
traded in the over-the-counter market. Each of the companies whose Equity
Securities are included in the portfolios were selected based upon those
factors referred to under "Objectives and Securities Selection" above.
The following is a general description of each of the companies included in
each Trust.

MICHIGAN

Banks

Comerica, Inc. headquartered in Detroit, Michigan, is the largest bank holding
company in the State of Michigan with over $33 billion in assets. The company
operates banking affiliates in Michigan, Illinois, Florida, Texas and
California. 1994 was a record year in earnings and the company has paid a
higher dividend each year for more than 25 years.

First of America Bank Corporation, headquartered in Kalamazoo, Michigan, is
the 32nd largest bank holding company in the United States as of 1994
year-end, based on assets of over $24 billion. First of America operates over
600 offices in Michigan, Illinois, Indiana and Florida, serving over 350
communities. The bank engages in commercial banking, retail banking and
mortgage banking and provides trust and other financial services.

Old Kent Financial Corporation, with over $10 billion in assets, is the third
largest bank holding company in Michigan. The company, based in Grand Rapids,
Michigan, has 15 affiliate banks and 181 offices throughout Michigan, and six
affiliate banks with 26 offices in Illinois. The company has just completed
the acquisition of First National Bank of Mt. Clemens which had $530 million
in assets and 15 offices, all in Macomb County, Michigan. The company has
reported 22 years of record earnings and dividends since becoming a holding
company in 1972.

Citizens Banking Corporation, headquartered in Flint, Michigan, is the fourth
largest bank holding company in the State. The company is the parent of seven
commercial banks: Citizens Commercial & Savings Bank of Flint, Second National
Bank of Saginaw, National Bank of Royal Oak, Second National Bank of Bay City,
State Bank of Standish, Grayling State Bank and Commercial National Bank of
Berwyn, Illinois. Citizens Banking Corporation has also announced an agreement
to acquire four Michigan banks from Banc One Corporation. 1994 marked the 12th
consecutive year of record net operating income.

First Michigan Bank Corporation, headquartered in Holland, Michigan, is a $2.7
billion diversified financial services company. The corporation is engaged in
commercial and retail banking and other financial services, including trust,
brokerage, and credit insurance. The corporation operates under a "Super
Community Bank" concept with 12 affiliate banks and 76 offices throughout
western Michigan. The corporation has reported 13 consecutive years of record
earnings and dividend increases.

Chemical Financial Corporation, based in Midland, Michigan, is the sixth
largest bank in the State. The parent company has 10 bank subsidiaries and a
data processing services subsidiary. The bank operates 85 banking offices in
23 counties, serving the smaller communities across the mid-section of
Michigan. 1994 marked the 20th consecutive year of increased operating
earnings and dividends.

Republic Bancorp, Inc. is a bank holding company with $1.4 billion in assets.
The company operates two banking entities, Republic Bank based in Ann Arbor,
Michigan with 25 offices in Michigan, and Republic Savings Bank, with 10
offices in Ohio. The company also operates three mortgage banking companies
with over 40 loan production offices in 19 states.

CB Financial Corporation, headquartered in Jackson, Michigan, is the parent
holding company of City Bank and Trust Company (which was founded in 1848 and
is the oldest continuously operating financial institution in Michigan), City
Bank in Lansing/St. Johns and CB North in Charlevoix. CB Financial Corporation
and its banking subsidiaries have 42 banking offices providing commercial,
trust and personal banking services in northwest and mid-central Michigan.

Independent Bank Corporation, headquartered in Ionia, Michigan, was
established as a bank holding company in 1974. The company has four affiliate
banks with 33 branch offices and over $500 million in assets. The parent's
largest affiliate, Independent Bank, was founded in 1864 and is one of the
oldest community banks in the State.

Franklin Bank, N.A. is headquartered in Southfield, Michigan. With assets of
$427 million, the bank is the only independently owned commercial bank
headquartered in Oakland County with assets between $200 million and $9
billion. The bank has three branch offices in Southfield, Birmingham and
Grosse Pointe Woods and an exclusive Business Center located in Southfield.

Thrifts

Standard Federal Bancorporation, headquartered in Troy, Michigan, is the
largest thrift in the Midwest with over $12 billion in assets and is the
leading home mortgage lender in Michigan. The bank operates 170 banking
centers, 10 home lending centers and 295 automated teller machines throughout
Michigan, Indiana and Ohio. The company also operates a network of mortgage
origination offices through its Interfirst wholesale banking division.

D&N Financial Corporation, headquartered in Hancock, Michigan, is the parent
of D&N Bank, a federal savings bank, whose roots can be traced back to 1889 as
the Northern Michigan Building & Loan Association. D&N established offices in
Detroit in 1910 (which were later sold in 1983) and started operations in
Flint in 1917. Today, D&N has 41 financial services offices throughout
southeastern Michigan, the upper peninsula of Michigan and northeastern
Wisconsin.

Mutual Savings Bank, F.S.B., headquartered in Bay City, Michigan, is the
fourth largest savings bank in Michigan with over $860 million in assets. The
bank serves central and southern Michigan with 25 full-service retail offices
and one loan production office.

CFSB Bancorp, Inc., headquartered in Lansing, Michigan, is the holding company
for Community First Bank. The company has over $730 million in assets.
Community First Bank specializes in residential mortgage lending and retail
banking services. The bank serves the mid-section of Michigan from 18 branch
locations and three off-site 24-hour ATM banking centers.

Ottawa Financial Corporation, located in Holland, Michigan, is the holding
company for Ottawa Savings Bank, F.S.B., which was originally organized in
1888. The bank converted to a federal savings bank in 1988. The corporation
was formed in 1994 and offered common stock in an initial public offering in
connection with the conversion of Ottawa Savings Bank from a mutual savings
bank to a stock savings bank. Ottawa Savings has 10 retail banking locations
in Kent, Ottawa and Allegan counties.

ILLINOIS

Banks/Thrifts

First Chicago NBD Corporation, headquartered in in Chicago, Illinois, is the
largest back holding company in the Midwest and the seventh largest in the
country based on assets. The Company was formed from the December 1, 1995
merger of First Chicago Corporation and NBD Bancorp, based in Detriot,
Michigan.

INDIANA

Banks/Thrifts

Fort Wayne National Corporation is the third largest independent bank holding
company in the State of Indiana, with over $2.1 billion in assets. The company
is the parent of Fort Wayne National Bank, which has been providing its
customers with a wide range of personal and commercial banking services for
over 60 years. The company also operates four other bank affiliates and owns
Fort Wayne National Life Insurance Company.

First Indiana Corporation, headquartered in Indianapolis, Indiana, is a
holding company for First Indiana Bank, the largest independently owned bank
based in Indianapolis. The bank operates 29 offices in metropolitan
Indianapolis, Evansville, Franklin, Mooresville, Pendleton, Rushville, and
Waterfield. In addition, First Indiana has six mortgage services offices in
Indiana. Other subsidiaries include One Mortgage Corp. with offices in Florida
and North Carolina; One Insurance Agency, a full-service insurance agency; and
One Investment Corporation, which offers brokerage services.

Indiana Federal Corporation, based in Valparaiso, Indiana, is the holding
company for Indiana Federal Bank for Savings. With over $710 million is
assets, Indiana Federal Corporation operates a network of 13 full-service
offices in northwest Indiana and loan production offices in Valparaiso,
Highland and Mishawaka, Indiana. The company has just completed the
acquisition of NCB Corporation, parent company of NoreCen Bank, headquartered
in Culver, Indiana, with over $50 million in assets and two banking offices.

OHIO

Banks/Thrifts

Huntington Bancshares, Inc., headquartered in Columbus, Ohio, is the 4th
largest bank holding company in the State of Ohio, with over $17 billion in
assets. The company's banking subsidiaries operate over 340 offices in Ohio,
Florida, Illinois, Indiana, Kentucky, Michigan, Pennsylvania and West
Virginia. In addition, mortgage, trust investment banking and automotive
finance subsidiaries manage 75 offices in 16 states. The company also provides
international banking services.

Charter One Financial, Inc., headquarted in Cleveland, Ohio, is the holding
company for Charter One Bank, which is the largest federally insured financial
institution in Ohio. In 1995, Charter One Financial merged with FirstFed
Michigan Corporation, which was the parent of First Federal of Michigan.

FirstMerit Corporation, headquartered in Akron, Ohio, is the new name for the
former First Bancorporation of Ohio, effective March 1, 1995. The company has
6 wholly owned bank subsidiaries that serve Summit, Cuyahoga, Medina, Lorain,
Stark, Wayne, Portage, Erie, Richland, Knox, Ashtabula, Lake and Geauga
counties in Ohio. Bancorp Trust Company, N.A., a subsidiary of FirstMerit
Corporation, serves Naples and Ft. Myers, Florida. Life Savings Bank, FSB, a
subsidiary of the company, serves the Clearwater, Florida market.

CitFed Bancorp, Inc., with over $2.2 billion in assets, is a financial
services company headquartered in Dayton, Ohio. The company was incorporated
in 1991 and is the parent of Citizens Federal Bank, F.S.B., which was founded
in 1934. Citizens Federal has 22 branch offices located in a five-county area.
In addition, Citizens originates one-to-four residential mortgage loans
through its wholly owned subsidiary, CitFed Mortgage Corporation of America,
which has 10 mortgage origination offices in Dayton, Cincinnati and Columbus,
Ohio; Lexington and Louisville, Kentucky; and Virginia Beach, Virginia.

Strongsville Savings Bank is an Ohio-chartered, federally insured savings
association whose principal business activities are conducted from its 10
offices, including its headquarters in Strongsville, Ohio. The bank's branches
are located in Cuyahoga, Lorain and Medina counties.

TRUST PORTFOLIO (continued)

The First of Michigan Finanacial Institutions Trust, Series 2 consistsof
Equity Securities issued by financial institutions headquartered in the states
of Michigan, Illinois, Indiana and Ohio (the "Great Lakes Region" ) and
listed on a national securities exchange, the NASDAQ National Market System or
traded in the over-the-counter market. Each of the companies whose Equity
Securities are included in the portfolios were selected based upon those
factors referred to under "Objectives and Securities Selection" above.
The following is a general description of each of the companies included in
each Trust.

MICHIGAN

Banks

Capitol Bancorp Limited, headquartered in Lansing, Michigan, is a multi-bank
holding company. The company primarily serves small business banking customers
through its six affiliates - Capitol National Bank, Ann Arbor Commerce Bank,
Grand Haven Bank, Oakland Commerce Bank, Paragon Bank & Trust and Portage
Commerce Bank.

Chemical Financial Corporation, based in Midland, Michigan, is the sixth
largest bank holding company headquartered in the state. The parent company
has ten banking subsidiaries and a data processing services subsidiary. The
bank operates 85 banking offices in 23 counties, serving the smaller
communities across the mid-section of Michigan. 1994 marked the 20th
consecutive year of increased operating earnings and dividends.

Citizens Banking Corporation, headquartered in Flint, Michigan, is the fourth
largest bank holding company in the State. The company is the parent of seven
commercial banks - Citizens Commercial & Savings Bank of Flint, Second
National Bank of Saginaw, National Bank of Royal Oak, Second National Bank of
Bay City, State Bank of Standish, Grayling State Bank and Commercial National
Bank of Berwyn, Illinois. 1994 marked the 12th consecutive year of record net
operating income.

Comerica, Inc., headquartered in Detroit, Michigan, is the largest bank
holding company in the State of Michigan with over $35 billion in assets. The
company operates banking affiliates in Michigan, Illinois, Florida, Texas and
California. 1994 was a record year in earnings and the company has paid a
higher dividend each year for more than 25 years.

First of America Bank Corporation, headquartered in Kalamazoo, Michigan, is
the 32nd largest bank holding company in the United States based on assets of
over $24 billion. First of America operates over 600 offices in Michigan,
Illinois, Indiana and Florida, serving over 350 communities. The bank engages
in commercial banking, retail banking and mortgage banking and provides trust
and other financial services.

Franklin Bank, N.A. is headquartered in Southfield, Michigan, is the only
independently owned commercial bank headquartered in Oakland County with
assets between $200 million and $9 billion. The company has three branch
offices in Southfield, Birmingham and Grosse Pointe Woods and an exclusive
Business Center located in Southfield.

Old Kent Financial Corporation, the third largest in Michigan and the 58th
largest in the United States with nearly $12 billion in assets, is a bank
holding company based in Grand Rapids, Michigan, with 195 full service offices
throughout Michigan and 27 offices in Illinois.

Republic Bancorp, Inc. is a bank holding company with $1.4 billion in assets.
The company operates two banking entities, Republic Bank based in Ann Arbor,
Michigan with 24 offices in Michigan, and Republic Savings Bank, with 11
offices primarily in the greater Cleveland, Ohio area. The company also
operates three mortgage banking companies with over 57 loan production offices
in 20 states.

Shoreline Financial Corporation, headquartered in Benton Harbor, Michigan, is
the parent of Shoreline Bank, which was formed from the 1994 merger of the
company's two affiliates - Inter-City Bank of Benton Harbor and Citizens Trust
and Savings Bank of South Haven. Shoreline Bank is the largest independent
bank located in southwest Michigan with over $640 million in assets and 23
offices.

Thrifts

CFSB Bancorp, Inc., headquartered in Lansing, Michigan, is the holding company
for Community First Bank. The company has over $745 million in assets.
Community First Bank specializes in residential mortgage lending and retail
banking services. The bank serves the mid-section of Michigan from 18 branch
locations and three off-site 24-hour ATM banking centers.

D&N Financial Corporation, headquartered in Hancock, Michigan, is the second
largest savings institution headquartered in Michigan based on $1.1 billion in
assets. It is the parent of D&N Bank, a Federal Savings Bank, whose roots can
be traced back to 1889 as the Northern Michigan Building & Loan Association.
D&N has 41 financial services offices throughout southeastern Michigan, the
Upper Peninsula and northeastern Wisconsin.

MSB Financial, Inc., headquartered in Marshall, Michigan, is the holding
company for Marshall Savings Bank, F.S.B. The Corporation was formed and
offered common stock in an IPO (initial public offering) in February, 1995 in
connection with the conversion of Marshall Savings Bank from a mutual to a
stock savings bank. With approximately $52 million in assets and $38 million
in deposits, Marshall Savings Bank serves southwestern Michigan with two
offices in the city of Marshall, Michigan.

Ottawa Financial Corporation, located in Holland, Michigan, is the holding
company for Ottawa Savings Bank, FSB, which was originally organized in 1888.
The bank converted to a federal savings bank in 1988. The corporation was
formed in 1994 and offered common stock in an IPO (initial public offering) in
August, 1994 in connection with the conversion of Ottawa Savings Bank from a
mutual savings bank to a stock savings bank. Ottawa Savings has ten retail
banking locations in Kent, Ottawa and Allegan counties.

SJS Bancorp, Inc., located in St. Joseph, Michigan, is the holding company for
SJS Federal Savings Bank. The corporation was formed and offered common stock
in an IPO (initial public offering) in February, 1995 in connection with the
conversion of Fidelity Savings Bank from a mutual to a stock savings bank.
With approximately $130 million in assets and $100 million in deposits, SJS
Federal Savings Bank serves southwestern Michigan with two offices in St.
Joseph and one each in South Haven and Stevensville, Michigan.

Standard Federal Bancorporation, headquartered in Troy, Michigan, is the
largest thrift in the Midwest with $13 billion in assets and is the leading
home mortgage lender in Michigan. The bank operates 164 banking centers, 10
home lending centers and 312 automated teller machines throughout Michigan,
Indiana and Ohio. The company also operates a network of mortgage origination
offices through its Interfirst wholesale banking division.

Sturgis Federal Savings Bank, headquartered in Sturgis, Michigan, is a
federally chartered stock savings bank. It was founded in 1905 as a state
chartered mutual savings and loan. Sturgis Federal market area covers all of
St. Joseph County and parts of Cass, Branch, Calhoun, and Kalamazoo counties.
The bank has offices in Sturgis, White Pidgeon, Colon and Three Rivers,
Michigan.

ILLINOIS

Banks/Thrifts

First Chicago NBD Corporation, headquartered in Chicago, Illinois, is the
largest bank holding company in the Midwest and the seventh largest in the
country based on assets. The Company was formed from the December 1. 1995
merger of First Chicago Corporation and NBD Bancorp, based in Detroit,
Michigan.

NS Bancorp, Inc. is the holding company for Northwestern Savings and Loan
Association. The association provides savings and checking accounts, various
commercial and consumer loans and other financial services. Northwestern
operates six branches in Cook County, Illinois. In 1996, the Compnay signed an
agrement to merge with MAF Bancorp, based in Chicago.

St. Paul Bancorp, Inc. is the holding company for St. Paul Federal Bank for
Savings. St. Paul Federal is a federally chartered stock savings bank
operating 52 offices in the Chicago metropolitan area. The bank conducts a
full service banking business. The company's other subsidiaries also provide
discount brokerage, insurance and real estate development services.

Standard Financial, Inc. is a savings and loan holding company for Standard
Federal Bank for Savings. The bank operates 13 full-service banking offices on
the southwest side of Chicago and nearby suburbs. The bank offers a variety of
retail deposit and lending services and attracts deposits from the general
public and invests these funds in mortgage loans and mortgage-backed
securities.

INDIANA

Banks/Thrifts

Fort Wayne National Corporation is the third largest independent bank holding
company in the State of Indiana, with over $2.1 billion in assets. The company
is the parent of Fort Wayne National Bank, which has been providing its
customers with a wide range of personal and commercial banking services for
over 60 years. The parent also operates five other bank affiliates and owns
Fort Wayne National Life Insurance Company.

Indiana Federal Corporation, headquartered in Valparaiso, Indiana, is the
holding company for Indiana Federal Bank for Savings. With over $725 million
in assets, Indiana Federal operates a network of 15 full-service offices in
northwest Indiana and loan production offices in Valparaiso, Highland and
Mishawaka, Indiana.

OHIO

Banks/Thrifts

Charter One Financial Inc., headquartered in Cleveland, Ohio, is the holding
company for Charter One Bank, which is the largest federally insured financial
institution in Ohio. In 1995, Charter One Financial merged with FirstFed
Michigan Corporation, which was the parent of First Federal of Michigan.

CitFed Bancorp, Inc., with over $2.2 billion in assets, is a financial
services company headquartered in Dayton, Ohio. The company was incorporated
in 1991 and is the parent of Citizens Federal Bank, F.S.B., which was founded
in 1934. Citizens Federal has 28 branch office, located in a five-county area.
In addition, Citizens originates one-to-four residential mortgage loans
through its wholly owned subsidiary, CitFed Mortgage Corporation, which has 11
mortgage origination offices in Ohio, Kentucky, Virginia and North Carolina.

Haverfield Corporation, with over $330 million in assets, is headquartered in
Cleveland, Ohio. It is the parent company of Home Bank, F.S.B. and owns Home
Financial, Inc. Home Bank is a leading provider of financial products and
services in northeast Ohio, with 11 offices in Beachwood, Brooklyn, Cleveland,
Lakewood, Mayfield Village, Mentor, Rocky River, University Heights and
Westlake.

National City Corporation, is a $35 billion diversified financial services
company, headquartered in Cleveland, Ohio. National City operates banks and
other financial services subsidiaries principally in Ohio, Kentucky, and
Indiana.

Security First Corporation with over $440 million in assets, is headquartered
in Cleveland, Ohio. It is the parent company of Security Federal Savings and
Loan Association. The bank operates ten offices in a five-county area in
Northeast Ohio.

General. Each Trust consists of such of the Equity Securities listed under
"Portfolio" in Part One as may continue to be held from time to time
in the related Trust and any additional Equity Securities acquired and held by
such Trust pursuant to the provisions of the Trust Agreement together with
cash held in the Income and Capital Accounts. Neither the Sponsor nor the
Trustee shall be liable in any way for any failure in any of the Equity
Securities. However, should any contract for the purchase of any of the Equity
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in the related Trust to cover such
purchase are reinvested in substitute Equity Securities in accordance with the
Trust Agreement, refund the cash and sales charge attributable to such failed
contract to all Unitholders on the next distribution date.

Because certain of the Equity Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that a Trust will retain for any length of time its
present size and composition. Although each portfolio is not managed, the
Sponsor may instruct the Trustee to sell Equity Securities under certain
limited circumstances. Pursuant to the Trust Agreement and with limited
exceptions, the Trustee may sell any securities or other property acquired in
exchange for Equity Securities such as those acquired in connection with a
merger or other transaction. If offered such new or exchanged securities or
property, the Trustee shall reject the offer. However, in the event such
securities or property are nonetheless acquired by a Trust, they may be
accepted for deposit in the Trust and either sold by the Trustee or held in
the Trust pursuant to the direction of the Sponsor (who may rely on the advice
of the Supervisor). See "Trust Administration--Portfolio
Administration." Equity Securities, however, will not be sold by a Trust
to take advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation.

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

The Managing Underwriter may acquire the Equity Securities for the Sponsor.
The Managing Underwriter in its general securities business acts as agent or
principal in connection with the purchase and sale of equity securities,
including the Equity Securities in a Trust, and may act as a market maker in
certain of the Equity Securities. The Managing Underwriter may also, from time
to time, issue reports on and make recommendations relating to equity
securities, which may include the Equity Securities. From time to time the
Managing Underwriter may act as investment banker or an employee or affiliate
may be a director of a company whose shares are included among the Equity
Securities; nonpublic information concerning such a company would not be
disclosed to the Managing Underwriter or for the benefit of a Trust under such
circumstances.

RISK FACTORS

An investment in Units of the Trusts should be made with an understanding of
the problems and risks inherent in the financial institutions industry in
general. Banks, thrifts and their holding companies are especially subject to
the adverse effects of economic recession, volatile interest rates, portfolio
concentrations in geographic markets and in commercial and residential real
estate loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest margin. Recently bank's
profits have benefited from the yield spread on earning assets in relation to
their cost of funds. There is no certainty that such conditions will continue.
Commercial loan demand for banks has been weak and an increasing number of
commercial loans have been securitized, which could have a potential adverse
effect on the market share of the commercial banking system. Bank and thrift
institutions have received significant consumer mortgage fee income as a
result of recent activity in the mortgage and refinance markets. As initial
home purchasing and refinancing activity subsides, this income is being
diminished. Economic conditions in the real estate markets, which have been
weak in the recent past, can have a substantial effect upon banks and thrifts
because they generally have a portion of their assets invested in loans
secured by real estate, as has recently been the case for a number of banks
and thrifts with respect to commercial real estate in the northeastern and
southwestern regions of the United States. Banks, thrifts and their holding
companies are subject to extensive federal regulation and, when such
institutions are state-chartered, to state regulation as well. Such
regulations impose strict capital requirements and limitations on the nature
and extent of business activities that banks and thrifts may pursue.
Furthermore, bank regulators have a wide range of discretion in connection
with their supervisory and enforcement authority and may substantially
restrict the permissible activities of a particular institution if deemed to
pose significant risks to the soundness of such institution or the safety of
the federal deposit insurance fund. Regulatory actions, such as increases in
the minimum capital requirements applicable to banks and increases in deposit
insurance premiums required to be paid by banks to the Federal Deposit
Insurance Corporation ("FDIC" ), can negatively impact earnings and the
ability of a company to pay dividends. Neither federal insurance of deposits
nor governmental regulations, however, ensure the solvency or profitability of
banks or their holding companies or insure against any risk of investment in
the securities issued by such institutions.

The statutory requirements applicable to and regulatory supervision of banks,
thrifts and their holding companies have increased significantly and have
undergone substantial changes in recent years. To a great extent, these
changes are embodied in the Financial Institutions Reform, Recovery and
Enforcement Act, enacted in August 1989, the Federal Deposit Insurance
Corporation Improvement Act of 1991, the Resolution Trust Corporation
Refinancing, Restructuring, and Improvement Act of 1991 and the regulations
promulgated under these laws. Many of the regulations promulgated pursuant to
these laws have only recently been finalized and their impact on the business,
financial condition and prospects of the Equity Securities in the Trust's
portfolio cannot be predicted with certainty. Periodic efforts by recent
Administrations to introduce legislation broadening the ability of banks and
thrifts to compete with new products have not been successful, but if enacted
could lead to more failures as a result of increased competition and added
risks. Failure to enact such legislation, on the other hand, may lead to
declining earnings and an inability to compete with unregulated financial
institutions. Efforts to expand the ability of federal thrifts to branch on an
interstate basis have been initially successful through promulgation of
regulations, and legislation to liberalize interstate banking has recently
been signed into law. Under the legislation, banks will be able to purchase or
establish subsidiary banks in any state, one year after the legislation's
enactment. Starting in mid-1997, banks would be allowed to turn existing banks
into branches, though states could pass laws to permit interstate branch
banking before then. Consolidation is likely to continue in both cases. The
Securities and Exchange Commission and the Financial Accounting Standards
Board require the expanded use of market value accounting by banks and have
imposed rules requiring market accounting for investment securities held in
trading accounts or available for sale. Adoption of additional such rules may
result in increased volatility in the reported health of the industry and
mandated regulatory intervention to correct such problems. In late 1993 the
United States Treasury Department proposed a restructuring of the bank
regulatory agencies which, if implemented, may adversely affect certain of the
Equity Securities in the Trust's portfolio. Additional legislative and
regulatory changes may be forthcoming. For example, the bank regulatory
authorities have proposed substantial changes to the Community Reinvestment
Act and fair lending laws, rules and regulations, and there can be no
certainty as to the effect, if any, that such changes would have on the Equity
Securities in the Trust's portfolio. In addition, from time to time the
deposit insurance system is reviewed by Congress and federal regulators, and
proposed reforms of that system could, among other things, further restrict
the ways in which deposited moneys can be used by banks or reduce the dollar
amount or number of deposits insured for any depositor. Such reforms could
reduce profitability as investment opportunities available to bank
institutions become more limited and as consumers look for savings vehicles
other than bank deposits. Banks and thrifts face significant competition from
other financial institutions such as mutual funds, credit unions, mortgage
banking companies and insurance companies, and increased competition may
result from legislative broadening of regional and national interstate banking
powers as has been recently proposed. Among other benefits, proposed
legislation would allow banks and bank holding companies to acquire across
previously prohibited state lines and to consolidate their various bank
subsidiaries into one unit. The Sponsor makes no prediction as to what, if
any, manner of thrift regulatory reform might ultimately be adopted or what
ultimate effect such reform might have on a Trust's portfolio.

The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5% of
the outstanding shares of any class of voting securities of a bank or bank
holding company, (2) acquiring control of a bank or another bank holding
company, (3) acquiring all or substantially all the assets of a bank, or (4)
merging or consolidating with another bank holding company, without first
obtaining Federal Reserve Board ("FRB" ) approval. In considering an
application with respect to any such transaction, the FRB is required to
consider a variety of factors, including the potential anti-competitive
effects of the transaction, the financial condition and future prospects of
the combining and resulting institutions, the managerial resources of the
resulting institution, the convenience and needs of the communities the
combined organization would serve, the record of performance of each combining
organization under the Community Reinvestment Act and the Equal Credit
Opportunity Act, and the prospective availability to the FRB of information
appropriate to determine ongoing regulatory compliance with applicable banking
laws. In addition, the federal Change In Bank Control Act and various state
laws impose limitations on the availability of one or more individuals or
other entities to acquire control of banks or bank holding companies.

The FRB has issued a policy statement on the payment of cash dividends by bank
holding companies. In the policy statement, the FRB expressed its view that a
bank holding company experiencing earnings weaknesses should not pay cash
dividends which exceed its net income or which could only be funded in ways
that would weaken its financial health, such as by borrowing. The FRB also may
impose limitations on the payment of dividends as a condition to its approval
of certain applications, including applications for approval of mergers and
acquisitions. The Sponsor makes no prediction as to the effect, if any, such
laws will have on the Equity Securities or whether such approvals, if
necessary, will be obtained.

The principal trading market for certain of the Equity Securities may be in
the over-the-counter market. As a result, the existence of a liquid trading
market for the Equity Securities may depend on whether dealers will make a
market in the Equity Securities. There can be no assurance that a market will
be made for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity Securities in
any markets made. In addition, the Trusts may be restricted under the
Investment Company Act of 1940 from selling Equity Securities to the Managing
Underwriter or the Sponsor. The price at which the Equity Securities may be
sold to meet redemptions, and the value of a Trust, will be adversely affected
if trading markets for the Equity Securities are limited or absent.

In the opinion of the Managing Underwriter, certain of the Equity Securities
included in the Trust which may have the highest potential for capital
appreciation also from time to time may experience limited purchase or sale
availability in the market place. Upon termination of a Trust, this potential
limited daily trading volume may result in negative market price consequences
for the Trust stemming from the liquidation of a significant amount of these
Equity Securities. The Sponsor will attempt to mitigate these consequences
with a longer liquidation period (not to exceed 30 days) for these Equity
Securities at a Trust's termination than might be required for the other
Equity Securities included in the Trust. However, these procedures may be
insufficient or unsuccessful in avoiding such negative price consequences.

An investment in Units should be made with an understanding of the risks which
an investment in common stocks entail, including the risk that the financial
condition of the issuers of the Equity Securities or the general condition of
the common stock market may worsen and the value of the Equity Securities and
therefore the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile increases and
decreases of value as market confidence in and perceptions of the issuers
change. The perceptions are based on unpredictable factors including
expectations regarding government, economic, monetary and fiscal policies,
inflation and interest rates, economic expansion or contraction, and global or
regional political, economic or banking crises. Shareholders of common stocks
have rights to receive payments from the issuers of those common stocks that
are generally subordinate to those of creditors of, or holders of debt
obligations or preferred stocks of, such issuers. Shareholders of common
stocks of the type held by the Trust have a right to receive dividends only
when and if, and in the amounts, declared by the issuer's board of directors
and have a right to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same degree of
protection of capital as do debt securities. The issuance of additional debt
securities or preferred stock will create prior claims for payment of
principal, interest and dividends which could adversely affect the ability and
inclination of the issuer to declare or pay dividends on its common stock or
the rights of holders of common stock with respect to assets of the issuer
upon liquidation or bankruptcy. The value of common stocks is subject to
market fluctuations for as long as the common stocks remain outstanding, and
thus the value of the Equity Securities may be expected to fluctuate over the
life of the Trust to values higher or lower than those prevailing on the
Initial Date of Deposit.

Holders of common stocks incur more risk than holders of preferred stocks and
debt obligations because common stockholders, as owners of the entity,
generally have inferior rights to receive payments from the issuer in
comparison with the rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Cumulative preferred stock dividends
must be paid before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders of
cumulative preferred stock. Preferred stockholders are also generally entitled
to rights of liquidation which are senior to those of common stockholders.

TAX STATUS

Federal Taxation. The following is a general discussion of certain of the
federal income tax consequences of the purchase, ownership and disposition of
the Units. The summary is limited to investors who hold the Units as "
capital assets" (generally, property held for investment) within the
meaning of Section 1221 of the Internal Revenue Code of 1986 (the "
Code" ). Unitholders should consult their tax advisers in determining the
federal, state, local and any other tax consequences of the purchase,
ownership and disposition of Units in the Trust.

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

1. The Trust is not an association taxable as a corporation for federal income
tax purposes; each Unitholder will be treated as the owner of a pro rata
portion of each of the assets of the Trust under the Code; and the income of
the Trust will be treated as income of the Unitholders thereof under the Code.
Each Unitholder will be considered to have received his pro rata share of
income derived from the Trust asset when such income is received by the Trust.

2. Each Unitholder will have a taxable event when the Trust disposes of an
Equity Security (whether by sale, exchange, liquidation, redemption, or
payment at maturity) or upon the sale or redemption of Units by such
Unitholder. The price a Unitholder pays for his Units, including sales
charges, is allocated among his pro rata portion of each Equity Security held
by the Trust (in proportion to the fair market values thereof on the date the
Unitholder purchase his Units) in order to determine his tax basis for his pro
rata portion of each Equity Security held by the Trust. For federal income tax
purposes, a Unitholder's pro rata portion of dividends as defined by Section
316 of the Code paid with respect to an Equity Security held by the Trust are
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits" . A Unitholder's pro rata portion of
dividends paid on such Equity Security which exceed such current and
accumulated earnings and profits will first reduce a Unitholder's tax basis in
such Equity Security, and to the extent that such dividends exceed a
Unitholder's tax basis in such Equity Security shall generally be treated as
capital gain. In general, any such capital gain will be short-term unless a
Unitholder has held his Units for more than one year.

3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Equity Securities held by the Trust will generally
be considered a capital gain except in the case of a dealer or a financial
institution and, in general, will be long-term if the Unitholder has held his
Units for more than one year (the date on which the Units are acquired (i.e.,
the "trade date" ) is excluded for purposes of determining whether the
Units have been held for more than one year). A Unitholder's portion of loss,
if any, upon the sale or redemption of Units or the disposition of Equity
Securities held by the Trust will generally be considered a capital loss
except in the case of a dealer or a financial institution and, in general,
will be long-term if the Unitholder has held his Units for more than one year.
Unitholders should consult their tax advisers regarding the recognition of
such capital gains and losses for federal income tax purposes.

Dividends Received Deduction. A corporation that owns Units will generally be
entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the
extent such dividends are taxable as ordinary income, as discussed above) in
the same manner as if such corporation directly owned the Equity Securities
paying such dividends (other than corporate Unitholders, such as "S"
corporations, which are not eligible for the deduction because of their
special characteristics' and other than for purposes of special taxes such as
the accumulated earnings tax and the personal holding corporation tax).
However, a corporation owning Units should be aware that Sections 246 and 246A
of the Code impose additional limitations on the eligibility of dividends for
the 70% dividends received deduction. These limitations include a requirement
that stock (and therefore Units) must generally be held at least 46 days (as
determined under Section 246(c) of the Code). Proposed regulations have been
issued which address special rules that must be considered in determining
whether the 46 day holding requirement is met. Moreover, the allowable
percentage of the deduction will be reduced from 70% if a corporate Unitholder
owns certain stock (or Units) the financing of which is directly attributable
to indebtedness incurred by such corporation. It should be noted that various
legislative proposals that would affect the dividends received deduction have
been introduced. Unitholders should consult with their tax advisers with
respect to the limitations on and possible modifications to the dividends
received deduction.

Limitations on Deductibility of Trust Expenses by Unitholders. Each
Unitholder's pro rata share of each expense paid by the Trust is deductible by
the Unitholder to the same extent as though the expense had been paid directly
by him, subject to the following limitation. It should be noted that as a
result of the Tax Reform Act of 1986, certain miscellaneous itemized
deductions, such as investment expenses, tax return preparation fees and
employee business expenses will be deductible by an individual only to the
extent they exceed 2% of such individual's adjusted gross income. Unitholders
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation.

Recognition of Taxable Gain or Loss Upon Disposition of Equity Securities by
the Trust or Disposition of Units. As discussed above, a Unitholder may
recognize taxable gain (or loss) when an Equity Security is disposed of by the
Trust or if the Unitholder disposes of a Unit. 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.

The Revenue Reconciliation Act of 1993 (the "Act" ) raised tax rates on
ordinary income while capital gains remain subject to a 28% maximum stated
rate for taxpayers other than corporations. Because some or all capital gains
are taxed at a comparatively lower rate under the Act, the Act includes a
provision that would recharacterize capital gains as ordinary income in the
case of certain financial transactions that are "conversion
transactions" effective for transactions entered into after April 30,
1993. Unitholders and prospective investors should consult with their tax
advisers regarding the potential effect of this provision on their investment
in Units. If a Unitholder disposes of a Unit he is deemed thereby to have
disposed of his entire pro rata interest in all assets of the Trust involved
including his pro rata portion of all the Equity Securities represented by the
Unit.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units or
Termination of the Trust. As discussed in "Rights of
Unitholders--Redemption of Units" , under certain circumstances a
Unitholder tendering Units for redemption may request an In Kind Distribution.
A Unitholder may also under certain circumstances request an In Kind
Distribution upon the termination of the Trust. See "Rights of
Unitholders--Redemption of Units." As previously discussed, prior to the
redemption of Units or the termination of the Trust, a Unitholder is
considered as owning a pro rata portion of each of the Trust assets for
federal income tax purposes. The receipt of an In Kind Distribution will
result in a Unitholder receiving an undivided interest in whole shares of
stock plus, possibly, cash.

The potential tax consequences that may occur under an In Kind Distribution
will depend on whether or not a Unitholder receives cash in addition to Equity
Securities. An "Equity Security" for this purpose is a particular
class of stock issued by a particular corporation. A Unitholder will not
recognize gain or loss if a Unitholder only receives Equity Securities in
exchange for his or her pro rata portion in the Equity Securities held by the
Trust. However, if a Unitholder also receives cash in exchange for a
fractional share of an Equity Security held by the Trust, such Unitholder will
generally recognize gain or loss based upon the difference between the amount
of cash received by the Unitholder and his tax basis in such fractional share
of an Equity Securities held by the Trust.

Because the Trust will own many Equity Securities, a Unitholder who requests
an In Kind Distribution will have to analyze the tax consequences with respect
to each Equity Security owned by the Trust. The amount of taxable gain (or
loss) recognized upon such exchange will generally equal the sum of the gain
(or loss) recognized under the rules described above by such Unitholder with
respect to each Equity Security owned by the Trust. Unitholders who request an
In Kind Distribution are advised to consult their tax advisers in this regard.

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax basis
in his Units will generally equal the price paid by such Unitholder for his
Units. The cost of the Units is allocated among the Equity Securities held in
the Trust in accordance with the proportion of the fair market values of such
Equity Securities on the date the Units are purchased in order to determine
such Unitholder's tax basis for his pro rata portion of each Equity Security.

A Unitholder's tax basis in his Units and his pro rata portion of an Equity
Security held by the Trust will be reduced to the extent dividends paid with
respect to such Equity Security are received by the Trust which are not
taxable as ordinary income as described above.

General. Each Unitholder will be requested to provide the Unitholder's
taxpayer identification number to the Trustee and to certify that the
Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by
the Trust to such Unitholder (including amounts received upon the redemption
of Units) will be subject to back-up withholding. Distributions by the Trust
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons. Such persons should consult their tax
advisers. On December 7, 1995, the U.S. Treasury Department released proposed
legislation that, if adopted, could affect the United States federal income
taxation of such non-United States Unitholders and the portion of the Trust's
income allocable to non-United States Unitholders.

Unitholders will be notified annually of the amount of income dividends
includable in the Unitholder's gross income and amounts of Trust expenses
which may be claimed as itemized deductions.

Unitholders desiring to purchase Units for tax-deferred plans and IRAs should
consult their broker-dealers for details on establishing such accounts. Units
may also be purchased by persons who already have self-directed plans
established.

The foregoing discussion relates only to the tax treatment of United States
Unitholders with regard to United States federal income taxes; Unitholders may
be subject to state and local taxation in other jurisdictions. Unitholders
should consult their tax advisers regarding potential state or local taxation
with respect to the Units.

In the opinion of special counsel to the Trust for New York tax matters, the
Trust is not an association taxable as a corporation and the income of the
Trust will be treated as the income of the Unitholders under the existing
income tax laws of the State and City of New York.

Michigan Taxation. In the opinion of Miller, Canfield, Paddock and Stone,
P.L.C. special counsel to the Trust for Michigan tax matters, under existing
Michigan law:

The 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 Trust and the Unitholders.

Under the income tax laws of the State of Michigan, the Trust is not an
association taxable as a corporation; the income of the Trust will be treated
as the income of the Unitholders and be deemed to have been received by them
when received by the Trust.

For purposes of the foregoing Michigan tax laws, each Unitholder will be
considered to have received his pro rata share of dividends when they are
received by the Trust, and each Unitholder will have a taxable event when the
Trust disposes of an Equity Security (whether by sale, exchange or redemption)
or when the Unitholder redeems or sells his Units 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.

While under the Michigan Intangibles Tax, the Trust is not taxable, the pro
rata ownership of the underlying Equity Securities, as well as the dividends
thereon, will be taxable to the Unitholders. To the extent the Trust consists
of Equity Securities that represent shares of stock solely in banks, trust
companies, and national banking associations, as opposed to stock in holding
companies that, in turn, own financial institutions, the Trust is not taxable
and the pro rata ownership of said underlying non-holding company Equity
Securities of banks, trust companies and national banking associations, as
well as the dividends thereon, will be exempt to the Unitholders. While that
exemption exists, rarely are such financial institutions not held by holding
companies and thus rarely is the exemption available. 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, dividends received by the Trust on the underlying Equity Securities, to
the extent included in taxable income for federal income tax purposes, are not
included in the adjusted tax base upon which the Single Business Tax is
computed, of either the Trust or the Unitholders. If the Trust or the
Unitholders have a taxable event for federal income tax purposes when the
Trust disposes of an Equity Security (whether by sale, exchange or redemption)
or the Unitholder redeems or sells his Units, 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 advisers as to their status under Michigan law.

Federal adjusted gross income, the computation base for the Michigan Income
Tax, of a Unitholder includes net capital gains or losses realized when the
Trust disposes of an Equity Security or when the Unitholder redeems or sells a
Unit, to the extent such transaction constitutes a taxable event for federal
income tax purposes.

TRUST OPERATING EXPENSES

Compensation of Sponsor, Evaluator and Managing Underwriter. The Sponsor will
not receive any fees in connection with its activities relating to the Trusts.
The Evaluator shall receive that evaluation fee, payable in any month
incurred, set forth under "Summary of Essential Financial Information"
in Part One (which is based on the number of Units of the related Trust
outstanding on January 1 of each year for which such compensation relates
except during the initial offering period in which event the calculation is
based on the number of Units outstanding at the end of the month of such
calculation) for regularly evaluating such Trust portfolio. Such fee may
exceed the actual cost of providing such evaluation services for a Trust, but
at no time will the total amount paid to the Evaluator for providing
evaluation services to unit investment trusts of which Van Kampen American
Capital Distributors, Inc. acts as Sponsor in any calendar year exceed the
aggregate cost to the Evaluator of supplying such services in such year. The
Managing Underwriter will receive an annual supervisory fee, payable in
monthly installments, which is not to exceed the amount set forth under "
Summary of Essential Financial Information" in Part One (which is based on
the number of Units outstanding on January 1 of each year for which such
compensation relates except during the initial offering period in which event
the calculation is based on the number of the Units outstanding at the end of
the month of such calculation) for providing portfolio supervisory services
for such Trust. Such fee may exceed the actual cost of providing such
supervision services for a Trust, but at no time will the total amount paid to
the Managing Underwriter for providing portfolio supervision services to unit
investment trusts for which First of Michigan Corporation is the principal
underwriter in any calendar year exceed the aggregate cost to the Supervisor
of supplying such services in such year. 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 Managing Underwriter will receive
sales commissions and may realize other profits (or losses) in connection with
the sale of Units and the deposit of the Equity Securities as described under
"Public Offering--Sponsor and Managing Underwriter Compensation."

Trustee's Fee. For its services the Trustee will receive an annual fee from
each Trust as set forth under "Summary of Essential Financial
Information" in Part One (which amount is based on the number of Units
outstanding on January 1 of each year for which such compensation relates
except during the initial offering period in which event the calculation is
based on the number of Units of the related Trust outstanding at the end of
the month of such calculation). The Trustee's fees are payable in monthly
installments on or before the tenth day of each month from the Income Account
to the extent funds are available and then from the Capital Account. The
Trustee benefits to the extent there are funds for future distributions,
payment of expenses and redemptions in the Capital and Income Accounts since
these accounts are non-interest bearing and the amounts earned by the Trustee
are retained by the Trustee. Part of the Trustee's compensation for its
services to the 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. For a discussion of the services rendered by the Trustee
pursuant to its obligations under the Trust Agreement, see "Rights of
Unitholders--Reports Provided" and "Trust Administration."

Miscellaneous Expenses. All costs and expenses incurred in creating and
establishing the First of Michigan FInancial Institutions Trust, Series 1,
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 fees of an
evaluator and other out-of-pocket expenses, including brokerage fees incurred
in acquiring Securities for the Trust, have been borne by the Sponsor at no
cost to the Trust. Expenses incurred in establishing the First of Michigan
Financial Institutions Trust, Series 2, including the cost of the initial
preparation of documents relating to the Trust (including the Prospectus,
Trust Agreement and certificates), federal and state registration fees, the
initial fees and expenses of the Trustee, legal and accounting expenses,
payment of closing fees and any other out-of-pocket expenses, will be paid by
the Trust and amortized over the life of the Trust. The following additional
charges are or may be incurred by each Trust: (a) normal expenses (including
the cost of mailing reports to Unitholders) incurred in connection with the
operation of the Trust, (b) fees of the Trustee for extraordinary services,
(c) expenses of the Trustee (including legal and auditing expenses) and of
counsel designated by the Sponsor, (d) various governmental charges, (e)
expenses and costs of any action taken by the Trustee to protect the Trust and
the rights and interests of Unitholders, (f) indemnification of the Trustee
for any loss, liability or expenses incurred in the administration of the
Trust without gross negligence, bad faith or wilful misconduct on its part and
(g) expenditures incurred in contacting Unitholders upon termination of the
Trust.

The fees and expenses set forth herein are payable out of the applicable
Trust. When such fees and expenses are paid by or owing to the Trustee, they
are secured by a lien on the applicable Trust's portfolio. Since the Equity
Securities are all common stocks, and the income stream produced by dividend
payments is unpredictable, the Sponsor cannot provide any assurance that
dividends will be sufficient to meet any or all expenses of a Trust. If the
balances in the Income and Capital Accounts are insufficient to provide for
amounts payable by a Trust, the Trustee has the power to sell Equity
Securities to pay such amounts. These sales may result in capital gains or
losses to Unitholders. See "Tax Status."

PUBLIC OFFERING

General. Units are offered at the Public Offering Price. The secondary market
Public Offering Price is based on the aggregate underlying value of the
Securities in a Trust, a sales charge initially equal to 4.5% of the Public
Offering Price (which will be reduced annually by .5 of 1% to a minimum sales
charge of 3.5%), and cash, if any, in the Income and Capital Accounts held or
owned by such Trust.

Any sales charge reduction will primarily be the responsibility of the selling
Managing Underwriter, broker, dealer or agent. Registered representatives of
the Managing Underwriter may purchase Units of a Trust at the current Public
Offering Price less the dealer's concession for secondary market transactions.
Registered representatives of selling brokers, dealers, or agents may purchase
Units of a Trust at the current Public Offering Price less the dealer's
concession for secondary market transactions.

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

As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Equity Securities an
amount initially equal to 4.712% of such value and dividing the sum so
obtained by the number of Units outstanding.The Public Offering Price shall
include the proportionate share of any cash held in the Income and Capital
Accounts. This computation produced a gross underwriting profit initially
equal to 4.5% of the Public Offering Price. Such price determination as of the
close of business on the day before the Initial Date of Deposit was made on
the basis of an evaluation of the Equity Securities in each Trust prepared by
Interactive Data Corporation, a firm regularly engaged in the business of
evaluating, quoting or appraising comparable securities. Thereafter, the
Evaluator on each business day will appraise or cause to be appraised the
value of the underlying Equity Securities as of the Evaluation Time on days
the New York Stock Exchange is open and will adjust the Public Offering Price
of the Units commensurate with such valuation. Such Public Offering Price will
be effective for all orders received prior to the Evaluation Time on each such
day. Orders received by the Trustee or Managing 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.

The value of the Equity Securities during the secondary market is determined
by the Evaluator as described under "Rights of Unitholders--Redemption of
Units."

In offering the Units to the public, neither the Sponsor, the Managing
Underwriter nor any broker-dealers are recommending any of the individual
Equity Securities in a Trust but rather the entire pool of Equity Securities,
taken as a whole, which are represented by the Units.

Unit Distribution. During the initial offering period, Units will be
distributed to the public by the Managing Underwriter, broker-dealers and
others at the Public Offering Price. Upon the completion of the initial
offering period, Units repurchased in the secondary market, if any, may be
offered by this Prospectus at the secondary market Public Offering Price in
the manner described above.

The Sponsor intends to qualify the Units for sale in a number of states.
Certain commercial banks may be making Units of the Trusts available to their
customers on an agency basis. A portion of the sales charge (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 Trust
Units; 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 provided to
investors will be borne by the selling dealer, agent, Managing Underwriter or
the Sponsor as indicated under "General" above. For secondary market
transactions, the broker concession or agency commission will amount to 70% of
the sales charge applicable to the transaction.

To facilitate the handling of transactions, sales of Units shall normally be
limited to transactions involving a minimum of 200 Units (100 Units for a
tax-sheltered retirement plan). The Managing Underwriter reserves the right to
reject, in whole or in part, any order for the purchase of Units and to change
the amount of the concession or agency commission to dealers and others from
time to time. Brokers and dealers of a Trust, banks and/or others are eligible
to participate in a program in which such firms receive from the Managing
Underwriter a nominal award for each of their registered representatives who
have sold a minimum number of units of unit investment trusts created by the
Managing Underwriter during a specified time period. In addition, at various
times the Managing Underwriter may implement other programs under which the
sales forces of brokers, dealers, banks and/or others may be eligible to win
other nominal awards for certain sales efforts, or under which the Managing
Underwriter will reallow to any such brokers, dealers, banks and/or others
that sponsor sales contests or recognition programs conforming to criteria
established by the Managing Underwriter, or participate in sales programs
sponsored by the Managing Underwriter, an amount not exceeding the total
applicable sales charges on the sales generated by such person at the public
offering price during such programs. Also, the Managing Underwriter in its
discretion may from time to time pursuant to objective criteria established by
the Managing Underwriter pay fees to qualifying brokers, dealers, banks and/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 Managing
Underwriter 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.

Sponsor and Managing Underwriter Compensation. The Managing Underwriter will
receive a gross sales commission initially equal to 4.5% of the Public
Offering Price of the Units, less any reduced sales charge for quantity
purchases as described under "General" above. Any such quantity
discounts provided to investors will be borne by the selling dealer or agent.
The Sponsor will receive from the Managing Underwriter the excess of such
gross sales commission over the Managing Underwriter's discount. The Managing
Underwriter will be allowed a discount in connection with the distribution of
Units underwritten during the initial offering period of 3.7% per Unit for up
to $15,000,000 of Units distributed and 3.8% per Unit in excess of $15,000,000
of Units distributed. For individual trades of 100,000 Units or more, the
Managing Underwriter shall purchase the Units from the Sponsor at the Public
Offering Price minus 3.7% or 3.8% as the case may be. The Managing Underwriter
will receive from the Sponsor at the end of the month in which settlement of
the trade occurred a rebate of an additional 0.55% of the Public Offering
Price for each Unit purchased. Any quantity discount provided to investors
will borne by the selling Managing Underwriter, dealer or agent as indicated
under "General" above.

In addition, the Managing Underwriter realized a profit or sustained a loss,
as the case may be, as a result of the difference between the price paid for
the Equity Securities by the Managing Underwriter and the cost of such Equity
Securities to a Trust on the Initial Date of Deposit as well as on subsequent
deposits. The Sponsor has not participated as sole underwriter or as manager
or as a member of the underwriting syndicates or as an agent in a private
placement for any of the Equity Securities in a Trust portfolio. The Sponsor
and the Managing Underwriter may have further realized additional profit or
loss during the initial offering period as a result of the possible
fluctuations in the market value of the Equity Securities in a Trust after a
date of deposit, since all proceeds received from the sale of Units (excluding
dealer concessions and agency commissions allowed, if any) will be retained by
the Sponsor or Managing Underwriter.

A person will become the owner of the Units on the date of settlement provided
payment has been received. Cash, if any, made available to the Sponsor or
Managing Underwriter prior to the date of settlement for the purchase of Units
may be used in the Sponsor's or Managing Underwriter's business and may be
deemed to be a benefit to the Sponsor or Managing Underwriter, subject to the
limitations of the Securities Exchange Act of 1934.

As stated under "Public Market" below, the Managing Underwriter
intends to maintain a secondary market for Units of the Trust for the period
indicated. In so maintaining a market, the Managing Underwriter or the Sponsor
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 includes the applicable sales charge). In addition,
the Managing Underwriter or the Sponsor 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.

Public Market. Although it is not obligated to do so, the Managing Underwriter
intends to maintain a secondary market for the Units offered hereby and offer
continuously to purchase Units at prices subject to change at any time, based
upon the aggregate underlying value of the Equity Securities in a Trust
(computed as indicated under "Offering Price" above and "Rights of
Unitholders--Redemption of Units" ). If the supply of Units exceeds demand
or if some other business reason warrants it, the Managing Underwriter 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 desiring to dispose
of his Units will be able to dispose of such Units by tendering them to the
Trustee for redemption at the Redemption Price. It is the current intention of
the Managing Underwriter not to maintain a secondary market in a Trust's final
year of existence. 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.

Tax-Sheltered Retirement Plans. Units of the Trusts are available for purchase
in connection with certain types of tax-sheltered retirement plans, including
Individual Retirement Accounts for the individuals, Simplified Employee
Pension Plans for employees, qualified plans for self-employed individuals,
and qualified corporate pension and profit sharing plans for employees. The
purchase of Units of the Trusts may be limited by the plans' provisions and
does not itself establish such plans. The minimum purchase in connection with
a tax-shelter retirement plan is 100 Units.

RIGHTS OF UNITHOLDERS

General. 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 will be evidenced by book entry unless a Unitholder or the
Unitholder's registered broker-dealer makes a written request to the Trustee
that ownership be evidenced by certificates. Units are transferable by making
a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred
with the signature guaranteed by a participant in the Securities Transfer
Agents Medallion Program ("STAMP" ) or such other signature guarantee
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
whole multiple thereof.

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

Distributions of Income and Capital. Any dividends received by a Trust with
respect to the Equity Securities therein are credited by the Trustee to the
Income Account. Other receipts (e.g., capital gains, proceeds from the sale of
Equity Securities, etc.) are credited to the Capital Account.

The Trustee will distribute any net income with respect to any of the Equity
Securities in a Trust on or about the Income Distribution Dates to Unitholders
of record on the preceding Income Record Dates. See "Summary of Essential
Financial Information" in Part One. Proceeds received on the sale of any
Equity Securities in a Trust, to the extent not used to meet redemptions of
Units or pay expenses, will (except as hereinafter provided) be distributed
annually on the Capital Account Distribution Date to Unitholders of record on
the preceding Capital Account Record Date. Proceeds received from the
disposition of any of the Equity Securities after a record date and prior to
the following distribution date will be held in the Capital Account of the
Trust and not distributed until the next distribution date applicable to such
Capital Account. Proceeds received on the sale of any Equity Securities in a
Trust, to the extent not used to meet redemptions of Units or pay expenses,
will, however, be distributed on the twenty-fifth day of each month to holders
of record on the tenth day of such month if the amount available for
distribution equals at least $0.01 per Unit. The Trustee is not required to
pay interest on funds held in the Capital or Income Accounts (but may itself
earn interest thereon and therefore benefits from the use of such funds).

The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trusts at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate from distribution to distribution. Persons who purchase
Units will commence receiving distributions only after such person becomes a
record owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.

As of the tenth day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account, amounts necessary to pay the expenses of the related Trust (as
determined on the basis set forth under "Trust Operating 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 related Trust. Amounts so withdrawn shall not be considered a part
of the related Trust's assets until such time as the Trustee shall return all
or any part of such amounts to the accounts. In addition, the Trustee may
withdraw from the Income and Capital Accounts such amounts as may be necessary
to cover redemptions of Units.

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 any Van Kampen American Capital
mutual funds (except for B shares) which are registered in the Unitholder's
state of residence. 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. Unitholders with an existing Guaranteed Reinvestment
Option (GRO) Program account (whereby a sales charge is imposed on
distribution reinvestments) may transfer their existing account into a new GRO
account which allows purchases of Reinvestment Fund shares at net asset value
as described above.

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.

Reports Provided. The Trustee shall furnish Unitholders in connection with
each distribution a statement of the amount of income and the amount of other
receipts (received since the preceding distribution), if any, being
distributed, expressed in each case as a dollar amount representing the pro
rata share of each Unit outstanding. Within a reasonable period of time after
the end of each calendar year, the Trustee shall furnish to each person who at
any time during the calendar year was a registered Unitholder of each Trust a
statement (i) as to the Income Account: income received, deductions for
applicable taxes and for fees and expenses of the Trust, 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 Capital Account: the
dates of disposition of any Equity Securities and the net proceeds received
therefrom, deductions for payment of applicable taxes, fees and expenses of
the Trust held for distribution to Unitholders of record as of a date prior to
the determination 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 Equity Securities held by the
Trust 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 Income and Capital Accounts,
separately stated, expressed as total dollar amounts.

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 the Trust furnished to it by the Evaluator.

Redemption of Units. A Unitholder may redeem all or a portion of his or her
Units by tender to the Trustee at its unit investment trust division office at
101 Barclay Street, 20th Floor, New York, New York 10296 of a request for
redemption duly endorsed or accompanied by proper instruments of transfer with
signature guaranteed as described above and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender the Unitholder will be entitled to receive
in cash (unless the redeeming Unitholder elects an "In Kind
Distribution" as described below) an amount for each Unit equal to the
Redemption Price per Unit next computed after receipt by the Trustee of such
tender of Units as of the Evaluation Time set forth under "Summary of
Essential Financial Information" in Part One.The "date of tender"
is deemed to be the date on which Units are received by the Trustee, except
that with respect to Units received after the applicable Evaluation Time the
date of tender is the next day on which such Exchange is open for trading and
such Units will be deemed to have been tendered to the Trustee on such day for
redemption at the redemption price computed on that day.

The Trustee is empowered to sell Equity Securities of a Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts to meet redemptions. The Equity Securities to be
sold will be selected by the Trustee from those designated on a current list
provided by the Supervisor for this purpose. Units so redeemed shall be
cancelled.

Unitholders in a Trust tendering 2,500 or more Units for redemption may
request from the Trustee in lieu of a cash redemption a distribution in kind
("In Kind Distribution" ) of an amount and value of Equity Securities
per Unit equal to the Redemption Price per Unit as determined as of the next
evaluation following the tender. An In Kind Distribution on redemption of
Units will be made by the Trustee through the distribution of each of the
Equity Securities in book-entry form to the account of the Unitholder's
broker-dealer at Depository Trust Company. The tendering Unitholder will
receive his pro rata number of whole shares of each of the Equity Securities
comprising the Trust portfolio and cash from the Capital Account equal to the
fractional shares to which the tendering Unitholder is entitled. The Trustee
may adjust the number of shares of any issue of Equity Securities included in
a Unitholder's In Kind Distribution to facilitate the distribution of whole
shares, such adjustment to be made on the basis of the value of the Equity
Securities on the date of tender. If funds in the Capital Account are
insufficient to cover the required cash distribution to the tendering
Unitholder, the Trustee may sell Equity Securities according to the criteria
discussed above.

To the extent that Equity Securities are redeemed in kind or sold, the size of
a Trust will be, and the diversity of such Trust may be, reduced. Sales may be
required at a time when the Equity Securities would not otherwise be sold and
may result in lower prices than might otherwise be realized. The price
received upon redemption may be more or less than the amount paid by the
Unitholder depending on the value of the Equity Securities in the portfolio at
the time of redemption. Special federal income tax consequences will result if
a Unitholder requests an In Kind Distribution. See "Tax Status."

The Redemption Price per Unit (as well as the secondary market Public Offering
Price) will be determined on the basis of the aggregate underlying value of
the Equity Securities in a Trust, plus or minus cash, if any, in the Income
and Capital Accounts of such Trust. The Redemption Price per Unit is the pro
rata share of each Unit in a Trust determined on the basis of (i) the cash on
hand in such Trust, (ii) the value of the Equity Securities in such Trust and
(iii) dividends receivable on the Equity Securities of such Trust trading
ex-dividend as of the date of computation, 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 Equity
Securities in the Trust in the following manner: if the Equity Securities are
listed on a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices on that exchange
or that system (unless it is determined that these prices are inappropriate as
a basis for valuation) or, if there is no closing sale price on that exchange
or system, at the closing bid prices. If the Equity Securities of the Trust
are not so listed or, if so listed and the principal market therefore is other
than on the exchange, the evaluation shall generally be based on the current
bid price on the over-the-counter market (unless these prices are
inappropriate as a basis for evaluation). If current bid prices are
unavailable or inappropriate as a basis for valuation, the evaluations
generally determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Equity Securities of such Trust
on the bid side of the market or (c) by any combination of the above.

The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary
weekend and holiday closings, or any period 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 a Trust is not reasonably practicable, or for such other periods
as the Securities and Exchange Commission may by order permit.

TRUST ADMINISTRATION

Managing Underwriter Purchases of Units. The Trustee shall notify the Managing
Underwriter of any Units tendered for redemption. If the Managing
Underwriter'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 next 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 Managing
Underwriter may be tendered to the Trustee for redemption as any other Units.

The offering price of any Units acquired by the Managing Underwriter 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 Managing Underwriter which likewise
will bear any loss resulting from a lower offering or redemption price
subsequent to its acquisition of such Units.

Portfolio Administration. The portfolios of the Trusts are not "
managed" by the Sponsor, Supervisor or the Trustee; their activities
described herein are governed solely by the provisions of the Trust Agreement.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. While the Trusts will not be managed,
the Trust Agreement does provide that the Sponsor may (but need not) direct
the Trustee to dispose of an Equity Security in certain events such as the
issuer having defaulted on the payment on any of its outstanding obligations
or the price of an Equity Security has declined to such an extent or other
such credit factors exist so that in the opinion of the Sponsor the retention
of such Equity Securities would be detrimental to a Trust. Pursuant to the
Trust Agreement and with limited exceptions, the Trustee may sell any
securities or other properties acquired in exchange for Equity Securities such
as those acquired in connection with a merger or other transaction. If offered
such new or exchanged securities or property, the Trustee shall reject the
offer. However, in the event such securities or property are nonetheless
acquired by a Trust, they may be accepted for deposit in such Trust and either
sold by the Trustee or held in such Trust pursuant to the direction of the
Sponsor (who may rely on the advice of the Supervisor). Proceeds from the sale
of Equity Securities (or any securities or other property received by a Trust
in exchange for Equity Securities) are credited to the Capital Account for
distribution to Unitholders or to meet redemptions. Except as stated under
"Trust Portfolio--General" for failed securities and as provided in
this paragraph, the acquisition by the Trust of any securities other than the
Equity Securities is prohibited.

As indicated under "Rights of Unitholders--Redemption of Units" above,
the Trustee may also sell Equity Securities designated by the Supervisor, or
if no such designation has been made, in its own discretion, for the purpose
of redeeming Units of the Trust tendered for redemption and the payment of
expenses.

The Supervisor, in designating Equity Securities to be sold by the Trustee,
will generally make selections in order to maintain, to the extent
practicable, the proportionate relationship among the number of shares of
individual issues of Equity Securities in the Trust. To the extent this is not
practicable, the composition and diversity of the Equity Securities in such
Trust may be altered. In order to obtain the best price for a Trust, it may be
necessary for the Supervisor to specify minimum amounts (generally 100 shares)
in which blocks of Equity Securities are to be sold.

Amendment or Termination. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor
and the Trustee), provided, however, that the Trust Agreement may not be
amended to increase the number of Units (except as provided in the Trust
Agreement). The Trust Agreement may also be amended in any respect by the
Trustee and Sponsor, or any of the provisions thereof may be waived, with the
consent of the holders representing 51% of the Units of a Trust then
outstanding, provided that no such amendment or waiver will reduce the
interest in such Trust of any Unitholder without the consent of such
Unitholder or reduce the percentage of Units required to consent to any such
amendment or waiver without the consent of all Unitholders. The Trustee shall
advise the Unitholders of any amendment promptly after execution thereof.

Each Trust may be liquidated at any time by consent of Unitholders
representing 66 2/3% of the Units of such Trust then outstanding or by the
Trustee when the value of the Equity Securities owned by the Trust, as shown
by any evaluation, is less than that amount set forth under Minimum
Termination Value in the "Summary of Essential Financial Information"
in Part One. Each Trust will be liquidated by the Trustee in the event that a
sufficient number of Units of such Trust not yet sold are tendered for
redemption by the Managing Underwriter or the Sponsor, so that the net worth
of the Trust would be reduced to less than 40% of the value of the Equity
Securities at the time they were deposited in the Trust. If a Trust is
liquidated because of the redemption of unsold Units by the Sponsor and/or the
Managing Underwriter, the Sponsor will refund to each purchaser of Units the
entire sales charge paid by such purchaser. The Trust Agreement will terminate
upon the sale or other disposition of the last Equity Security held
thereunder, but in no event will it continue beyond the Mandatory Termination
Date stated under "Summary of Essential Financial Information" in Part
One.

Commencing on the Mandatory Termination Date, Equity Securities will begin to
be sold in connection with the termination of the related Trust. The Sponsor
will determine the manner, timing and execution of the sales of the Equity
Securities. At least 60 days before the Mandatory Termination Date the Trustee
will provide written notice of any termination to all Unitholders of the
related Trust and will include with such notice a form to enable Unitholders
owning 2,500 or more Units to request an In Kind Distribution rather than
payment in cash upon the termination of the Trust. To be effective, this
request must be returned to the Trustee at least five business days prior to
the Mandatory Termination Date. On the Mandatory Termination Date (or on the
next business day thereafter if a holiday) the Trustee will deliver each
requesting Unitholder's pro rata number of whole shares of each of the Equity
Securities to the account of the broker-dealer or bank designated by the
Unitholder at Depository Trust Company. The value of the Unitholder's
fractional shares of the Equity Securities will be paid in cash. Unitholders
with less than 2,500 Units and Unitholders not requesting an In Kind
Distribution will receive a cash distribution from the sale of the remaining
Equity Securities within a reasonable time following the Mandatory Termination
Date. Regardless of the distribution involved, the Trustee will deduct from
the funds of a Trust any accrued costs, expenses, advances or indemnities
provided by the Trust Agreement, including estimated compensation of the
Trustee, costs of liquidation and any amounts required as a reserve to provide
for payment of any applicable taxes or other governmental charges. Any sale of
Equity Securities upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time. The Trustee
will then distribute to each Unitholder of the related Trust his pro rata
share of the balance of the Income and Capital Accounts.

The Sponsor will attempt to sell Securities as quickly as possible commencing
on the Mandatory Termination Date without in the judgment of the Sponsor
materially adversely affecting the market price of the Securities. The Sponsor
does not anticipate that the period will be longer than one month, and it
could be as short as one day, depending on the liquidity of the Securities
being sold. The liquidity of any Security depends on the daily trading volume
of the Security and the amount that the Sponsor has available on any
particular day.

It is expected (but not required) that the Sponsor will generally follow the
following guidelines in selling the Securities; for highly liquid Securities,
the Securities will generally be sold on the Mandatory Termination Date; for
less liquid Securities, on each of the first two days subsequent to the
Mandatory Termination Date, the amount of any underlying Securities will
generally be sold at a price no less than 1/2 of one point under the closing
sale price of those Securities on the preceding day. Thereafter, the Sponsor
intends to sell without any price restrictions at least a portion of the
remaining underlying Securities, the numerator of which is one and the
denominator of which is the total number of days remaining (including that
day) in the one month period following the Mandatory Termination Date.

Within 60 days of the final distribution Unitholders will be furnished a final
distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in
the same manner.

Limitations on Liabilities. The Sponsor, the Evaluator, the Supervisor 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 Equity 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 Equity Securities
or upon the interest thereon or upon it as Trustee under the Trust Agreement
or upon or in respect of the Trust which the Trustee may be required to pay
under any present or future law of the United States of America or of any
other taxing authority having jurisdiction. In addition, the Trust Agreement
contains other customary provisions limiting the liability of the Trustee.

The Trustee, Sponsor, Supervisor 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, Supervisor 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.

Managing Underwriter. First of Michigan Corporation, a member of the New York
Stock Exchange, is Michigan's largest full-service securities firm. Founded in
1933, First of Michigan Corporation specializes in a wide range of financial
services that include investment banking; investment products such as stocks,
bonds, unit trusts and mutual funds; and investment services such as
retirement plans, money management, underwriting and trading. First of
Michigan offers these services through its 550 employees located in 32 offices
throughout Michigan, as well as an office at 100 Wall Street, New York, New
York.

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. Van Kampen
American Capital Distributors, Inc. specializes in the underwriting and
distribution of unit investment trusts and mutual funds. The Sponsor is a
member of the National Association of Securities Dealers, Inc. and has offices
at One Parkview Plaza, Oakbrook Terrace, Illinois 60181, (708) 684-6000 and
2800 Post Oak Boulevard, Houston, Texas, 77056, (713) 993-0500. It maintains a
branch office in Philadelphia and has regional representatives in Atlanta,
Dallas, Los Angeles, New York, San Francisco, Seattle and Tampa. As of
December 31, 1995 the total stockholders' equity of Van Kampen American
Capital Distributors, Inc. was $123,165,000 (unaudited). (This paragraph
relates only to the Sponsor and not to the Trusts or to the Managing
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.)

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or shall 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 Trust as
provided therein or (iii) continue to act as Trustee without terminating the
Trust Agreement.

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 Equity Securities for the Trust portfolios.

In accordance with the Trust Agreement, the Trustee shall keep proper books of
record and account of all transactions at its office for the Trusts. Such
records shall include the name and address of, and the number of Units of a
Trust held by, every Unitholder of the Trust. 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 "Rights of Unitholders--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 Equity Securities held in each Trust.

Under the Trust Agreement, the Trustee or any successor trustee may resign and
be discharged of its responsibilities 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 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.

OTHER MATTERS

Legal Opinions. The legality of the Units offered hereby has been passed upon
by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor. Tanner Propp, LLP has acted as counsel for the
Trustee. Miller, Canfield, Paddock and Stone has acted as special counsel to
the Trust for certain Michigan tax matters.

Independent Certified Public Accountants. The statements of condition and the
related securities portfolios 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.

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
Trust, the Sponsor or the Managing Underwriter. 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 OF CONTENTS

<TABLE>
<CAPTION>
Title Page
<S> <C>
The Trust 2
Objective and Securities Selection 2
Trust Portfolio 3
Risk Factors 6
Tax Status 8
Trust Operating Expenses 10
Public Offering 10
Rights of Unitholders 12
Trust Administration 13
Other Matters 16
</TABLE>

This Prospectus contains information concerning the Trust and the Sponsor, but
does not contain all of the information set forth in the registration
statements and exhibits relating thereto, which the Trust 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 Part Two

FIRST OF MICHIGAN FINANCIAL INSTITUTIONS TRUST

Van Kampen American Capital EquityOpportunity Trust

Note: This Prospectus May Be Used Only When Accompanied by Part One. Both
Parts of this Prospectus should be retained for future reference.

Dated as of the date of the Prospectus Part One accompanying this Prospectus
Part Two.

First of Michigan Corporation
100 Renaissance Center 26th Floor
Detroit, Michigan 48243

Contents of Post-Effective Amendment
to Registration Statement

This Post-Effective Amendment to the Registration Statement
comprises the following papers and documents:

The facing sheet

The prospectus

The signatures

The Consent of Independent Accountants
Signatures

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Van Kampen American Capital Equity Opportunity Trust, Series
11, certifies that it meets all of the requirements for effectiveness of
this Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal to be hereunto affixed and
attested, all in the City of Chicago and State of Illinois on the 24th
day of April, 1996.

Van Kampen American Capital Equity Opportunity
Trust, Series 11
(Registrant)

By Van Kampen American Capital Distributors,
Inc.
(Depositor)

By Sandra A. Waterworth
Vice President

(Seal)

Pursuant to the requirements of the Securities Act of 1933, this
Post Effective Amendment to the Registration Statement has been signed
below by the following persons in the capacities on April 24, 1996:

Signature Title

Don G. Powell Chairman and Chief )
Executive Officer )
)
William R. Molinari President and Chief )
Operating Officer )
)
Ronald A. Nyberg Executive Vice President )
and General Counsel )
)
William R. Rybak Executive Vice President and )
Chief Financial Officer )

Sandra A. Waterworth ) (Attorney in Fact)*
____________________

* An executed 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 Form 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.

Consent of Independent Certified Public Accountants

We have issued our report dated March 17, 1996 accompanying the
financial statements of Van Kampen American Capital Equity Opportunity
Trust, Series 11 as of December 31, 1995, and for the period then ended,
contained in this Post-Effective Amendment No. 1 to Form S-6.

We consent to the use of the aforementioned report in the Post-
Effective Amendment and to the use of our name as it appears under the
caption "Auditors".

Grant Thornton LLP

Chicago, Illinois
April 24, 1996

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> MFIT

<CAPTION>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> MAR-15-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 15126751
<INVESTMENTS-AT-VALUE> 19332900
<RECEIVABLES> 0
<ASSETS-OTHER> 51418
<OTHER-ITEMS-ASSETS> 11485
<TOTAL-ASSETS> 19395803
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19395803
<SHARES-COMMON-STOCK> 1560000
<SHARES-COMMON-PRIOR> 1650000
<ACCUMULATED-NII-CURRENT> 67014
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 273049
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4206149
<NET-ASSETS> 19395803
<DIVIDEND-INCOME> 395562
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 13496
<NET-INVESTMENT-INCOME> 382066
<REALIZED-GAINS-CURRENT> 273049
<APPREC-INCREASE-CURRENT> 4206149
<NET-CHANGE-FROM-OPS> 4861264
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (315052)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 90000
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 3444012
<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> 13496
<AVERAGE-NET-ASSETS> 17673797
<PER-SHARE-NAV-BEGIN> 9.62
<PER-SHARE-NII> 0.245
<PER-SHARE-GAIN-APPREC> 2.871
<PER-SHARE-DIVIDEND> 0.253
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 12.433
<EXPENSE-RATIO> 0.001
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>