21ST CENTURY TRUST SERIES 8, 485BPOS, 1994-10-05

21ST CENTURY TRUST SERIES 8
485BPOS, 1994-10-05

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<PAGE> 1

As filed with the Securities and Exchange Commission on October 5, 1994

Registration No. 33-60698
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-6

FORM REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: 21ST CENTURY TRUST, SERIES 8

B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.

C. Complete address of depositor's principal executive office:
UNISON INVESTMENT TRUSTS LTD.
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043

D. Name and complete address of agent for service:
UNISON INVESTMENT TRUSTS LTD.
ATTENTION: LAWRENCE R. SOBOL
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043

Send copies of all communications to:
BRYAN CAVE
ATTENTION: JOSEPH F. MUELLER
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750

E. Approximate date of proposed public offering:
[X] CHECK BOX IF IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
ON OCTOBER 5, 1994, PURSUANT TO PARAGRAPH (b) OF RULE 485.

===============================================================================

<PAGE> 2

21ST CENTURY TRUST

CROSS REFERENCE SHEET

Pursuant to Rule 481 of Regulation C under the Securities Act of 1933
(Form N-8B-2 Items Required by Instruction 1 as to Prospectus on Form S-6)

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

I. Organization and General Information

1. (a) Name of Trust.................. Prospectus Front Cover

(b) Title of securities issued..... Prospectus Front Cover

2. Name and address of Depositor...... Prospectus Back Cover
Introduction
Miscellaneous -- The Sponsor

3. Name and address of Trustee........ Prospectus Back Cover
Introduction
Miscellaneous -- The Trustee

4. Name and address of principal
underwriter........................ The Trusts

5. Organization of trust.............. Introduction
The Trusts -- Objectives and
Securities Selection

6. Execution and termination of
Trust Indenture and Agreement...... Introduction
The Trusts
Administration of the Trusts --
Amendment or Termination

7. Changes of Name.................... <F1>

8. Fiscal year........................ <F1>

9. Material litigation................ <F1>

<PAGE> 3

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

10. General information regarding
trust's securities................. Summary of Essential Information
The Trusts
Public Offering
Federal Taxation
Rights of Unitholders
Trust Operating Expenses
Administration of the Trusts

11. Type of securities comprising
units.............................. Summary of Essential Information
Schedule of Trust Securities
The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objectives and
Securities Selection

12. Certain information regarding
periodic payment certificates...... <F1>

13. (a) Load, fees, expenses, etc...... The Trusts
Summary of Essential Information
Schedule of Trust Securities
Public Offering
Trust Operating Expenses
Administration of the Trusts --
Distributions of Income and
Capital

(b) Certain information regarding
periodic payment certificates.. <F1>

(d) Price to affiliates............ Summary of Essential Information --
Public Offering Price
Public Offering -- Public Offering
Price

(e) Other expenses and fees........ Rights of Unitholders -- Units

<PAGE> 4

(f) Certain profits receivable by
the depositor, principal
underwriter, trustee or
affiliated persons............. Public Offering -- Sponsor's and
Underwriter's Profits

(g) Ratio of annual charges to
income......................... <F1>

14. Issuance of trust's securities..... Administration of the Trusts --
Administration of the Portfolio
Rights of Unitholders -- Units

15. Receipt and handling of payments
from purchasers.................... Summary of Essential Information
The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objectives and
Securities Selection
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution
Public Offering -- Sponsor's and
Underwriter's Profits

16. Acquisition and disposition of
underlying securities.............. The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objectives and
Securities Selection
Rights of Unitholders -- Redemption
of Units
Administration of the Trusts --
Administration of the Portfolio
Administration of the Trusts --
Amendment or Termination

17. Withdrawal or redemption........... Summary of Essential Information
The Trusts
Public Offering
Federal Taxation
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses
Administration of the Trusts

<PAGE> 5

18. (a) Receipt and disposition of
income......................... Summary of Essential Information
Schedule of Trust Securities
Rights of Unitholders -- Certain
Limitations
Rights of Unitholders -- Redemption
of Units
Trust Operating Expenses

(b) Reinvestment of distributions.. <F1>

(c) Reserves or special funds...... Administration of the Trusts --
Distributions of Income and
Capital
Administration of the Trusts --
Amendment or Termination

(d) Schedule of distributions...... <F1>

19. Records, accounts and reports...... Rights of Unitholders -- Units
Administration of the Trusts --
Distributions of Income and
Capital
Administration of the Trusts --
Administration of the Portfolio
Administration of the Trusts --
Reports to Unitholders
Administration of the Trusts --
Amendment or Termination
Miscellaneous -- The Trustee

20. (a) Amendments..................... Administration of the Trusts --
Amendment or Termination

(b) Extension or Termination....... Administration of the Trusts --
Amendment or Termination

(e) and (f) Removal or Resignation
of Sponsor..................... Miscellaneous -- The Sponsor

21. Loans to security holders.......... <F1>

<PAGE> 6

22. Limitations on liability........... The Trusts -- Objectives and
Securities Selection
Trust Operating Expenses --
Miscellaneous Expenses
Administration of the Trusts --
Limitations on Liabilities

23. Bonding arrangements............... <F1>

24. Other material provisions of
Trust Indenture Agreement.......... <F1>

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of Depositor.......... Miscellaneous -- The Sponsor

26. Fees received by Depositor......... <F1>

27. Business of Depositor.............. Administration of the Trusts --
Administration of the Portfolio
Miscellaneous -- The Sponsor

28. Certain information as to
officials and affiliated persons
of Depositor....................... Miscellaneous -- The Sponsor

29. Voting securities of Depositor..... Miscellaneous -- The Sponsor

30. Person controlling Depositor....... <F1>

31. Payments by Depositor for certain
services rendered to trust......... <F1>

32. Remuneration of directors of
Depositor for certain services
rendered to trust.................. <F1>

33. Remuneration of employees for
certain services rendered to
trust.............................. <F1>

34. Remuneration of other persons for
certain services rendered to
trust.............................. <F1>

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities
by States.......................... Public Offering -- Unit Distribution

36. Suspension of sales of trust's
securities......................... <F1>
<PAGE> 7

37. Revocation of authority to
distribute......................... <F1>

38. (a) Method of distribution......... The Trusts -- Summary Description of
the Portfolio
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution

(b) Underwriting agreements........ Summary of Essential Information --
Public Offering Price
Summary of Essential Information --
Underwriting
Public Offering -- Public Offering
Price
Public Offering -- Unit Distribution
Public Offering -- Sponsor's and
Underwriter's Profits

39. (a) Organization of principal
underwriter.................... <F1>

(b) N.A.S.D. membership by
principal underwriter.......... Miscellaneous -- The Sponsor

40. Certain fees received by principal
underwriter........................ <F1>

41. (a) Business of principal
underwriter.................... <F1>

(b) Branch offices of principal
underwriter.................... <F1>

42. Ownership of trust's securities by
certain persons.................... <F1>

43. Certain brokerage commissions
received by principal underwriter.. <F1>

44. (a) Method of valuation............ Summary of Essential Information
The Trusts -- Objectives and
Securities Selection
Public Offering -- Public Offering
Price

<PAGE> 8

(b) Schedule as to offering price.. <F1>

45. Suspension of redemption rights.... <F1>

46. (a) Redemption valuation........... Summary of Essential Information
Public Offering -- Public Offering
Price
Rights of Unitholders -- Redemption
of Units

(b) Schedule as to redemption
price.......................... <F1>

47. Maintenance of position in
underlying securities.............. Public Offering -- Public Market
Public Offering -- Sponsor's and
Underwriter's Profits

V. Information Concerning the Trustee or Custodian

48. Organization and regulation of
Trustee............................ Administration of the Trusts --
Administration of the Portfolio
Miscellaneous -- The Trustee

49. Fees and expenses of Trustee....... Summary of Essential Information
Trust Operating Expenses -- Fees
Miscellaneous -- The Trustee

50. Trustee's lien..................... Trust Operating Expenses -- Fees
Trust Operating Expenses --
Miscellaneous Expenses

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's
securities......................... <F1>

<PAGE> 9

VII. Policy of Registrant

52. (a) Provisions of trust agreement
with respect to selection or
elimination of underlying
securities..................... The Trusts -- Summary Description of
the Portfolio
The Trusts -- Objectives and
Securities Selection
Administration of the Trusts --
Administration of the Portfolio

(b) Transactions involving
elimination of underlying
securities..................... <F1>

(c) Policy regarding substitution
or elimination of underlying
securities..................... The Trusts -- Summary Description of
the Trust
The Trusts -- Objectives and
Securities Selection
Administration of the Trusts --
Administration of the Portfolio

(d) Fundamental policy not
otherwise covered.............. <F1>

53. Tax status of trust................ Federal Taxation
Status of the Trust Under New York
State and City Law

VIII. Financial and Statistical Information

54. Trust's securities during last
ten years.......................... <F1>

55. Certain information regarding
periodic payment certificates...... <F1>

56. Certain information regarding
periodic payment certificates...... <F1>

57. Certain information regarding
periodic payment certificates...... <F1>

58. Certain information regarding
periodic payment certificates...... <F1>

<PAGE> 10

59. Financial statements (Instruction
1(b) to Form S-6).................. Report of Independent Public
Accountants
Statement of Net Assets
Statement of Operations
Statement of Changes in Net Assets
Notes to Financial Statements

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

<F1> Inapplicable, omitted, answer negative or not required.

<PAGE> 11

THIS PROSPECTUS CONSISTS OF TWO PARTS. PART ONE CONTAINS A SUMMARY OF ESSENTIAL
INFORMATION AND DESCRIPTIVE MATERIAL RELATING TO THE TRUST, THE PORTFOLIO OF
THE TRUST AND A STATEMENT OF FINANCIAL CONDITION OF THE TRUST. PART TWO
CONTAINS A GENERAL DESCRIPTION OF THE TRUST. PART ONE MAY NOT BE DISTRIBUTED
UNLESS ACCOMPANIED BY PART TWO. PLEASE RETAIN BOTH PARTS OF THIS PROSPECTUS FOR
FUTURE REFERENCE.

- -------------------------------------------------------------------------------
21ST CENTURY TRUST
SERIES 8
- -------------------------------------------------------------------------------

PROSPECTUS PART ONE

The Trust. The objectives of the Trust are protecting capital for
Unitholders who purchase Units at the Initial Public Offering Price or less and
hold their Units through the Mandatory Termination Date and providing dividend
income and capital appreciation through investment in a fixed portfolio
consisting of "zero coupon" obligations (i.e., securities which accrue but do
not pay income currently, are sold at a discount and represent an obligation to
pay a fixed amount at a future date) issued by the United States government
("Zero Coupon Obligations") and of publicly traded common stocks which provide
income or are considered to have the potential for capital appreciation (the
"Equity Securities") (collectively, the "Portfolio"). The value of the Units of
the Trust will fluctuate with the value of the Portfolio (see "Summary of
Essential Information" in this Part One and "The Trusts" in Part Two). The
Units being offered by this Prospectus are issued and outstanding Units which
have been purchased by Edward D. Jones & Co. (the "Underwriter") in the
secondary market or upon tender to the Trustee for redemption. The profit or
loss resulting from the sale of Units will accrue to the Underwriter. No
proceeds from the sale of Units will be received by the Trust.

Public Offering Price. The Public Offering Price of the Units is based upon
the Evaluator's evaluation of the pro rata share of the bid prices of the Zero
Coupon Obligations and the underlying market value of the Equity Securities of
the Trust, plus or minus a pro rata share of cash and amounts receivable in
respect of Equity Securities trading ex-dividend. The Public Offering Price
includes a sale charge of 4.40% (4.60% of the aggregate market value of the
underlying Securities) until July 1, 1995, at which time the sales charge will
decrease. See "Summary of Essential Information" in this Part One. Unless
terminated earlier, the Trust will terminate on the Mandatory Termination Date
as set forth in the "Summary of Essential Information" in this Part One, and
any Securities then held will, within a reasonable time thereafter, be sold by
the Trustee. Any securities sold at termination will be sold at the then
current market value for such Securities; therefore, the amount distributable
in cash to a Unitholder may be more or less than the amount such Unitholder
paid for his Units.

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE 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 FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 12

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part One dated October 5, 1994

<PAGE> 13

SUMMARY OF ESSENTIAL INFORMATION
21ST CENTURY TRUST, SERIES 8
AS OF AUGUST 15, 1994

Number of Units . . . . . . . . . . . . . . . . . . . . . . . . . 471,510
Fractional Undivided Interest in the Trust Represented by
Each Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/471,510th
Public Offering Price Per Unit:
Aggregate Market Value of Securities in the Trust <F1> . . . . $ 9,056,594
Other net assets <F2>. . . . . . . . . . . . . . . . . . . . . 61,797
-----------
Total aggregate value of the Trust . . . . . . . . . . . . . . $ 9,118,391
===========
Divided by 471,510 Units (times 100 Units) . . . . . . . . . . . . $ 1,933
Plus Sales Charge of 4.40% of Public Offering Price (4.60% of
Trust assets as determined by the Trustee) per 100 Units <F3>. . 88
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . $ 2,021
===========
Redemption Price per 100 Units <F4>. . . . . . . . . . . . . . . . $ 1,933
===========
Aggregate market value of Zero Coupon Obligations. . . . . . . . . $ 5,098,797
===========

Evaluation Time. . . . . . . . . . . Close of trading on the New York Stock
Exchange (currently 4:00 P.M. New York
time).

Record Date. . . . . . . . . . . . . December 10 of each year.

Distribution Date. . . . . . . . . . December 20 of each year.

Capital Distribution Dates . . . . . December 20 of each year, unless the
amount in the Capital Account available
to be distributed is less than $1.00
per 100 Units outstanding or earlier if
the amount is greater than $10.00 per
100 Units outstanding.

Date Trust Established . . . . . . . June 17, 1993

Zero Coupon Obligations Maturity
Date . . . . . . . . . . . . . . . . August 15, 2003 <F5>

Mandatory Termination Date . . . . . August 31, 2003

<PAGE> 14

Minimum Termination Value. . . . . . The Trust Agreement may be terminated
by the Sponsor if the market value of
the Trust at any time is less than 80%
of the market value of the Securities
deposited in the Trust on the Date of
Deposit. <F5>

Trustee's Fee. . . . . . . . . . . . $0.80 per 100 Units per annum.

Estimated Expenses . . . . . . . . . $1.00 per 100 Units per annum.

Sponsor's Annual Portfolio
Supervision Fee. . . . . . . . . . . $0.40 per 100 Units, maximum of $0.50
per 100 Units.

Evaluator's Fee. . . . . . . . . . . $10 per evaluation.

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

<F1> Securities listed on a securities exchange are valued by the Trustee
at the closing sale price on the exchange or, if not so listed, at the
current bid price or other bases.

<F2> The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units in the Income Account and
the Capital Account of the Trust (other than amounts required to be
distributed by the Trustee pursuant to the Trust Agreement) and
amounts receivable in respect of Securities trading ex-dividend on the
date of evaluation net of accrued expenses.

<F3> Effective on each July 1, the sales charge will be decreased by
one-half of 1% to a minimum sales charge of 1.40%. (See "Public
Offering -- Public Offering Price" in Part Two.)

<F4> This price is computed as of the date listed above and may vary from
such price on any subsequent date.

<F5> Distributions from the Trust on account of the Zero Coupon Obligations
will be equal to or greater than the Initial Public Offering Price as
of the Date of Deposit which was $20.38.

<PAGE> 15

PORTFOLIO

As of June 30, 1994, 21st Century Trust, Series 8, consists of 34 issues of
Equity Securities and one issue of Zero Coupon Obligations issued by the U.S.
Government which will mature on August 15, 2003. See "Schedule of Trust
Securities" herein in Part One.

PER UNIT INFORMATION
(Per 100 Units)

1994<F1>
---------

Net asset value per Unit at beginning of period. . . . . . . . . . . $1,929.28
==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . $1,894.81
==========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . . . $ 7.29
==========
Distribution to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . $ --
==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . $ (105.76)
==========
Weighted average units outstanding . . . . . . . . . . . . . . . . . 471,510
Units outstanding at end of period . . . . . . . . . . . . . . . . . 471,510

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

<F1> For the period from June 17, 1993 (date of deposit) through June 30,
1994.

<PAGE> 16

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of 21st Century Trust, Series 8:

We have audited the accompanying statement of net assets and the schedule
of trust securities of 21st Century Trust, Series 8 as of June 30, 1994, and
the related statement of operations and changes in net assets for the period
from June 17, 1993 (date of deposit) through June 30, 1994. These financial
statements are the responsibility of Unison Investment Trusts Ltd. (the
"Sponsor"). Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. In addition, securities owned as of June 30, 1994, were
confirmed by direct correspondence with the Trustee. We believe that 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 21st Century Trust,
Series 8 as of June 30, 1994, and the results of its operations and changes in
its net assets for the period from June 17, 1993 (date of deposit) through June
30, 1994, in conformity with generally accepted accounting principles.

/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 14, 1994

<PAGE> 17

21ST CENTURY TRUST, SERIES 8
STATEMENT OF NET ASSETS
JUNE 30, 1994

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 52,233
Investments in Securities, at market value (cost $9,378,832)
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 8,880,158
Dividends receivable . . . . . . . . . . . . . . . . . . . . . 8,937
-----------
Total assets. . . . . . . . . . . . . . . . . . . . . . . $8,941,328

LIABILITIES:
Accrued Trust expenses . . . . . . . . . . . . . . . . . . . . $ 7,105
-----------
Total liabilities . . . . . . . . . . . . . . . . . . . . $ 7,105
-----------
NET ASSETS applicable to 471,510 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . . . $8,934,223
===========

NET ASSETS, REPRESENTED BY:
Cost to original investors of 471,510 Units sold . . . . . . . $9,859,885
Less initial underwriting commission (Note 1). . . . . . . . . 481,053
-----------
$9,378,832
Less redemption of Units . . . . . . . . . . . . . . . . . . . --
-----------
$9,378,832

Undistributed net investment income. . . . . . . . . . . . . . $ 54,065
Unrealized appreciation of investments . . . . . . . . . . . . (498,674)
Accumulated net realized gain (loss) from investment
transactions . . . . . . . . . . . . . . . . . . . . . . . . --
Principal distributions to Unitholders of proceeds from
investment transactions. . . . . . . . . . . . . . . . . . . --
-----------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . $8,934,223
===========

NET ASSET VALUE PER 100 UNITS (471,510 Units Outstanding). . . . . $ 1,894.81
===========

See accompanying notes to financial statements.

<PAGE> 18

21ST CENTURY TRUST
SERIES 8

STATEMENT OF OPERATIONS

1994<F1>
-----------

Investment Income (Note 1):
Dividend income. . . . . . . . . . . . . . . . . . . . . . . . $ 101,821
-----------

Expenses (Note 2):
Trustee fees and expenses. . . . . . . . . . . . . . . . . . . $ 13,336
-----------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . $ 13,336
-----------
Net investment income . . . . . . . . . . . . . . . . . . $ 88,485
-----------

Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions. . . . . $ --
Net change in unrealized appreciation (depreciation) of
investments. . . . . . . . . . . . . . . . . . . . . . . . . (498,674)
-----------
Net gain (loss) on investments. . . . . . . . . . . . . . $ (498,674)
-----------
Net increase (decrease) in net assets from operations. . . . . . . $ (410,189)
-----------

STATEMENT OF CHANGES IN NET ASSETS

1994<F1>
-----------

Operations:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 88,485
Net realized gain (loss) from investment transactions
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . --
Net change in unrealized appreciation (depreciation) of
investments (Note 1) . . . . . . . . . . . . . . . . . . . . (498,674)
-----------
Net increase (decrease) in net assets from operations . . $ (410,189)
-----------

Distributions to unitholders from:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 34,420
Proceeds from investment transactions. . . . . . . . . . . . . --
-----------
Total distribution to unitholders. . . . . . . . . . . . . . . $ 34,420
-----------

Redemption of units. . . . . . . . . . . . . . . . . . . . . . . . $ --
-----------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $ (444,609)

<PAGE> 19

Net asset value to unitholders:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . $1,015,990
Additional securities purchased. . . . . . . . . . . . . . . . 8,362,842
-----------

Net assets at end of period (including undistributed net
investment income of $54,065) . . . . . . . . . . . . . . . . . $8,934,223
===========

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

<F1> For the period from June 17, 1993 (date of deposit) through June 30,
1994.

See accompanying notes to financial statements.

<PAGE> 20

<TABLE>
<CAPTION>
SCHEDULE OF TRUST SECURITIES
21ST CENTURY TRUST, SERIES 8
JUNE 30, 1994

Portfolio Number Name of Issuer of Securities Current Aggregate Ranking<F3>
Number of Shares Annualized Market
or Amount Dividend Value<F2>
Per Share<F1>
- --------- --------- ------------------------------------- ------------- ---------- -----------
<C> <C> <C> <C> <C> <C>

1 3,600 Albertson's Inc. <F4> $0.44 $ 99,000 A+
2 5,400 ALLTEL Corp. <F5> 0.88 135,675 A
3 1,800 AT&T Corp. <F6> 1.32 97,875 A-
4 3,600 American Express Company 0.90 92,700 B
5 2,700 Automatic Data Processing, Inc. 0.60 143,438 A+
6 2,475 Banc One Corporation <F7><F8> 1.24 84,769 A+
7 3,600 H&R Block, Inc. 1.25 141,300 A+
8 2,700 The Boeing Company 1.00 124,875 A
9 4,500 Browning-Ferris Industries, Inc. 0.68 136,687 A-
10 1,800 Colgate-Palmolive Company 1.44 94,050 B+
11 4,500 ConAgra, Inc. 0.72 137,250 A+
12 5,400 Cooper Tire & Rubber Co. 0.22 124,875 A
13 2,700 The Walt Disney Company 0.30 112,387 A
14 1,800 Emerson Electric Co. 1.56 102,375 A+
15 4,500 Energen Corporation 1.08 93,937 A-
16 1,800 Exxon Corp. 2.88 102,150 B+
17 1,800 Federal National Mortgage Association 2.40 150,300 A-
18 1,800 General Electric Company <F9> 1.44 84,150 A+
19 2,700 H.J. Heinz Company 1.32 86,063 A+
20 2,700 Kimberly-Clark Corporation 1.76 142,763 A+
21 720 Lehman Brothers Holdings, Inc. <F10> 0.00 10,800 NR
22 5,400 McDonald's Corporation <F11> 0.48 155,925 A+
23 2,700 Merck & Co., Inc. 1.12 80,325 A+
24 1,800 Mobil Corporation 3.40 146,700 B+
25 3,600 Newell Co. 0.80 166,500 A+
26 4,500 Niagra Mohawk Power Corporation 1.12 68,062 B
27 3,600 PepsiCo, Inc. 0.72 110,250 A+
28 1,800 Pfizer Inc. 1.88 113,625 A-
29 2,700 Pitney Bowes, Inc. 1.04 103,275 A+
30 1,800 The Quaker Oats Company 2.12 125,550 A
31 1,800 Schering-Plough Corporation 2.04 110,250 A+
32 3,600 The Sherwin Williams Company 0.56 113,400 A
33 3,600 State Street Boston Corporation 0.60 139,050 A+
34 2,700 Walgreen Co. 0.68 98,550 A+
--------- ----------
102,195 $3,828,881
========= ----------
35 9,900,000 Interest Portion U.S. Treasury Separate
========= Trading of Registered Interest and
Principal of Securities (STRIPS) Due
August 15, 2003 <F12> -- $5,051,277
----------
$8,880,158
==========
<PAGE> 21

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

<FN>

<F1> Based on the latest quarterly or semi-annual dividend declaration. There can be no assurance that future
dividend payments will be maintained in an amount equal to the dividends listed above.

<F2> Valuation of Securities by the Evaluator was made, in the case of the Equity Securities, on the basis of the
closing sale price on the securities exchange on which they are listed on the date above, or, if no such
price exists, the mean between the closing bid and offer prices on such date or other bases, and in the case
of the Zero Coupon Obligations, on the basis of the aggregate bid side evaluation of the Zero Coupon
Obligations.

<F3> As ranked by Standard & Poor's Corporation. See "Description of Earnings and Dividend Rankings" herein.

<F4> On August 30, 1993, Albertson's, Inc. declared a 2-for-1 stock split which was paid on October 4, 1993.

<F5> On April 22, 1993, ALLTEL Corp. declared a 2-for-1 stock split which was paid on July 9, 1993.

<F6> In April 1994, American Telephone and Telegraph Company formally adopted "AT&T Corp." as its name. The
Sponsor originally deposited shares of American Telephone and Telegraph Company in the Trust.

<F7> On July 20, 1993, Banc One Corporation declared a 5-for-4 stock split which was paid on August 31, 1993.

<F8> On January 25, 1994, Banc One Corporation declared a 10% stock dividend which was paid on March 4, 1994.

<F9> On December 17, 1993, General Electric Company declared a 2-for-1 stock split which was paid on May 13, 1994.

<F10> Effective as of May 31, 1994, American Express Company spun off shares of Lehman Brothers Holdings, Inc. The
ratio for this spin off was .2 shares of Lehman Brothers Holdings, Inc. for every one share of American
Express Company. Under the terms of the Trust Agreement and Standard Terms and Conditions of Trust, the Trust
retained the Lehman Brothers Holdings, Inc. stock.

<F11> On May 27, 1994, McDonald's Corporation declared a 2-for-1 stock split which was paid on June 24, 1994.

<F12> The Zero Coupon Obligations were purchased at a discount because there are no interest payments thereon prior
to maturity (such securities are often referred to as "zero coupon" obligations). Over the life of the Zero
Coupon Obligations the accrued value increases, so that upon maturity the holders will receive 100% of the
stated amount due (see Note 2 above).

See accompanying notes to financial statements.
</TABLE>

<PAGE> 22

21ST CENTURY TRUST
SERIES 8
NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The financial statements of the Trust are prepared in accordance with
generally accepted accounting principles. The policies which significantly
affect the determination of financial position. The results of operations and
charges in net assets are summarized below:

Cash and Equivalents -- Cash and equivalents are amounts on deposit in the
Income and Capital Accounts.

Security Valuation -- Security valuation is based upon the Evaluator's
evaluation of the pro rata share of the bid prices of the Zero Coupon
Obligations and the underlying market value of the Equity Securities of a Trust
(generally determined by the last closing sale prices of listed Equity
Securities, or if no such price exists, at the mean between the bid and offer
prices or other bases). (See "Rights of Unitholders -- Redemption of Units" in
Part Two.)

Income and Expenses -- Income and expenses are recognized on the accrual
basis of accounting. Gains and losses from transactions are determined on a
specific identification basis.

Federal Income Taxes -- The Trust is not taxable for Federal income tax
purposes. Each Unitholder is considered to be the owner of a pro rata portion
of a Trust and accordingly, no provision has been made for Federal income
taxes.

NOTE 2 -- OPERATING EXPENSES:

See "Trust Operating Expenses" in Part Two of this Prospectus for
information with respect to trustee fees and expenses.

<PAGE> 23

DESCRIPTION OF EARNINGS AND DIVIDEND RANKINGS*

The investment process involves assessment of various factors -- such as
product and industry position, corporate resources and financial policy -- with
results that make some common stocks more highly esteemed than others. In this
assessment, Standard & Poor's believes that earnings and dividend performance
is the end result of the interplay of these factors and that, over the long
run, the record of this performance has a considerable bearing on relative
quality. The rankings, however, do not pretend to reflect all of the factors,
tangible or intangible, that bear on stock quality.

Relative quality of bonds or other debt, that is, degrees of protection for
principal and interest, called creditworthiness, cannot be applied to common
stocks, and therefore rankings are not to be confused with bond quality ratings
which are arrived at by a necessarily different approach.

Growth and stability of earnings and dividends are deemed key elements in
establishing Standard & Poor's earnings and dividend rankings for common
stocks, which are designed to capsulize the nature of this record in a single
symbol. It should be noted, however, that the process also takes into
consideration certain adjustments and modifications deemed desirable in
establishing such rankings.

The point of departure in arriving at these rankings is a computerized
scoring system based on per-share earnings and dividend records of the most
recent ten years -- a period deemed long enough to measure significant time
segments of secular growth, to capture indications of basic change in trends as
they develop, and to encompass the full peak-to-peak range of the business
cycle. Basic scores are computed for earnings and dividends, then adjusted as
indicated by a set of predetermined modifiers for growth, stability within
- -long-term trends, and cyclicality. Adjusted scores for earnings and dividends
are then combined to yield a final score.

Further, the ranking system makes allowance for the fact that, in general,
corporate size imparts certain recognized advantages from an investment
standpoint. Conversely, minimum size limits (in terms of corporate sales
volume) are set for the various rankings, but the system provides for making
exceptions where the score reflects an outstanding earnings-dividend record.

The final score for each stock is measured against a scoring matrix
determined by analysis of the scores of a large and representative sample of
stocks. The range of scores in the array of this sample has been aligned with
the following ladder of rankings:

A+....Highest B+....Average C....Lowest
A.....High B.....Below Average D....In Reorganization
A-....Above Average B.....Lower

The positions as determined above may be modified in some instances by
special considerations, such as natural disasters, massive strikes, and
non-recurring accounting adjustments.

A ranking is not a forecast of future market price performance, but is
basically an appraisal of past performance of earnings and dividends, and

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

* As published by Standard & Poor's Corporation.
<PAGE> 24

relative current standing. These rankings must not be used as market
recommendations; a high-score stock may at times be so overpriced as to justify
its sale, while a low-score stock may be attractively priced for purchase.
Rankings based upon earnings and dividend records are no substitute for
complete analysis. They cannot take into account potential effects of
management changes, internal company policies not yet fully reflected in the
earnings and dividend record, public relations standing, recent competitive
shifts, and a host of other factors that may be relevant to investment status
and decision.

<PAGE> 25

21ST CENTURY TRUST

Sponsor Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043

Trustee United States Trust Company of New York
770 Broadway
New York, New York 10003

Evaluator Kenny S&P Evaluation Services
65 Broadway
New York, New York 10006

Legal Counsel Bryan Cave
to Sponsor 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

Independent Arthur Andersen LLP
Public 1010 Market Street
Accountants for St. Louis, Missouri 63101
the Trusts

Except as to statements made herein furnished by the Trustee or the
Evaluator, the Trustee nor the Evaluator has assumed any responsibility for the
accuracy, adequacy and completeness of the information contained in this
Prospectus.

This Prospectus does not contain all the information set forth in the
registration statements and exhibits filed with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, and to which reference is
hereby made.

No person is authorized to give any information or to make representations
not contained in this Prospectus or in supplementary sales literature prepared
by the Sponsor, and any information or representations not contained therein
must not be relied upon as having been authorized by either the Trusts, the
Trustee, the Sponsor or the Evaluator. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, units in any State to any
person to whom it is not lawful to make such offer in such State. Each Trust is
registered as a Unit Investment Trust under the Investment Company Act of 1940,
as amended. Such registration does not imply that the Trusts or any of its
Units has been guaranteed, sponsored, recommended or approved by the United
States or any State or agency or officer thereof.

21ST CENTURY TRUST
SERIES 8

------------------
CURRENT PROSPECTUS
PART ONE
------------------

<PAGE> 26

Updated as of October 5, 1994

<PAGE> 27

NOTE: THIS PROSPECTUS MAY BE USED ONLY WHEN ACCOMPANIED BY PART ONE. BOTH PARTS
OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

- -------------------------------------------------------------------------------
21ST CENTURY TRUST
SERIES
- -------------------------------------------------------------------------------

PROSPECTUS PART TWO

The Trusts. The objectives of the Trusts are protecting capital, for
Unitholders who purchase at the initial offering price, or less, and hold their
units through the Mandatory Termination Date and providing dividend income and
capital appreciation through investment in a portion of a portfolio consisting
of "zero coupon" obligations ("Zero Coupon Obligations") issued by the U.S.
Government and the remainder of Trust's portfolio in common stocks of publicly
traded companies ("Equity Securities") (collectively, the "Portfolio"). The
value of the Units of a Trust will fluctuate with the value of the relevant
Portfolio. The Trusts consist of a series of unit investment trusts. The Units
being offered by this Prospectus are issued and outstanding Units which have
been purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary
market or from the Trustee after having been tendered for redemption. The
profit or loss resulting from the sale of Units will accrue to the Underwriter.
No proceeds from the sale of the Units will be received by the Trusts.

Public Offering Price. The secondary market Public Offering Price of the
Units is based on the Evaluator's evaluation of the pro rata share of the bid
prices of the Zero Coupon Obligations and the underlying market value of the
Equity Securities in the Portfolio of a Trust, or at the mean between the bid
and offer prices or other bases, plus or minus a pro rata share of cash in the
amounts receivable in respect of Equity Securities trading ex-dividend,
including a sales charge as set forth in "Public Offering Price" on the front
cover of Part One until July 1, 1995, at which time the sales charge will
decrease as indicated in the "Summary of Essential Information" in Part One.

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part Two dated October 5, 1994

<PAGE> 28

TABLE OF CONTENTS

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Summary Description of the Portfolio . . . . . . . . . . . . . . . . . . 29
Objectives and Securities Selection. . . . . . . . . . . . . . . . . . . 31
PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . 32
Unit Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Sponsor's and Underwriter's Profit . . . . . . . . . . . . . . . . . . . 33
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Taxation of Dividends Received by a Trust. . . . . . . . . . . . . . . . 34
Corporate Unitholders Dividends Received Deduction . . . . . . . . . . . 35
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Disposition of Securities by a Trust and Disposition of Units. . . . . . 35
Special Tax Consequences of In Kind Distributions Upon Redemption of
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Computation of the Unitholder's Tax Basis. . . . . . . . . . . . . . . . 36
Back-up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW . . . . . . . . . . . 37
RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 42
ADMINISTRATION OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . 43
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 43
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 44
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 45
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 46
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 48
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
THE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
The Evaluator. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

<PAGE> 29

INTRODUCTION

Each series of 21st Century Trust (a "Trust") was created under the laws of
the State of New York pursuant to a Trust Agreement (the "Agreement") and a
related Standard Terms and Conditions of Trust (the "Indenture," as amended and
restated, collectively with the Agreement, the "Indenture and Agreement") by
and between Unison Investment Trusts Ltd. (the "Sponsor"), United States Trust
Company of New York (the "Trustee") and Kenny S&P Evaluation Services, a
division of Kenny Information Systems, Inc. (the "Evaluator"). The purpose and
objective of each Trust is to protect capital, for Unitholders who purchase at
the initial offering price, or less, and hold their Units through the Mandatory
Termination Date, and to provide dividend income and capital appreciation by
investing a portion of its portfolio in "zero coupon" obligations (i.e.,
securities which accrue but do not pay income currently, are sold at a discount
and represent an obligation to pay a fixed amount at a future date) issued by
the U.S. Government (the "Zero Coupon Obligations") and the remainder of such
Trust's portfolio in common stocks of publicly traded companies (the "Equity
Securities") which provide income or are considered to have the potential for
capital appreciation (the "Portfolio"), allowing investors greater
diversification than they might be able to acquire individually. The Zero
Coupon Obligations are backed by the full faith and credit of the U.S.
Government. The guarantee of the U.S. Government does not apply to the market
value of the Zero Coupon Obligations, the Equity Securities or the Units of a
Trust, the net asset value of which will fluctuate and, prior to maturity, may
be more or less than a purchaser's acquisition cost. There is no assurance that
these objectives will be met because the payment of dividends is dependent upon
the amount each issuer of Equity Securities has available for distribution.
Furthermore, diversification of a Trust's assets will not eliminate the risk of
loss inherent in the ownership of "zero coupon" obligations and equity
securities.

THE TRUSTS

Summary Description of the Portfolio

An investment in Units of a Trust should be made with an understanding of
the risks inherent in an investment in "zero coupon" obligations and equity
securities.

Each Trust consists of (a) the Securities listed under "Schedule of Trust
Securities" in Part One, which Securities shall continue to be held in each
Trust unless (i) there are Failed Contract Securities and no Replacement
Securities are purchased with respect thereto (see "The Trusts -- Objectives
and Securities Selection" herein) or (ii) there is a redemption of Units which
requires the sale of Securities (see "Rights of Unitholders -- Redemption of
Units" herein) and (b) any additional Securities acquired and held by each
Trust pursuant to the provisions of the Indenture and Agreement plus cash held
in the Income and Capital Accounts. Neither the Sponsor nor the Trustee shall
be liable in any way for any default in or failure to make distributions on any
of the Securities. However, should any contract for the purchase of any of the
Securities initially deposited hereunder fail, the Sponsor will, unless
substantially all of the moneys held in a Trust to cover such purchase are
reinvested in Replacement Securities in accordance with the Agreement, refund
the cash, sales charge and transaction fees attributable to such failed
contract to all Unitholders on the twentieth day of the month following the
expiration of the period in which the Sponsor is permitted to deliver
Replacement Securities as provided in the Indenture and Agreement. (See "The
Trusts --Objectives and Securities Selection" herein.)
<PAGE> 30

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 by
the Trustee, no assurance can be given that a Trust will retain, for any length
of time, its present size and composition. Although the Portfolio is not
managed, the Sponsor may instruct the Trustee to sell Equity Securities under
certain limited circumstances or to sell or hold securities offered or
distributed to a Trust by an issuer of Equity Securities. (See "Rights of
Unitholders -- Redemption of Units" herein.) 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. (See "Administration of the
Trusts -- Administration of the Portfolio" herein.)

The Zero Coupon Obligations deposited in a Trust consist of the interest
and/or principal components of U.S. Treasury obligations. The Zero Coupon
Obligations evidence the right to receive a fixed amount at a future date from
the U.S. Government, and are backed by the full faith and credit of the U.S.
Government. Zero Coupon Obligations are purchased at a deep discount because
the buyer obtains only the right to a fixed amount at a fixed date in the
future and does not receive any interest payments prior to maturity. The effect
of owning deep discount bonds which do not make current interest payments (such
as the Zero Coupon Obligations) is that a fixed yield is earned not only on the
original investment but also, in effect, on all earnings during the life of the
discount obligation. This implicit reinvestment of earnings at the same rate
eliminates the risk of being unable to reinvest the income on such obligations
at a rate as high as the implicit yield on the discount obligation, but at the
same time eliminates the holder's ability to reinvest at higher rates in the
future. For this reason, the Zero Coupon Obligations are subject to
substantially greater price fluctuations during periods of changing interest
rates than are securities of comparable quality which make regular interest
payments. Because these price fluctuations affect the Evaluator's determination
of the market value of the Units, a Unitholder that sells or redeems Units
prior to the Mandatory Termination Date may realize a loss upon such sale or
redemption.

An investment in Units should be made with an understanding of the risks
which an investment in common stocks entails, 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 of a Trust may decline.
Although actions have been taken to provide a diversified portfolio of Equity
Securities, some inherent risks exist with respect to the Equity Securities.
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. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises.
Shareholders of common stocks have rights to receive distributions from the
issuers of those common stocks that generally are subordinate to those of
creditors of or holders of debt obligations or preferred stocks of such
issuers. Cumulative preferred stock dividends must be paid before common stock
dividends and cumulative preferred stock dividends omitted may be added to
future dividends payable to the holders of cumulative preferred stock.
Preferred stockholders generally are entitled to rights on liquidation which
are senior to those of common stockholders. Shareholders of common stocks of
the type held by the Trusts 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
<PAGE> 31

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 stocks 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 in the Portfolio may be expected to fluctuate over the life of each
Trust to values higher or lower than those currently prevailing.

Whether or not the Equity Securities are listed on a national securities
exchange, the principal trading market for 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.

Unitholders will be unable to dispose of any of the Equity Securities in
the Portfolio, 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 each Trust and will vote such stocks in accordance
with the instructions of the Sponsor.

Each of the problems referred to above could adversely affect the ability
and the inclination of the issuers of the Equity Securities to declare or to
pay dividends and the ability of holders of common stock to realize any value
from the assets of the issuer upon liquidation or bankruptcy.

Objectives and Securities Selection

The objectives of each Trust are to protect Unitholders' capital, for
unitholders who purchase at the initial offering price, or less, and hold their
units through the Mandatory Termination Date and provide investors with
dividend income and capital appreciation by investing a portion of the
portfolio in Zero Coupon Obligations and the remainder in Equity Securities.
Each Trust has a Mandatory Termination Date as set forth under Summary of
Essential Information in Part One. The Zero Coupon Obligations evidence the
right to receive a fixed amount at the maturity date thereof from the U.S.
Government and are backed by the full faith and credit of the U.S. Government.
The guarantee of the U.S. Government does not apply to the market value of the
Zero Coupon Obligations or the Units of the Trusts, the net asset value of
which will fluctuate and, prior to maturity, may be worth more or less than a
Unitholder's acquisition cost for such Units. There is no guarantee that a
Trust's objectives will be achieved because such objectives are subject to the
continuing ability of the respective issuers of the Equity Securities to
continue to declare and pay dividends on the Equity Securities and because the
market value of the Securities can be affected by a variety of factors. (See
"The Trusts -- Summary Description of the Portfolio" herein.) Common stocks may
be especially susceptible to general stock market movements and to volatile
increases and decreases in value as market confidence in and perception of the
issuers change, thus investors should be aware that there can be no assurance
that the value of the Securities will increase. However, each Trust has been
organized so that purchasers of Units should receive, upon termination at the
<PAGE> 32

Mandatory Termination Date, an amount at least equal to the Initial Public
Offering Price, which is equal to or less than the per Unit value upon maturity
of the Zero Coupon Obligations, even if the Equity Securities never paid a
dividend and the value of the Equity Securities in each Trust decreased to
zero, which the Sponsor considers highly unlikely.

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, and
because under certain circumstances, in connection with offers or distributions
by issuers of Equity Securities, additional and/or different securities may be
deposited in the Trust, no assurance can be given that a Trust will retain, for
any length of time, its present size and composition. (See "Administration of
the Trusts -- Administration of the Portfolio" herein.)

Unless a Unitholder purchases Units of a Trust on the Date of Deposit (or
another date when the value of the Units is less than or equal to the Initial
Public Offering Price), total distributions, including distributions made upon
termination of a Trust, may be less than the amount paid for a Unit.

PUBLIC OFFERING

General

Units of each Trust are offered for sale at the Public Offering Price which
in the secondary market is based on the Evaluator's evaluation of the pro rata
share of the bid prices of the Zero Coupon Obligations and the underlying
market value of the Equity Securities of a Trust (generally determined by the
last closing sale prices of Equity Securities, or if no such price exists, at
the mean between the bid and offer prices or other bases) plus or minus the pro
rata share of cash, if any, in the Income Account and the Capital Account of
each Trust (other than amounts required to be distributed by the Trustee
pursuant to the Indenture and Agreement), and includes a sales charge as
described in "Public Offering -- Public Market" below.

Public Offering Price

On any particular date, the Public Offering Price will vary from the
amounts set forth on the "Summary of Essential Information" page in Part One in
accordance with fluctuations in the aggregate market value of the Securities,
the amount of available cash on hand in a Trust, whether or not the Equity
Securities are trading ex-dividend and the amount of certain accrued fees and
expenses.

As more fully described in the Indenture and Agreement the aggregate market
value of the Securities is determined on each Business Day by the Evaluator.
(See "Rights of Unitholders -- Redemption of Units" herein.) Determinations are
effective for transactions effected subsequent to the last preceding
determination.

Although payment is normally made five business days following an order for
the purchase of Units, payment may be made prior thereto. However, evidence of
ownership of the Units so ordered will be made five business days following
such order or shortly thereafter. A person will become the owner of Units on
the date of settlement provided payment has been received. Cash, if any, made
available to the Underwriter prior to the date of settlement for the purchase
of Units may be used in the Underwriter's businesses and may be deemed to be a

<PAGE> 33

benefit to the Underwriter, subject to the limitations of Rule 15c3-3 under the
Securities Exchange Act of 1934.

Unit Distribution

Units purchased by the Underwriter in the secondary market, if any, may be
offered by this Prospectus at the secondary Public Offering Price in the manner
described.

The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the Underwriter and from time to time may offer Units for sale through
dealers who are members of the National Association of Securities Dealers, Inc.
Such dealers, if any, may be allowed a concession or agency commission by the
Underwriter.

The 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 concessions to
dealers from time to time.

Public Market

While not obligated to do so, the Underwriter intends to maintain, at its
expense, a secondary market for Units of each Trust and to continuously offer
to repurchase Units from Unitholders at the Redemption Price calculated by the
Evaluator. (See "Right of Unitholders -- Redemption of Units" herein.) Any
Units repurchased by the Underwriter at the Redemption Price may be reoffered
to the public by the Underwriter at the then current Public Offering Price,
which price includes a sales charge. Effective on each July 1 such sales charge
will be reduced as set forth in the "Summary of Essential Information" in Part
One. Any profit or loss resulting from the resale of such Units will belong to
the Underwriter.

If the supply of Units exceeds the demand (or for any other business
reason), the Underwriter may, at any time, from time to time, or permanently,
discontinue the repurchase of Units of a series at the Redemption Price.
Alternatively, Unitholders may redeem their Units through the Trustee, although
the Sponsor shall have the right to purchase such tendered Units at a price not
less than the price the Unitholder would receive from the Trustee upon tender.
Unitholders may be able, upon request, to receive an "in kind" distribution of
the Securities evidenced by their Units. (See "Rights of Unitholders --
Redemption of Units" herein.) 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.

Sponsor's and Underwriter's Profit

As stated in "Public Offering -- Public Market" above, the Underwriter
intends to maintain a secondary market for the Units of each Trust. In so
maintaining a market, the Underwriter will realize a profit or sustain a loss
in the amount of any difference between the prices at which such Units were
bought and the prices at which such Units were resold (such prices include a
sales charge) or the prices at which such Units were redeemed, as the case may
be.

<PAGE> 34

FEDERAL TAXATION

The following is a discussion of certain of the federal income tax
consequences of the purchase, ownership and disposition of the Units which will
generally apply to individual Unitholders. The summary is limited to investors
who hold the Units as "capital assets" (generally, property held for
investment) within the meaning of Section 1221 of the Internal Revenue Code of
1986, as amended (the "Code"). Unitholders should consult their tax advisors in
determining the particular federal, state, local and any other tax consequences
of the purchase, ownership and disposition of Units in a Trust which may apply
to their specific circumstances.

In the opinion of Bryan Cave, Counsel for the Sponsor, under existing law:

General Consequences

Each Trust is not an association taxable as a corporation for federal
income tax purposes.

Each Unitholder of a Trust will be considered the owner of a pro rata
portion of that Trust's assets for federal income tax purposes under Subpart E,
Subchapter J of Chapter 1 of the Code. Each Unitholder will be considered to
have received its pro rata share of income, deductions and credits derived from
the operation of such Trust.

Each Unitholder will have a taxable event when a Security is disposed of in
a taxable transaction (whether by sale, liquidation, redemption or otherwise)
or when the Unitholder redeems or sells its Units in a taxable transaction. The
cost of the Units to a Unitholder on the date such Units are purchased is
allocated among the Securities held by such Trust (in accordance with the
proportion of the fair market values of such Securities) in order to determine
the Unitholder's tax basis in the Unitholder's pro rata portion of each
Security, and such tax basis will be subject to certain adjustments discussed
below.

The Zero Coupon Obligations held in a Trust are U.S. government obligations
which accrue but do not pay income currently, are sold at a discount and
represent an obligation to pay a fixed amount at a future date. The Zero Coupon
Obligations are treated as bonds which were originally issued at an original
issue discount. For tax purposes, original issue discount is treated as a form
of interest, and the amount of original issue discount is generally the
difference between the purchase price of the obligation and either (i) its
stated redemption price at maturity or (ii) the amount payable on the due date
of the Zero Coupon Obligation. A Unitholder will be required to include in
gross income the sum of his daily portions of the original issue discount
determined for each day during which the Zero Coupon Obligation is held in such
Trust and will be subject to federal income tax on the total amount of such
original issue discount which accrues during such taxable year even though the
income is not distributed to the Unitholder until termination of such Trust. In
general, original issue discount accrues daily under a constant interest rate
method which takes into account the semi-annual compounding of accrued
interest. In the case of the Zero Coupon Obligations this method will generally
result in an increasing amount of income to be reported by a Unitholder each
year during the term of his investment in such Trust. There can be no assurance
that dividend income distributed to a Unitholder during a taxable year will
equal or exceed the amount of such Unitholder's share of income subject to tax
including his share of original issue discount subject to tax.

<PAGE> 35

Taxation of Dividends Received by a Trust

For federal income tax purposes, a Unitholder's pro rata portion of taxable
dividends paid by a corporation with respect to any Equity Security will be
taxable as ordinary income to the extent of such corporation's current and
accumulated "earnings and profits" as such term is defined in Section 316 of
the Code. A Unitholder's pro rata portion of taxable dividends 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 be
treated as capital gain. Such capital gain will be short-term unless a
Unitholder has held its Units and the Trust has held such Equity Security for
more than one year. Under certain circumstances corporate Unitholders may be
able to deduct from gross income a portion of dividends received by a Trust
with respect to Equity Securities held by such Trust and, accordingly, should
consult their tax advisors concerning the federal income tax consequences of
such distributions.

Corporate Unitholders Dividends Received Deduction

A corporation (other than a corporation taxed as an S Corporation, a
regulated investment company, a real estate mortgage investment conduit, or a
real estate investment trust) which owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unitholder's pro rata
portion of taxable dividends received by a Trust in the same manner as if such
corporation directly owned the Equity Securities paying such dividends. A
corporation owning Units should be aware that Sections 246 and 246A of the Code
impose certain limitations on the deductibility of a corporate Unitholder's pro
rata share of taxable dividends received by such Trust including the following:
(1) the aggregate amount of the dividends received deduction is limited to 70%,
or, in some cases, 80%, of the corporate Unitholder's taxable income with
certain adjustments; (2) the Units with respect to which the dividends are
received must generally have been held by the corporation for more than 45 days
(90 days in the case of certain preference dividends); and (3) the Code
contains specific rules which are generally designed to reduce or eliminate the
dividends received deduction to the extent a corporation has incurred debt to
acquire its Units. Additionally, a corporate Unitholder who has held its Units
for 2 years or less may be required to reduce its tax basis in its Units by the
amount of the nontaxed portion of certain extraordinary dividends paid to a
Trust. Due to the complexity of the requirements relating to the dividends
received deduction, corporate Unitholders should consult their tax advisors
concerning the application of the dividends received deduction to their
specific circumstances. Upon written request, the Trustee shall furnish
information regarding the source, amount and date of receipt of dividends paid
to a Trust.

Limitations on Deductibility of Trust Expenses by Individual Unitholders

Each Unitholder's pro rata share of each expense paid by a Trust is
deductible by the Unitholder to the same extent as though the expense had been
paid directly by the Unitholder. However, individual Unitholders may deduct
certain miscellaneous itemized deductions, such as investment expenses, tax
return preparation fees and employee business expenses only to the extent they
exceed 2% of such individual's adjusted gross income. Accordingly, individual
Unitholders may be required to treat some or all of the expenses of a Trust as
miscellaneous itemized deductions subject to this limitation.

<PAGE> 36

Disposition of Securities by a Trust and Disposition of Units

If a Unitholder disposes of a Unit, the Unitholder is deemed thereby to
have disposed of the Unitholder's pro rata interest in all of a Trust's assets
represented by such Unit, including the Unitholder's pro rata portion of all
the Securities. A Unitholder will recognize gain (or loss) when all or part of
the Unitholder's pro rata interest in a Security is disposed of (whether
through a disposition of its Unit or a disposition of the Security by such
Trust) in a taxable transaction for an amount greater (or less) than the
Unitholder's tax basis therein.

Unless the investor in a Unit is a dealer, gain or loss recognized on a
sale or exchange of a Security or a Unit will, under current law, be capital
gain or loss. Any capital gain or loss arising from the disposition of a
Security by a Trust or the disposition of Units by a Unitholder will be
short-term capital gain or loss unless such Security and Unit has been held for
more than one year in which case such capital gain or loss will be long-term.

Special Tax Consequences of In Kind Distributions Upon Redemption of Units

As discussed in "Rights of Unitholders -- Redemption of Units", upon
termination of a Trust a Unitholder tendering 2,500 Units or more for
redemption may request an In Kind Distribution of Equity Securities. As
previously discussed, prior to the redemption of Units, a Unitholder is
considered as owning a pro rata portion of each of such Trust's assets for
federal income tax purposes. The receipt of an In Kind Distribution upon the
redemption of Units would be deemed an exchange of such redeeming Unitholder's
pro rata portion of each of the shares of stock and other assets held by such
Trust in exchange for an undivided interest in whole shares of stock and cash.
A Unitholder must elect to have his Equity Securities exchanged entirely in
kind plus cash for fractional shares or entirely for cash.

There are different potential tax consequences which may occur under an In
Kind Distribution with respect to each Security owned by a Trust. The
Unitholder will recognize gain or loss on the Zero Coupon Obligation in an
amount equal to the difference between the Unitholder's basis in the Zero
Coupon Obligation and the cash received. In Rev. Rul. 90-7, 1990-1 C.B. 153,
which revoked the Internal Revenue Service's ("Service") prior ruling position
on this issue, the Service held that if a Unitholder receives only whole shares
of a security in exchange for its pro rata interest in each such security held
by the trust, no gain or loss would be recognized upon such exchange because
the exchange effects no material difference in the Unitholder's position. If
the Unitholder receives whole shares of a particular Equity Security plus cash
in lieu of a fractional share of such Equity Security, or if the Unitholder
receives only cash in lieu of a fractional share of an Equity Security, gain or
loss would be recognized in an amount equal to the difference between the
amount of cash received and the Unitholder's adjusted basis in the fractional
share. The Unitholder's tax basis in the shares of such particular Equity
Security which the Unitholder receives as part of the In Kind Distribution
would equal the Unitholder's basis in such particular Equity Security before
the redemption, increased or decreased by any gain or loss recognized by the
Unitholder on the receipt of cash in lieu of a fractional share of such
particular Equity Security, and decreased by any cash received in lieu of a
fractional share of such particular Equity Security. Redeeming Unitholders who
request an In Kind Distribution are advised to consult their tax advisers in
this regard.

<PAGE> 37

Computation of the Unitholder's Tax Basis

Initially, a Unitholder's tax basis in its Units will equal the price
(including brokerage commissions) paid by such Unitholder for the Units. A
Unitholder initially determines its tax basis in that portion of each of the
Securities held by a Trust that the Unitholder is considered to own, by
allocating the cost of the Units among the Securities held in such Trust in
accordance with the proportion of the fair market values of such Securities on
the date the Units are purchased.

The sale or exchange of Units (other than in a redemption) will not affect
the tax basis of Unitholders not participating in the sale or exchange. A
Unitholder's tax basis in its Units and its pro rata portion of a Equity
Security held by a Trust will be reduced to the extent cash dividends paid with
respect to such Equity Security are received by such Trust which are not
taxable as ordinary income because such dividend exceeds current and
accumulated earnings and profits of the issuer of the Equity Security as
described above.

Back-up Withholding

Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee (or, in the case of Units held in
book-entry form only, to the owner of record of such Units) 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
a Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to 31% back-up withholding. Distributions by a 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.

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW

In the opinion of Bryan Cave, Counsel for the Sponsor for New York tax
matters, each Trust is not an association taxable as a corporation and the
income of such Trust will be treated as the income of the Unitholders under the
existing income tax laws of the State and City of New York.

The foregoing discussions relate only to United States federal and New York
State and City income taxes. Unitholders may be subject to state and local
taxation in other jurisdictions. Unitholders should consult their tax advisors
regarding potential state or local taxation with respect to the Units.

RIGHTS OF UNITHOLDERS

Units

A certificate representing 100% of the fractional undivided interest in and
ownership of the Units will be registered in the name or to the order of the
Underwriter on the books of the depository, The Depository Trust Company ("DTC"
or the "Depository"). Accordingly, the Underwriter or its designee will be the
holder of record of the Units.

The Units will be issued in book-entry form only and the Unitholders will
not be entitled to receive physical certificates representing their Units. A
Unitholder's ownership of Units will be recorded on or through the records of
<PAGE> 38

the Underwriter or any other brokerage firm that maintains such Unitholder's
account for such purpose. In turn, the brokerage firm's record ownership of
such Units will be recorded on the records of the Depository (or of a DTC
participating firm that acts as agent for the brokerage firm if a Unitholder's
brokerage firm is not a DTC participant). Therefore, a Unitholder must rely
upon the foregoing procedures to evidence such Unitholder's beneficial
ownership of a Unit. Beneficial ownership of a Unit may only be transferred by
compliance with the procedures of such brokerage firms and DTC participants.
Neither the Trustee nor the Sponsor will have any responsibility or liability
for any aspect of the records relating to or payments made by such brokerage
firms or DTC participants on account of beneficial ownership interests in the
Units or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

DTC, which is a New York-chartered limited purpose trust company, performs
services for its participants, some of whom (and/or whose representatives) own
DTC. In accordance with its normal procedures, DTC is expected to record
separately the positions held by each DTC participant in the Units, whether
held for its own account or as a nominee for another person. The Underwriter is
a DTC participant.

Each distribution from the Income Account and payment upon redemption of a
Unit will be paid to the Depository for the benefit of the record holder of the
Units as shown on the books of the Depository. The Depository will be
responsible for crediting the amount of such payments to the accounts of the
applicable DTC participants in accordance with the Depository's normal
procedures, which currently provide for payments in next-day funds settled
through the New York Clearing House. Each DTC participant will be responsible
for disbursing such payments to the beneficial owners of the Units that it
represents and to each brokerage firm for which it acts as agent. Each such
brokerage firm will be responsible for disbursing funds to the beneficial
owners of the Units that it represents.

If the foregoing book-entry procedures are terminated by the Depository for
any reason, definitive Certificates will be issued in appropriate amounts as
requested by the DTC participants holding the Units.

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. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to
establish the authority of the person making such transfer. 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.

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

Certain Limitations

No Unitholder shall have the right to vote except in certain circumstances
relating to the amendment and termination of a Trust. (See "Administration of
the Trusts -- Amendment or Termination" herein.) Unitholders shall have no
right to control the operation or administration of a Trust in any manner,
<PAGE> 39

except upon the vote of 51% of the Unitholders outstanding at any time for
purposes of amendment or termination of a Trust, all as provided in the
Agreement. Unitholders will be unable to dispose of any of the Securities, as
such, and will not be able to vote the Securities. No Unitholder shall ever be
under any liability to any third party for any action taken by the Trustee or
Sponsor.

Redemption of Units

Requests for redemption of a Unit at the option of a Unitholder must first
be presented to the Unitholder's brokerage firm. Such brokerage firm (if such
firm is a DTC participant and, if not, through the DTC participant acting on
behalf of such firm) will present such redemption request to DTC and DTC, in
turn, will present such request to the Trustee for processing in accordance
with the applicable redemption provisions of the Agreement. The Trustee may
require a Unitholder and such Unitholder's brokerage firm to submit additional
information or certifications to the Trustee to evidence compliance with the
applicable redemption provisions of the Agreement. Units will be deemed to be
"tendered" to the Trustee when the Trustee is in physical possession of
transfer instructions and such other documentation as may be required by the
Trustee to effect the redemption of the Units. Compliance with the foregoing
procedures may result in delays in the processing of redemption requests by
Unitholders. No redemption fee will be charged by the Trustee.

On the seventh calendar day following such tender, or if the seventh
calendar day is not a Business Day, on the first Business Day prior thereto,
the Unitholder will be entitled to receive in cash an amount for each Unit
equal to the Redemption Price per Unit next computed as of the Evaluation Time
set forth in the Summary of Essential Information in Part One on the date of
tender. The "date of tender" is deemed to be the date on which the Units are
received by the Trustee, except that as regards Units received after the
Evaluation Time, the date of tender is the next day on which the exchange is
open for trading and such Units will be deemed to have been tendered at the
Redemption Price computed on that day.

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. If such available funds
shall be insufficient, the Trustee is empowered to sell such Securities as have
been designated for such purpose in order to make funds available for
redemption, provided however, that the Zero Coupon Obligations may not be sold
unless the sale of such Zero Coupon Obligations will not reduce the Maturity
Value of the Zero Coupon Obligations still held in a Trust below the amount
required to distribute from the proceeds of the sale or maturity of the Zero
Coupon Obligations upon the termination of a Trust at the Mandatory Termination
Date an amount at least equal to the Initial Public Offering Price. In the
event that (i) Zero Coupon Obligations may not be sold to fund a redemption of
Units pursuant to the preceding sentence, and (ii) no other Trust's assets are
available for liquidation to fund such redemption, the Trustee will advance to
a Trust such amounts as may be necessary to pay the Redemption Price of the
tendered Units. The Trustee shall be reimbursed the amount of any such advance
from such Trust as soon as the Zero Coupon Obligations may be sold in such
amount as will not reduce the Maturity Value of the Zero Coupon Obligations
still held in such Trust below the amount required to distribute an amount at
least equal to the Initial Public Offering Price from the proceeds of the sale
or maturity of the Zero Coupon Obligations upon the termination of such Trust
at the Mandatory Termination Date.

<PAGE> 40

At the Mandatory Termination Date, Unitholders tendering 2,500 Units or
more for redemption may request from the Trustee in lieu of a cash redemption a
distribution in kind ("In-Kind Distributions") of an amount and value of Equity
Securities per Unit equal to the Market Value of such Unitholder's Units. At
the Mandatory Termination date, a Unitholder must elect to have its Units
redeemed either entirely in kind plus cash for fractional shares or entirely in
cash. An In-Kind Distribution of Units will be made by the Trustee through the
distribution of each of the Securities in book-entry form to the account of the
Unitholder's bank or broker-dealer at The Depository Trust Company. The
tendering Unitholder will receive his pro rata number of whole shares of each
of the Equity Securities in a Trust plus cash from the Capital Account equal to
the fractional shares to which the tendering Unitholder is entitled. In
implementing these redemption procedures, the Trustee shall make any
adjustments necessary to reflect differences between the Redemption Price of
the Securities distributed in kind as of 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 Securities according to the criteria
discussed above.

Sales of Securities may be required at a time when Securities would not
otherwise be sold and may result in lower prices than might otherwise be
realized. The price received upon redemption of Units may be more or less than
the amount paid by the Unitholder depending on the value of the Securities in
the Portfolio at the time of redemption. Equity Securities will be sold to meet
redemptions of Units before Zero Coupon Obligations, although Zero Coupon
Obligations may be sold if a Trust is assured of retaining a sufficient
principal amount of Zero Coupon Obligations to provide funds upon maturity of a
Trust at least equal to the Initial Public Offering Price. Special federal
income tax consequences will result if a Unitholder requests an In-Kind
Distribution. (See "Federal Taxation" herein.)

The Redemption Price per Unit of a Trust is determined on the basis of the
bid price of the Zero Coupon Obligations and 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, while the Public Offering Price per Unit during
the initial offering period will be determined on the basis of the offering
price of such Zero Coupon Obligations, as of the close of trading on the New
York Stock Exchange on the date any such determination is made, and the
aggregate underlying value of the Equity Securities in such Trust, plus or
minus cash, if any, in the Income Account and Capital Account of such Trust. On
the initial Date of Deposit the Public Offering Price per Unit, which is based
on the offering prices of the Zero Coupon Obligations and the aggregate
underlying value of the Equity Securities in a Trust and includes the sales
charge, exceeded the unit value at which Units could have been redeemed (based
upon the current bid prices of the Zero Coupon Obligations and the Market Value
of the Equity Securities in a Trust) by the amount shown under "Summary of
Essential Information" in Part One. The Redemption Price per Unit is the pro
rata share of each Unit determined by the Trustee by adding: (a) the cash on
hand in such Trust (excluding (1) cash, cash equivalents or letters of credit
deposited in such Trust to purchase Securities, unless such cash or letters of
credit have been deposited in the Income and Capital Accounts because of
failure to apply such monies to the purchase of Securities and excluding
(2) monies, if any, reserved for payment of applicable taxes or other
governmental charges or credited to the Expense Reserve Fund); (b) the
aggregate value of the Securities (including "when issued" contracts, if any)
held in such Trust, as determined by the Evaluator on the basis of bid prices
of the Zero Coupon Obligations and the aggregate underlying value of the Equity
Securities in such Trust next computed; and (c) all other income from the
<PAGE> 41

Securities (including dividends receivable on Equity Securities trading
ex-dividend as of the date of computation) together with all other assets of
such Trust; and deducting therefrom: (i) amounts representing any applicable
taxes or governmental charges payable out of the Trust; (ii) commencing with
the first Evaluation of such Trust after the expiration of the period during
which the Sponsor is permitted to make deposits of additional Securities or the
Trustee's earlier receipt of written notice from the Sponsor that no further
such deposits shall be made, an amount representing estimated accrued expenses
of such Trust, including but not limited to fees and expenses of the Trustee
(including legal and auditing fees), the Evaluator and supervisory fees, if
any; (iii) cash held for distribution to Unitholders of record of such Trust as
of the business day prior to the evaluation being made; and (iv) other
liabilities incurred by such Trust; and finally dividing the result of such
computation by the number of Units of such Trust outstanding as of the date
thereof.

The aggregate value of the Equity Securities is determined in the following
manner: if the Equity Securities are listed on a national securities exchange
or the NASDAQ national market system, the evaluation is generally based on the
last 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 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, the evaluation is generally determined (a) on the
basis of current bid prices for comparable securities, (b) by appraising the
value of the Equity Securities 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 during which the Securities and
Exchange Commission determines that trading on that Exchange is restricted or
any emergency exists, as a result of which disposal or evaluation of the
Securities is not reasonably practicable, or for such other periods as the
Securities and Exchange Commission may by order permit. Under certain extreme
circumstances, the Sponsor may apply to the Securities and Exchange Commission
for an order permitting a full or partial suspension of the right of
Unitholders to redeem their Units. The Trustee is not liable to any person in
any way for any loss or damage which may result from any such suspension or
postponement.

The Indenture requires that the Trustee notify the Sponsor of any tender of
Units for redemption. The Sponsor may, and so long as the Underwriter is
maintaining a secondary market for Units, the Underwriter may, prior to the
close of business on the day of tender, purchase any Units tendered to the
Trustee for redemption by making payment therefor to the Unitholder in an
amount not less than that which would have been paid by the Trustee had the
Units been redeemed by the Trustee. (See "Public Offering -- Public Market"
herein.) Units held by the Sponsor or the Underwriter may be tendered to the
Trustee for redemption in the same manner as any other Units.

The offering price of any Units resold by the Underwriter will be the
Public Offering Price determined in the manner provided in this Prospectus.
(See "Public Offering -- Public Offering Price" herein.) Any profit resulting
from the resale of such Units will belong to the Underwriter which likewise
<PAGE> 42

will bear any loss resulting from a lower offering or redemption price
subsequent to its acquisition of such Units. (See "Public Offering -- Sponsor's
and Underwriter's Profit" herein.)

TRUST OPERATING EXPENSES

Initial Costs

All costs and expenses incurred in creating and establishing the Trusts,
including the cost of the initial preparation, printing and execution of the
Indenture and Agreement, legal and auditing expenses, advertising and selling
expenses, expenses of the Trustee, the Evaluator and other out-of-pocket
expenses have been borne by the Sponsor at no cost to the Trusts. Other than
the Sponsor's Supervisory Fees described below, the Sponsor will not receive
any fees in connection with its activities relating to the Trusts. However, the
Underwriter, an affiliate of the Sponsor, will receive sales commissions and
may realize other profits (or losses) in connection with the sale of Units as
described under "Public Offering -- Sponsor's and Underwriter's Profits" above
and will be indemnified by the respective Trusts as described under
"Miscellaneous Expenses" below.

Fees

The Sponsor's supervisory fee, if any, earned for supervising the Portfolio
is based upon the number of Units outstanding on the December 10 Record Date
the first calendar year such Trust was established and thereafter on the
December 10 Record Date of the prior calendar year and will be payable annually
on or before each Distribution Date. The Sponsor's fee is currently $0.40 per
100 Units (and shall not exceed $0.50 per 100 Units per year) and may exceed
the actual costs of providing these supervisory services, but at no time will
the total amount the Sponsor receives for these supervisory services, when
combined with all compensation received with respect to any other series of
trusts in any calendar year, exceed the aggregate cost to it of supplying such
services in such year.

Under the Indenture and Agreement, for its services as trustee and
evaluator the Trustee will receive fees in the amount set forth in "Summary of
Essential Information -- Trustee's Fee and Estimated Expenses" in Part One,
computed and paid monthly on the basis of the largest number of Units
outstanding for such Trust at any time during the calendar year. The Trustee is
entitled to receive a minimum fee of $2,500 per year for services performed and
expenses incurred on behalf of a Trust. Certain regular and recurring expenses
of a Trust, including certain mailing and printing expenses, are borne by such
Trust.

The Sponsor's fee, if any, is paid annually and is based upon the largest
number of Units outstanding at any time during the calendar year. The Trustee's
fees are payable monthly on or before each Distribution Date from the Income
Account, to the extent funds are available and thereafter from the Capital
Account. Any such fees may be increased without approval of the Unitholders in
proportion to increases under the classification "All Services Less Rent" in
the Consumer Price Index published by the United States Department of Labor.
The Trustee also receives benefits to the extent that it holds funds on deposit
in various non-interest bearing accounts created under the Indenture and
Agreement. For a discussion of the services rendered by the Trustee pursuant to
its obligations under the Indenture and Agreement, see "Administration of the
Trusts" herein.

<PAGE> 43

Miscellaneous Expenses

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

The fees and expenses set forth herein are payable out of the respective
Trusts. When such fees and expenses are paid by or owing to the Trustee, they
are secured by a lien on the Securities in the relevant Trust. Since the income
stream produced by dividend payments on the Securities is unpredictable, the
Sponsor cannot provide any assurance that dividends will be sufficient to meet
any or all expenses of a particular Trust. The Trustee may establish an expense
reserve fund for the payment of fees and expenses due and owing to the Trustee
(the "Expense Reserve Fund"). The Sponsor and the Trustee shall take such steps
as they deem necessary to (1) determine the amounts necessary for reserve, (2)
to fund the Expense Reserve Fund, (3) to decide whether to withdraw funds from
the Expense Reserve Fund, and (4) to determine the amount of the withdrawal
from the Expense Reserve Fund. If the balances in the Income Account and
Capital Account are insufficient to provide for amounts payable by the relevant
Trust, the Trustee has the power to (1) sell Securities to pay such amounts,
provided, however, that no Zero Coupon Obligations may be sold to pay any fees
or expenses of such Trust, unless such Trust is assured of retaining a
sufficient principal amount of Zero Coupon Obligations to provide funds on
termination of a particular Trust on the Mandatory Termination Date at least
equal to the Initial Public Offering Price and/or (2) make withdrawals from the
Expense Reserve Fund to pay such amounts. Withdrawal from the Expense Reserve
Fund shall only be made if no Equity Securities are available to be sold to
satisfy the fees and expenses of a particular Trust. Sales of Equity Securities
to pay the fees and expenses of a particular Trust may result in capital gains
or losses to Unitholders. (See "Federal Taxation" herein.)

ADMINISTRATION OF THE TRUSTS

Records and Accounts

The Trustee will keep records and accounts of all transactions of each
Trust at its offices at 770 Broadway, New York, New York 10003. These records
and accounts will be available for inspection by Unitholders at reasonable
times during normal business hours. The Trustee will keep on file for
inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in each Trust. In
connection with the storage and handling of certain Securities deposited in a
Trust, the Trustee is authorized to use the services of Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.

Distributions of Income and Capital

The Trustee will credit to the Income Account all cash dividends received
by and payable to the relevant Trust. Other receipts are credited to the
<PAGE> 44

Capital Account. Distributions from the Income Account and the Capital Account
generally will be distributed on the Distribution Date or Dates set forth in
the Trust Agreement applicable to such Trust. Distributions will be made to
Unitholders of record on the Record Date set forth in the Trust Agreement
applicable to such Trust. The Trustee shall not be required to make a
distribution from the Capital Account unless the cash balance on deposit
therein available for distribution shall be sufficient to distribute at least
$1.00 per 100 Units. If the amounts in the Capital Account are sufficient to
distribute at least $10.00 per 100 Units, such amounts shall be distributed on
or shortly after the twentieth day of the next succeeding month after such
amounts are accumulated. The Trustee is not required to pay interest on funds
held in the Capital Account or Income Account (but may itself earn interest
thereon and therefore benefits from the use of such funds).

As of the first 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 relevant Trust (as
determined on the basis set forth under "Trust Operating Expenses" herein),
provided, however, that no Zero Coupon Obligations may be sold to pay any fees
or expenses of a particular Trust, except under the conditions set forth under
"Trust Operating Expenses -- Miscellaneous Expense" herein. The Trustee may
also withdraw from the Income and Capital Accounts such amounts, if any, as it
deems necessary to establish a reserve for any applicable taxes or other
governmental charges payable out of such Trust (the "Tax Reserve Fund").
Amounts so withdrawn shall not be considered a part of a Trust's assets until
such time as the Trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the Trustee may withdraw from the Income and
Capital Accounts such amounts as may be necessary to cover redemptions of
Units.

Administration of the Portfolio

The Trusts are not "managed" by the Sponsor or the Trustee and neither the
Sponsor nor the Trustee has the authority to manage a Trust's assets fully in
an attempt to take advantage of various market conditions to improve a Trust's
market value; their activities described below are governed solely by the
provisions of the Indenture and Agreement. The original proportionate
relationship among the number of shares of each Equity Security in a Trust will
be adjusted to reflect the occurrence of a stock dividend, stock split, merger,
reorganization or a similar event which affects the capital structure of the
issuer of an Equity Security in such Trust but which does not affect such
Trust's percentage ownership of the common stock equity of such issuer at the
time of such event. The Sponsor may direct the Trustee to dispose of Equity
Securities (1) upon default in payment dividends, after declared and when due
and payable, (2) if any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of dividends on any such
Equity Securities, or if there exists any legal question or impediment
affecting such Equity Securities or the payment of dividends on the same,
(3) if there has occurred any breach of covenant or warranty in any document
relating to an issuer of Equity Securities which would adversely affect either
immediately or contingently the payment of dividends on such Equity Securities,
or the general credit standing of the issuer or otherwise impair the sound
investment character of such Equity Securities, (4) if there has been a default
in the payment of dividends, or the principal of or income or premium, if any,
on any other outstanding obligations of the issuer of such Equity Securities,
(5) if the price of any such Equity Securities had declined to such an extent
or other such market or credit factors exist that in the opinion of the Sponsor
as evidenced in writing to the Trustee, the retention of such Securities would
<PAGE> 45

be detrimental to the Trust and to the interests of the unitholders, (6) if all
of the Securities in the Trust will be sold pursuant to termination of the
Trust as provided in the Indenture and Agreement, (7) if such sale is required
due to Units tendered for redemption, or (8) upon the occurrence of a change in
the business of the issuer of Securities that would have caused the Sponsor not
to include the Securities of an issuer in the Trust had such circumstances
existed prior to the formation of the Trust. The proceeds of any such
disposition of the Equity Securities will be deposited in the Capital Account
of the relevant Trust and distributed to Unitholders thereof in accordance with
the Indenture and Agreement. If a failure to pay declared cash dividends on any
of the Equity Securities occurs and if the Sponsor does not, within 30 days
after notification, instruct the Trustee to sell or hold such Equity
Securities, the Indenture provides that the Trustee may in its discretion sell
such Equity Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in the Trusts and will
vote such stocks in accordance with the instructions of the Sponsor or, in the
absence of such instructions, according to the recommendations, if any, of the
issuer's management.

The Trustee may also sell Securities designated by the Sponsor, or if not
so directed, in its own discretion, for the purpose of redeeming Units of a
Trust tendered for redemption and the payment of expenses; provided, however,
that in the case of Securities sold to meet redemption requests, Zero Coupon
Obligations may only be sold if such Trust is assured of retaining a sufficient
principal amount of Zero Coupon Obligations to provide funds on termination of
such Trust at the Mandatory Termination Date at least equal to the Initial
Public Offering Price. Zero Coupon Obligations may not be sold by the Trustee
to meet a Trust's expenses, unless such Trust is assured of retaining a
sufficient principal amount of Zero Coupon Obligations to provide funds on
termination of such Trust at the Mandatory Termination Date at least equal to
the Initial Public Offering Price.

Reports to Unitholders

In connection with each distribution, the Trustee shall furnish the
Unitholder of record 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 for each 100 Units 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, a
statement (i) as to the Income Account: dividends received, deductions for
applicable taxes, fees and expenses of the relevant Trust, cash amounts paid
for purchases of Securities to replace Failed Contract Securities and for
redemptions of Units, if any, amounts reserved for purchases of Contract
Securities or Failed Securities, 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 per 100 Units
outstanding on the last Business Day of such calendar year; (ii) as to the
Capital Account: the dates of disposition of any Securities and the net
proceeds received therefrom, cash amounts paid for purchases of Securities to
replace Failed Contract Securities and for redemption of Units, deductions for
payment of applicable taxes and fees and expenses of the relevant Trust and the
balance remaining after such distributions and deductions expressed both as a
total dollar amount and as a dollar amount representing the pro rata share per
100 Units outstanding on the last Business Day of such calendar year; (iii) a
list of the Securities held and the number of Units outstanding on the last
Business Day of such calendar year; (iv) the Redemption Price per Unit based
<PAGE> 46

upon the last Trustee evaluation thereof made during such calendar year; and
(v) amounts actually distributed during such calendar year from the Income and
Capital Accounts, separately stated, expressed both as total dollar amounts and
as dollar amounts representing the pro rata share per 100 Units outstanding.

In order to comply with federal and state tax reporting requirements,
Unitholders will be furnished, upon request to the Sponsor, with evaluations of
the Securities in the relevant Trust.

Amendment or Termination

The Indenture and Agreement may be amended by the Trustee and the Sponsor
without the consent of any of the Unitholders (i) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent with any other provision, or (ii) to make such other provisions as
shall not adversely affect the Unitholders, provided, however, that the
Indenture and Agreement may not be amended to (a) increase the number of Units,
except as the result of the deposit of additional Securities pursuant to the
Indenture and Agreement, (b) permit the acquisition of additional or substitute
securities except as expressly provided therein or (c) permit the Trust to
engage in any kind of business. The Indenture and 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 of 51% of the Units then
outstanding, provided that no such amendment or waiver will reduce the interest
in the 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.

In the event of any termination of a particular Trust prior to the Zero
Coupon Obligations Maturity Date, the Trustee shall proceed to liquidate the
Securities then held and make the payments and distributions provided for below
except that in such event, the distribution to each Unitholder shall be made in
cash and shall be such Unitholder's pro rata interest in the balance of the
Capital and Income accounts after the deductions discussed below. In the event
that a Trust shall terminate on or after the Zero Coupon Obligations Maturity
Date, the Underwriter shall, not less than 60 days prior to the Zero Coupon
Obligations Maturity Date, send a written notice to all Unitholders of record
owning at least 2,500 Units. Such notice shall allow such Unitholders to elect
to receive an In Kind Distribution of their pro rata share of the Equity
Securities, to the extent of whole shares. The Trustee will honor duly executed
requests for In-Kind Distributions received (accompanied by the electing
Unitholder's Certificate or other evidence satisfactory to the Trustee of the
electing Unitholder's ownership of the Units) by the close of business five
days prior to the Zero Coupon Obligations Maturity Date. Unitholders who
request an In-Kind Distribution shall receive such Unitholder's pro rata
portion of each of the Equity Securities segregated for distribution in kind,
in whole shares and cash equal to such Unitholder's pro rata portion of the
Income and Capital Accounts. Unitholders who do not effectively request an
In-Kind Distribution shall receive their distribution upon termination in cash.

Commencing on the Zero Coupon Obligations Maturity Date for a particular
Trust, Equity Securities will begin to be sold in connection with the
termination of the Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice of any
termination of a Trust shall be given by the Trustee to each Unitholder at his
address appearing on the registration books of such Trust maintained by the
Trustee. The Trustee will honor duly executed requests for In-Kind
<PAGE> 47

Distribution. To be effective, the election form, together with surrendered
certificates and other documentation required by the Trustee, must be returned
to the Trustee at least five business days prior to the Zero Coupon Obligations
Maturity Date. All Unitholders will receive their pro rata portion of the
amounts received on account of the Zero Coupon Obligations in cash upon the
termination of such Trust at the Mandatory Termination Date. All Unitholders
will receive their pro rata portion of the amounts remaining in the Expense
Reserve Fund, if any, in cash upon the termination of such Trust at 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 Equity Securities within a reasonable time after such Trust is
terminated. Regardless of the distribution involved, the Trustee will deduct
from the funds of such Trust any accrued costs, expenses, advances or
indemnities provided by the Trust Agreement, including estimated compensation
of the Trustee and costs of liquidation and any amounts required as a reserve
to provide for payment of any applicable taxes or other governmental charges.
In addition to the referenced deductions, if the Unitholder requests an In-Kind
Distribution, the Trustee shall also deduct any costs determined by the Trustee
in its sole discretion to be incidental to the registration and transfer of
Equity Securities or otherwise resulting from the Unitholder's election to
receive an -In-Kind Distribution, from the cash amount of such Unitholder's
termination distribution. Any sale of Securities in a Trust 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
his pro rata share of the balance of the Income and Capital Accounts.

A Trust may be liquidated at any time by consent of Unitholders
representing 51% of the Units then outstanding or by the Trustee when the value
of such Trust, as shown by any evaluation, is less than the Minimum Termination
Value indicated under "Summary of Essential Financial Information" in Part One.
The Indenture and Agreement will terminate upon the sale or other disposition
of the last Security held thereunder, but in no event will it continue beyond
the Mandatory Termination Date stated under "Summary of Essential Information"
in Part One.

Written notice of any termination of a Trust shall be given by the Trustee
to each relevant Unitholder at his address appearing on the registration books
of each Trust maintained by the Trustee. If a Trust terminates on the Mandatory
Termination Date, the Trustee will provide written notice thereof to all
Unitholders at least 30 days before such Mandatory Termination Date. The notice
will include a form enabling Unitholders owning 1,200 or more Units of one of
such Series to request an In Kind Distribution rather than payment in cash upon
termination of a Trust. Such request must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. Within a reasonable
period of time after termination, the Trustee will sell any Securities
remaining in a Trust. The Trustee will deduct from the funds of a Trust any
accrued costs, expenses, advances or indemnities provided by the Indenture and
Agreement, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. The Trustee will then
distribute to each Unitholder who does not request an In Kind Distribution his
pro rata share of the balance of the Income and Capital Accounts. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount paid by such Unitholder for Units. Any sale of
Securities in a Trust upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time.

<PAGE> 48

With such distribution to the Unitholders the Trustee will furnish a final
distribution statement, in substantially the same form as the annual
distribution statement, of the amount distributable. At such time as the
Trustee in its sole discretion determines that any amounts held in reserve are
no longer necessary, it will make distributions thereof to Unitholders in the
same manner.

Limitations on Liabilities

The Sponsor 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 Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, but shall be liable only for their own willful misfeasance, bad
faith or gross negligence in the performance of their duties or by reason of
their reckless disregard of their obligations and duties hereunder. The Trustee
shall not be liable for depreciation or loss incurred by reason of the sale by
the Trustee of any of the Securities. In the event of the failure of the
Sponsor to act under the Indenture and Agreement, the Trustee may act
thereunder and shall not be liable for any action taken by it in good faith
under the Indenture and Agreement.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture and Agreement or upon or in respect of a
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 Indenture and Agreement contain other customary
provisions limiting the liability of the Trustee.

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

MISCELLANEOUS

The Sponsor

Unison Investment Trusts L.P., d/b/a Unison Investment Trusts Ltd., a
Missouri limited partnership formed on March 24, 1987 ("Unison"), is the
Sponsor of the Trusts. The Jones Financial Companies, A Limited Partnership, a
Missouri limited partnership ("JFC"), which directly or indirectly owns Edward
D. Jones & Co., a Missouri limited partnership ("EDJ"), is the limited partner
in Unison, and Unison Capital Corp., Inc. ("UCC"), a Missouri corporation, is
the general partner of Unison. UCC is a wholly-owned subsidiary of LHC, Inc.
("LHC"), which is a wholly-owned subsidiary of JFC. The principal offices of
Unison, JFC, EDJ, UCC and LHC are located at 201 Progress Parkway, Maryland
Heights, Missouri 63043. The Sponsor has also acted as the sponsor of Insured
Tax-Free Income Trust ("ITFIT"), a unit investment trust consisting of a
portfolio of state, municipal and public authority debt obligations. ITFIT was
established pursuant to a Standard Terms and Conditions of Trust, as amended
and restated, and related Trust Agreements by and among the Sponsor, United
States Trust Company of New York, as trustee, and Standard & Poor's
<PAGE> 49

Corporation, as evaluator. As sponsor of ITFIT, the Sponsor performs activities
that are substantially similar to those it performs for the Trusts. In
addition, the Sponsor has also acted as the sponsor of Central Equity Trust,
Utility Series ("CET Utility"), a unit investment trust consisting of a
portfolio of dividend-paying publicly traded common stocks issued by domestic
electric, gas, water and/or telephone utility companies. CET Utility was
established pursuant to a Standard Terms and Conditions of Trust, as amended
and restated, and related Trust Agreements by and between the Sponsor and
United States Trust Company as trustee. As sponsor of CET Utility, the Sponsor
performs activities that are substantially similar to those it performs for the
Trusts.

The Sponsor is liable for the performance of its obligations under the
Indenture and Agreement. If the Sponsor shall fail to perform any of its duties
under the Indenture and Agreement or become incapable of acting or become
bankrupt or its affairs are taken over by public authorities, then the Sponsor
shall be discharged. In such event, the Trustee shall: (i) appoint a successor
Sponsor or Sponsors or (ii) terminate the Indenture and Agreement and liquidate
a Trust in accordance with the provisions thereof. The Sponsor may also resign
if the Sponsor and Trustee together appoint a new Sponsor by written instrument
executed among the Sponsor, the Trustee and the new sponsor. The Indenture and
Agreement provide for the appointment of a new Sponsor with a net worth of at
least $1,000,000 to replace a resigning Sponsor prior to such resignation.
However, it is not an ongoing obligation of the Sponsor to maintain this level
of net worth. The Indenture and Agreement also provide that the Trustee shall
mail to each Unitholder notice of the discharge or resignation of the Sponsor
and of any appointment of a new Sponsor.

THE TRUSTEE

The Trustee is United States Trust Company of New York, with its principal
place of business at 114 West 47th Street, New York, New York 10036 and its
corporate trust office at 770 Broadway, New York, New York 10003. United States
Trust Company of New York, established in 1853, has, since its organization,
engaged primarily in the management of trust and agency accounts for
individuals and corporations. The Trustee is a member of the New York Clearing
House Association and is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.
The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trusts.

Under the Indenture and Agreement, the Trustee or any successor trustee may
resign and be discharged from the Trusts created by the Indenture and 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 of 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. In case the Trustee becomes incapable of acting, is
adjudged to be bankrupt or is taken over by public authorities or under certain
changes in control of the Trustee, the Sponsor may remove the Trustee and
appoint a successor trustee as provided in the Indenture and Agreement. 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
<PAGE> 50

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 corporation which is authorized to exercise trust powers, is
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.

The Evaluator

The Evaluator, Kenny S&P Evaluation Services, is a division of Kenny
Information Systems, Inc., with main offices located at 65 Broadway, New York,
New York 10006. Kenny Information Systems, Inc. is a wholly-owned subsidiary of
J.J. Kenny Co., Inc., which is a wholly-owned subsidiary of McGraw-Hill, Inc.
The duty of the Evaluator is to accurately determine the Market Value of the
Securities (1) at any time upon the request of the Trustee and/or Sponsor,
(2) during the initial offering period, (3) after the initial offering and
(4) at any time to determine Redemption Price.

Under the Indenture and Agreement, the Evaluator or any successor evaluator
may resign and be discharged from the Trusts created by the Indenture and
Agreement by executing an instrument in writing and filing the same with the
Sponsor and the Trustee. The Evaluator or successor evaluator must mail a copy
of the notice of resignation to the Sponsor and the Trustee, not less than 60
days before the date such notice of resignation is to take effect. The Sponsor
and the Trustee upon receiving notice of such resignation are obligated to
appoint a successor evaluator promptly. If, upon such resignation, no successor
evaluator has been appointed and has accepted the appointment within 30 days
after notification, the retiring Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor. Upon execution of a written
acceptance of such appointment by such successor evaluator, all the rights,
powers, duties and obligations of the original Evaluator shall vest in the
successor. The resignation or removal of an Evaluator becomes effective only
when the successor evaluator accepts its appointment as such or when a court of
competent jurisdiction appoints a successor evaluator.

Any corporation into which an Evaluator may be merged or with which it may
be consolidated, or any corporation resulting from any merger or consolidation
to which an Evaluator shall be a party, shall be the successor evaluator.

Legal Opinions

The legality of the Units offered hereby has been passed upon by Bryan
Cave, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis,
Missouri 63102-2750, which firm has also rendered an opinion regarding certain
tax law matters with respect to the Trusts. Bryan Cave acted as counsel to the
Sponsor and to the Underwriter with respect to the Trusts.

<PAGE> 51

Auditors

The statement of financial condition and schedule of Trust Securities
included in this Prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto in Part One of this Prospectus, and are included herein in reliance
upon the authority of said firm as experts in giving said reports.

<PAGE> 52

21ST CENTURY TRUST

Sponsor Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043

Trustee United States Trust Company of New York
770 Broadway
New York, New York 10003

Evaluator Kenny S&P Evaluation Services
65 Broadway
New York, New York 10006

Legal Counsel Bryan Cave
to Sponsor 211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

Independent Public Arthur Andersen LLP
Accountants 1010 Market Street
for the Trusts St. Louis, Missouri 63101

This Prospectus does not contain all the information set forth in the
registration statements and exhibits relating thereto, filed with the
Securities and Exchange Commission, Washington, D.C., under the Securities Act
of 1933, as amended, and the Investment Company Act of 1940, as amended, and to
which reference is hereby made.

21ST CENTURY TRUST
SERIES
------------------
PROSPECTUS
PART TWO
------------------

Updated as of October 5, 1994

<PAGE> 53

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that section.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The prospectus consisting of 42 pages.

The undertaking to file reports.

The signature.

The following exhibits:

13. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered.

14. Consent of Arthur Andersen LLP

15. Consent and Ranking letter of Kenny S&P Evaluation Services.

16. Written representation of counsel pursuant to the requirements
of rule 485.

27. Financial Data Schedule (submitted for the information of the
Securities and Exchange Commission).

<PAGE> 54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Registration Statement to be signed on its behalf by
the undersigned thereunto duly authorized, in the City of Maryland Heights, and
State of Missouri, on the 5th day of October, 1994.

21ST CENTURY TRUST

By: UNISON INVESTMENT TRUSTS LTD.,
Depositor

By: Unison Capital Corp., Inc.,
General Partner

By: /S/ STEVEN NOVIK
Its: President

<PAGE> 55

EXHIBIT INDEX
TO
FORM S-6
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

EXHIBIT NO. TITLE OF DOCUMENT
- ----------- --------------------------------------------------------------

13. Opinion of counsel as to the Federal and New York income tax
status of the securities being registered

14. Consent of Arthur Andersen LLP

15. Consent and Ranking Letter of Kenny S&P Evaluation Services

16. Written representation of counsel pursuant to the requirements
of Rule 485

27. Financial Data Schedule (submitted for the information of the
Securities and Exchange Commission)

<PAGE> 1

BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

Washington, D.C. Irvine, California
Los Angeles, California Santa Monica, California
New York, New York Overland Park, Kansas
Phoenix, Arizona London, England
Kansas City, Missouri Riyadh, Saudi Arabia
Frankfurt Am Main, Germany

October 5, 1994

Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, Missouri 63043

Edward D. Jones & Co.
201 Progress Parkway
Maryland Heights, Missouri 63043

United States Trust Company of New York
770 Broadway, 6th Floor
New York, New York 10003

Gentlemen:

This letter is issued in connection with the filing of the
Post-Effective Amendment No. 2 to Form S-6 of the Registration Statement for
21st Century Trust, Series 5 and 6 and Post-Effective Amendment No. 1 to Form
S-6 of the Registration Statement for 21st Century Trust, Series 8 and their
Prospectuses dated October 5, 1994.

As counsel for the Sponsor of the 21st Century Trust,
Series 5, 6 and 8 (the "Trusts"), we have examined: (i) the Trust Agreements
dated June 18, 1992, August 28, 1992 and June 17, 1993, respectively, between
Unison Investment Trusts Ltd. (the "Sponsor"), United States Trust Company of
New York (the "Trustee") and Kenny S&P Evaluation Services (the "Evaluator");
and (ii) the Standard Terms and Conditions of Trust dated November 21, 1991,
between the Sponsor, the Trustee and the Evaluator with respect to Series 5, 6
and 8. These documents established the Trusts and created units of beneficial
ownership (the "Units") in the respective Trusts. The Sponsor deposited
certain United States Government obligations which accrue but do not pay income
currently, are sold at a discount, and represent an obligation to pay a fixed
amount at a future date (the "Zero Coupon Obligations") and certain publicly
traded common stocks (the "Equity Securities") or contracts for the purchase of
such Equity Securities into the respective Trusts. The Zero Coupon Obligations
and the Equity Securities purchased pursuant to the contracts for securities
deposited into the respective Trusts are referred to as the "Securities". In
exchange therefor, the Sponsor received all of the Units of each of the Trusts
which it offered for sale to the public.

Based upon the foregoing and upon an examination of such other
documents and an investigation of such matters of law as we have deemed
<PAGE> 2

necessary, and subject to the limitations and assumptions contained herein and
in the section of the Prospectus entitled "Federal Taxation", it is our opinion
that:

(1) Such discussion of tax consequences in the Prospectus
is an accurate description of certain federal income
tax aspects of an investment in a Unit.

(2) Each Trust is not an association taxable as a
corporation for federal income tax purposes.

(3) Each Unitholder of a Trust shall be considered the
owner of a pro rata portion of each of such Trust's
assets for federal income tax purposes under Subpart
E, Subchapter J of Chapter 1 of the Internal Revenue
Code of 1986, as amended (the "Code"). Each
Unitholder of a Trust will be considered to have
received its pro rata share of income, deductions and
credits derived from the operation of such Trust.

(4) Each Unitholder of a Trust will have a taxable event
when such Trust disposes of a Security in a taxable
transaction (whether by sale, liquidation, redemption
or otherwise) or when the Unitholder redeems or sells
its Units in a taxable transaction. The cost of the
Units to a Unitholder on the date such Units are
purchased is allocated among the Securities held by
such Trust (in accordance with the proportion of the
fair market values of such Securities) in order to
determine the Unitholder's tax basis in the
Unitholder's pro rata portion of each Security, and
such tax basis will be subject to certain adjustments
discussed in the section of the Prospectus entitled
"Federal Taxation".

We are also of the opinion, based upon the facts recited above
and our review of relevant documents, that under applicable provisions of
New York State and New York City tax law:

(1) Each Trust is not an association taxable as a
corporation.

(2) Income of a Trust will be treated as income of the
Unitholders of such Trust.

Our opinions are based on the Code, rules and regulations
promulgated thereunder, and interpretations thereof existing on this date, and
New York State and New York City tax law existing on this date, all of which
are subject to change at any time. Our opinions represent judgments concerning
complex and uncertain issues, and are not binding upon the Internal Revenue
Service or any other taxing authority. No assurance can be given that the tax
treatment described in the Prospectus (including the status of each Trust) will
not be challenged by the Internal Revenue Service or any other taxing
authority, or that any such challenge would not be successful.

We hereby consent to the filing of this opinion as an exhibit
to Post-Effective Amendment No. 2 to Form S-6 of the Registration Statement for

<PAGE> 3

21st Century Trust, Series 5 and 6 and Post-Effective Amendment No. 1 to From
S-6 of the Registration Statement for 21st Century Trust, Series 8 and to the
use of our name and to the reference to our firm in said Amendment to the
Registration Statement and in the Prospectus.

Very truly yours,

/S/ BRYAN CAVE
BRYAN CAVE

<PAGE> 1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports,
and to all references to our Firm, included in or made a part of this
prospectus for 21st Century Trust, Series 8.

/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri
October 5, 1994

<PAGE> 1

KENNY S&P EVALUATION SERVICES
A Division of Kenny Information Systems, Inc.
65 Broadway
New York, New York 10006-2511
Telephone 212/770-4000

October 5, 1994

Unison Investment Trusts Ltd.
201 Progress Parkway
Maryland Heights, MO 63043

Re: Post-Effective Amendment No. 2 for 21st Century Trust, Series 8

Gentlemen:

We have examined the post-effective Amendment to the
Registration Statement File No. 33-60698 for the above-captioned trust. We
hereby acknowledge that Kenny S&P Evaluation Services, a division of Kenny
Information Systems, Inc. is currently acting as the evaluator for the trust.
We hereby consent to the use in the Amendment of the reference to Kenny S&P
Evaluation Services, a division of Kenny Information Systems, Inc. as
evaluator.

You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.

Sincerely,

/s/ John R. Fitzgerald

JOHN R. FITZGERALD
Vice President
JRF/cns

Mc
Graw
Hill

<PAGE> 1

BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

October 5, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: 21st Century Equity Trust, Series 8, Registration No.
33-60698

Gentlemen and Ladies:

We have served as counsel for Unison Investment Trusts Ltd.,
Sponsor of 21st Century Trust, Series 8, in connection with the preparation and
review of this Post-Effective Amendment to the Registration Statement on Form
S-6 (the "Registration Statement") relating to Series 8.

Based on the foregoing, we represent that this Registration
Statement does not contain disclosures which would render it ineligible to
become effective pursuant to the provisions of paragraph (b) of Rule 485 under
the Securities Act of 1933, as amended.

We hereby consent to the filing of this representation as an
exhibit to this Post-Effective Amendment to the Registration Statement.

Very truly yours,

/S/ BRYAN CAVE

BRYAN CAVE

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR 21ST CENTURY TRUST, SERIES 8 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000899875
<NAME> 21ST CENTURY TRUST
<SERIES>
<NUMBER> 8
<NAME> SERIES

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-START> JUN-17-1993
<PERIOD-END> JUN-30-1994
<INVESTMENTS-AT-COST> 9,378,832
<INVESTMENTS-AT-VALUE> 8,880,158
<RECEIVABLES> 8,937
<ASSETS-OTHER> 52,233
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 8,941,328
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 7,105
<TOTAL-LIABILITIES> 7,105
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 471,510
<SHARES-COMMON-PRIOR> 471,510
<ACCUMULATED-NII-CURRENT> 54,065
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (498,674)
<NET-ASSETS> 8,934,223
<DIVIDEND-INCOME> 101,821
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 13,336
<NET-INVESTMENT-INCOME> 88,485
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> (498,674)
<NET-CHANGE-FROM-OPS> (410,189)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 34,420
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (444,609)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>