EQUITY INC FD CONCEPT SER REAL ESTATE INC FD DEF ASSET FDS, 497, 1994-06-15

EQUITY INC FD CONCEPT SER REAL ESTATE INC FD DEF ASSET FDS
497, 1994-06-15

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1994

REGISTRATION NO. 33-51869

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------

AMENDMENT NO. 2
TO
FORM S-6
------------------------------------------

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

A. EXACT NAME OF TRUST:
EQUITY INCOME FUND, CONCEPT SERIES
REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS
(FORMERLY EQUITY INCOME FUND--CONCEPT SERIES-16 DEFINED ASSET FUNDS)

B. NAMES OF DEPOSITORS:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
UNIT INVESTMENT TRUSTS
POST OFFICE BOX 9051
PRINCETON, N.J.
08543-9051 SMITH BARNEY INC.
TWO WORLD TRADE CENTER
101ST FLOOR
NEW YORK, N.Y. 10048

PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.PAINEWEBBER INCORPORATED
INCORPORATED TWO WORLD TRADE 1285 AVENUE OF THE
ONE SEAPORT PLAZA CENTER--59TH FLOOR AMERICAS
199 WATER STREET NEW YORK, N.Y. 10048 NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10292

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. THOMAS D. HARMAN, ESQ. ROBERT E. HOLLEY
P.O. BOX 9051 388 GREENWICH STREET 1285 AVENUE OF THE
PRINCETON, N.J. NEW YORK, N.Y. 10013 AMERICAS
08543-9051 NEW YORK, N.Y. 10019
COPIES TO:
LEE B. SPENCER, JR. PHILIP BECKER PIERRE DE SAINT PHALLE,
ONE SEAPORT PLAZA 130 LIBERTY STREET--29TH ESQ.
199 WATER STREET FLOOR 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10017

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.

F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:

Indefinite

G. AMOUNT OF FILING FEE:

$500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:

As soon as practicable after the acquisition and deposit of the underlying
securities.

THE REGISTRANT HEREBY STATES THAT THIS REGISTRATION STATEMENT SHALL HEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933
OR ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.

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<PAGE>

Def ined

Asset FundsSM

EQUITY This Defined Fund is formed to obtain total return
INCOME FUND through a combination of high current income and
- ------------------------------capital appreciation over the intermediate term by
CONCEPT SERIES investing for approximately four years in a
REAL ESTATE INCOME FUND diversified portfolio of publicly traded equity
A UNIT INVESTMENT TRUST real estate investment trusts ('REITs').
/ / PROFESSIONAL SELECTION The value of Units in the Fund will fluctuate with
/ / MONTHLY INCOME the value of the Portfolio of underlying
/ / CAPITAL APPRECIATION Securities and no assurance can be given that the
Units will appreciate in value.
Minimum purchase: $1,000.
Minimum purchase for Individual Retirement/Keogh
Accounts: $250.
Purchases under the Reinvestment Plan are not
restricted.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
SPONSORS: COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Merrill Lynch, OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
Pierce, Fenner & Smith Inc. CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-323-1508.
Prudential Securities Prospectus dated June 15, 1994.
Incorporated READ AND RETAIN THIS PROSPECTUS FOR FUTURE
Dean Witter Reynolds Inc. REFERENCE.

<PAGE>
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DEFINED ASSET FUNDSSM is America's oldest and largest family of unit investment
trusts, with over $90 billion sponsored since 1970. Each Defined Fund is a
defined portfolio of preselected securities divided into 'units' representing
equal shares of the underlying assets. Each unit receives an equal share of
income and principal distributions.

With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.

Your financial professional can help you select a Defined Fund to meet your
personal investment objectives. Our size and market presence enable us to offer
a wide variety of investments. Defined Funds are available in the following
types of securities: municipal bonds, corporate bonds, government bonds, utility
stocks, growth stocks, real estate investment trusts, even international
securities denominated in foreign currencies.

The terms of Defined Funds are as short as one year or as long as 30 years.
Special funds are available for investors seeking extra features: insured funds,
double and triple tax-free funds, and funds with 'laddered maturities' to help
protect against rising interest rates. Defined Funds are offered by prospectus
only.

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CONTENTS

Investment Summary.......................................... A-3
Fee Table................................................... A-4
Underwriting Account........................................ A-7
Report of Independent Accountants........................... A-8
Statement of Condition...................................... A-9
Portfolio................................................... A-10
Fund Structure.............................................. 1
Risk Factors................................................ 1
Description of the Fund..................................... 4
Taxes....................................................... 6
Public Sale of Units........................................ 9
Market for Units............................................ 10
Redemption.................................................. 11
Termination................................................. 12
Expenses and Charges........................................ 13
Administration of the Fund.................................. 14
Resignation, Removal and Limitations on Liability........... 17
Miscellaneous............................................... 17
Exchange Option............................................. 20

A-2

<PAGE>

INVESTMENT SUMMARY AS OF JUNE 14, 1994 (THE BUSINESS DAY PRIOR TO THE INITIAL
DATE OF DEPOSIT)(a)

INITIAL NUMBER OF UNITS(b) -- 385,192
FRACTIONAL UNDIVIDED INTEREST IN FUND
REPRESENTED BY EACH UNIT-- 1/385,192ND
PUBLIC OFFERING PRICE PER 1,000 UNITS
Aggregate value of Securities in
Fund.............................. $ 374,600.00
------------------
Divided by Number of Units (times
1,000)............................ $ 972.50
Plus initial sales charge of 2.75% of
Public Offering Price (2.828% of
net amount invested in
Securities)(c).................... 27.50
Plus the amount per 1,000 Units in
the Income and Capital
Accounts (see Administration of
the Fund--Accounts and
Distributions).................... 0.00
------------------
Public Offering Price per 1,000
Units............................. $ 1,000.00
------------------
------------------
SPONSORS' REPURCHASE PRICE PER 1,000
UNITS AND REDEMPTION PRICE PER
1,000 UNITS
(based on net asset value of the
Fund)(d).......................... $ 972.50
LIQUIDATION PERIOD
Beginning on June 15, 1998 until no
later than the Mandatory
Termination Date (the 'Liquidation
Period').

MONTHLY INCOME DISTRIBUTIONS
Distributions of income, if any, will be paid on the
25th day of each month commencing on the 25th
day of August 1994 to Holders of record on the 10th
day of each month. In order to meet certain tax
requirements, the Fund may make a special
distribution of income including capital gains to
Holders of record as of a date in December.
CAPITAL DISTRIBUTIONS
No distribution (other than distributions of capital
gains) need be made from Capital Account if the
balance is less than $5.00 per 1,000 Units (see
Administration of the Fund--Accounts and
Distributions).
EVALUATION TIME
4:00 P.M., New York Time
SPONSORS' PROFIT OR (LOSS) ON DEPOSIT-- (880.00)
TRUSTEE'S ANNUAL FEE AND EXPENSES(e)
$1.63 per 1,000 Units
ANNUAL PORTFOLIO SUPERVISION FEE(f)
Maximum of $.35 per 1,000 Units
REIT CONSULTANT'S ANNUAL FEE
$1.50 per 1,000 Units (see Expenses and Charges)
MINIMUM VALUE OF FUND
Trust Indenture may be terminated if value of Fund
is less than 40% of the value of the Securities when
deposited in the Portfolio.
MANDATORY TERMINATION DATE
August 14, 1998.
DEFERRED CHARGE AND CONSULTANT'S FEE PAYMENT DATES
The 10th day of February, May, August and
November, commencing August 10, 1994.

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(a) The Indenture was signed and the initial deposit was made on the date
of this Prospectus.

(b) The Sponsors may create additional Units during the life of the Fund.

(c) The sales charge consists of (i) an initial sales charge at the rate of
2.75% of the Public Offering Price (2.828% of the net amount invested
in the Securities) payable on the date of the purchase of Units and
(ii) deferred sales charges in the amount of $1.625 per 1,000 Units
payable by the Fund on behalf of the Holders out of net asset value of
the Fund on each quarterly Deferred Charge Payment Date ($6.50 per
year) until the Fund terminates. The maximum aggregate sales charge for
a Holder holding Units over the entire expected life of the Fund will
equal approximately 5.35% of the Public Offering Price (5.501% of the net
amount invested). If a Holder sells or redeems Units before a Deferred
Charge Payment Date, all future deductions of deferred sales charges
with respect to such Units will be waived; this will have the effect of
reducing the rate of sales charges for that Holder. The initial portion
of the sales charge will be reduced on a graduated basis for quantity
purchases. (See Public Sale of Units--Public Offering Price.)

(d) Equal to aggregate value of Securities in Fund plus net balance in the
Capital Account.

(e) Assumes the Fund will reach a size estimated by the Sponsors; expenses
will vary with the size of the Fund. The Trustee receives annually for
its services as Trustee $0.84 per 1,000 Units (computed monthly based
on the largest number of Units outstanding during the month), subject
to reduction as the size of the Fund increases. (See Expenses and
Charges.)

(f) In addition to this amount, the Sponsors may be reimbursed for
bookkeeping or other administrative expenses not exceeding their actual
costs, currently at a maximum annual rate of $.10 per 1,000 Units. (See
Expenses and Charges.)

A-3

<PAGE>

INVESTMENT SUMMARY AS OF JUNE 14, 1994 (CONTINUED)

FEE TABLE

THIS FEE TABLE IS INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE COSTS
AND EXPENSES THAT AN INVESTOR IN THE FUND WILL BEAR DIRECTLY OR INDIRECTLY. SEE
PUBLIC SALE OF UNITS AND EXPENSES AND CHARGES. ALTHOUGH THE FUND IS A UNIT
INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED TO
PERMIT A COMPARISON OF FEES.

<TABLE>
<S> <C>
UNITHOLDER TRANSACTION EXPENSES
Maximum Initial Sales Charge Imposed on Purchases (as a percentage of Public Offering Price).............. 2.75%
Maximum Deferred Sales Charge (as a
percentage of original purchase price)................................................................. 2.60%
---------
5.35%
---------
---------
Maximum Sales Charge Imposed on Reinvested Dividends...................................................... 2.60%
---------
---------
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee............................................................................................. .085%
Portfolio Supervision, Bookkeeping and Administrative Fees................................................ .035%
Other Operating Expenses.................................................................................. .044%
---------
Total.................................................................................................. .164%
---------
---------

UNITHOLDER TRANSACTION EXPENSES
AMOUNT PER
1,000 UNITS
--------------
Maximum Initial Sales Charge Imposed on Purchases (as a percentage of Public Offering Price).............. $ 27.50
Maximum Deferred Sales Charge (as a
percentage of original purchase price)................................................................. $ 26.00*
--------------
$ 53.50
--------------
--------------
Maximum Sales Charge Imposed on Reinvested Dividends...................................................... $ 26.00*
--------------
--------------
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Trustee's Fee............................................................................................. $ 0.84
Portfolio Supervision, Bookkeeping and Administrative Fees................................................ $ 0.35
Other Operating Expenses.................................................................................. $ 0.44
--------------
Total.................................................................................................. 1.63
--------------
--------------
</TABLE>

EXAMPLE

CUMULATIVE EXPENSES PAID FOR PERIOD
OF:
-------------------------------------
1 YEAR 3 YEARS 5 YEARS
----------- ----------- -----------
<S> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming the
Fund's estimated operating expense ratio of .164% and a 5% annual return on the
investment throughout the periods............................................... $ 36.00 $ 62.00 $ 81.00

10 YEARS
-----------
An investor would pay the following expenses on a $1,000 investment, assuming the
Fund's estimated operating expense ratio of .164% and a 5% annual return on the
investment throughout the periods............................................... $ 136.00

</TABLE>

The Example assumes reinvestment of all dividends and distributions and utilizes
a 5% annual rate of return as mandated by Securities and Exchange Commission
regulations applicable to mutual funds. For purposes of the Example, the
Deferred Sales Change imposed on reinvestment of dividends is not reflected
until the year following payment of the dividend; the accumulative expenses
would be higher if sales charges on reinvested dividends were reflected in the
year of reinvestment. The Example should not be considered a representation of
past or future expenses or annual rate of return; the actual expenses and annual
rate of return may be more or less than those assumed for purposes of the
Example.

* The actual fee is $1.625 per 1,000 Units per quarter, irrespective of the
purchase price. If a Holder sells Units before a Deferred Charge Deduction Date,
no additional deductions are made. Thus the Deferred Sales Charge varies with
the length of time Units are held. Also, if Unit price exceeds $1 per Unit or
Units are purchased after the initial Deferred Charge Deduction Date, the
Deferred Sales Charges would be less than 2.60%; if Unit price is less than $1
per Unit, the Deferred Sales Charge may exceed 2.60%.

A-4

<PAGE>

INVESTMENT SUMMARY AS OF JUNE 14, 1994 (CONTINUED)
OBJECTIVES OF THE FUND--The Fund seeks a high level of current dividend
income and long term capital appreciation through investment in a fixed
portfolio of publicly traded real estate investment trusts ('REITs'). There can
be no assurance that the Fund will achieve its objectives. The REITs in the
portfolio were selected for their current dividend yields and potential for
capital appreciation among REITs that are expected to continue to make dividend
payments. Selection criteria include extensive analysis of historical financial
data, operating cash flow, management expertise, and performance.

PORTFOLIO AT A GLANCE--
DIVERSIFICATION--The Portfolio contains 44 different publicly traded REITs
representing the following real estate sectors: shopping centers (57% of the
aggregate value of the Portfolio), apartments (29% of the aggregate value of the
Portfolio), office/industrial (7% of the aggregate value of the Portfolio),
health care (5% of the aggregate value of the Portfolio), diversified (2% of the
aggregate value of the Portfolio).

FUND PORTFOLIO--100% of the Portfolio consists of equity REITs. The Fund is
considered to be 'concentrated' in stocks in the real estate industry and in
REITs and is subject to certain risks similar to those associated with ownership
of real estate generally.* For a brief summary of some of the risks associated
with REITs, see Risk Factors--Real Estate Investments Trusts.

REIT CONSULTANT'S ANNUAL FEE--Cohen & Steers Capital Management, Inc.
('Cohen & Steers' or the 'REIT Consultant'), which is unaffiliated with any of
the Sponsors, will provide ongoing research to Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as agent for the Sponsors ('Agent for the Sponsors') for
which it will be compensated by the Fund as set forth under Investment Summary.
The total annual fees are greater for this Fund than for other Equity Income
Fund, Concept Series because those other funds do not generally pay consultants
for ongoing research. The Sponsors believe that the research arrangement is
desirable in the present circumstances due to the complexity of the REIT
industry and Cohen & Steers' expertise in providing equity research on
individual REITs and the REIT industry in general. (See Administration of the
Fund--Portfolio Supervision.)

RISK FACTORS--The Securities in the Portfolio have been chosen for current
income and their potential to appreciate in value within approximately four
years. Of course, there can never be a guarantee that the stocks in the
Portfolio will appreciate in value or that dividends will be paid by the REITs
in the Fund. Investment in the Fund should be made with an understanding that
the value of the underlying Portfolio may fluctuate in accordance with changes
in the financial condition of the issuers of the Securities in the Portfolio,
conditions in the real estate industry, the value of stocks generally and of
REITs in particular, the impact of the Sponsors' buying Securities (especially
during the primary offering period of Units of the Fund) and other factors.
REITs may be susceptible to general stock market and interest rate fluctuations
and to volatile increases and decreases of value as market confidence in and
perceptions of the issuers change. Any distributions of income will generally
depend upon the declaration of dividends by the issuers of the Securities in the
Portfolio and the declaration of any dividends depends upon several factors
including the financial condition of the issuers and general economic
conditions. In addition, the common stocks of certain of these issuers may be
relatively illiquid and, therefore, the Sponsors' purchases may tend to raise
their market prices and sales may tend to decrease their prices. Certain of the
issuers of the Securities in the Portfolio may be thinly capitalized or have a
limited operating history and, consequently, may be more susceptible to stock
market and real estate fluctuations than companies with greater capitalization
or more established companies. (See Risk Factors).

Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Fund may be restricted under
the Investment Company Act of 1940 from selling Securities to any Sponsor. The
price at which the Securities may be sold to meet redemptions and the value of
the Fund will be adversely affected if trading markets for the Securities are
limited or absent.

Unlike a mutual fund, the Portfolio is not actively managed and the Sponsors
receive no management fee. Therefore, the adverse-financial condition of an
issuer will not necessarily require the sale of Securities from the Portfolio or
mean that the Sponsors will not continue to purchase the Security in order to
create additional Units. Although the Portfolio is regularly reviewed and
evaluated and the Sponsors may instruct the Trustee to sell Securities under
certain limited circumstances (see Administration of the Fund--Portfolio
Supervision) Securities will not be sold by the Fund to take advantage of market
fluctuations or changes in anticipated rates of appreciation. Investors should
note in particular that the Securities were selected on the basis of the
criteria set forth above under Objectives of the Fund and that this selection
may have been made without regard for any buy, sell or hold recommendation by
any of the Sponsors. The Fund may continue to purchase or hold Securities
originally selected through this process even though the yields on the
Securities may have changed. In the event a public tender offer is made for a
Security or a merger or acquisition is announced affecting a Security, the Agent
for the Sponsors may instruct the Trustee to tender or sell the Security on the
open market when, in its opinion, it is in the best interest of the holders of
the Units to do so. If Securities are sold from the Fund, the proceeds may be
reinvested in replacement Securities. (See Administration of the Fund--Portfolio
Supervision).

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

* A Fund is considered to be 'concentrated' in a particular category when
the Securities in that category constitute 25% or more of the aggregate value of
the Portfolio (see Risk Factors--Real Estate Investment Trusts).

A-5
<PAGE>

INVESTMENT SUMMARY AS OF JUNE 14, 1994 (CONTINUED)
Subsequent to the Initial Date of Deposit, the Sponsors may deposit either
additional Securities, contracts to purchase additional Securities or cash (or a
bank letter or letters of credit in lieu of cash) with instructions to purchase
additional Securities (where additional Units are to be offered to the public or
to Holders pursuant to the Reinvestment Plan), in each instance maintaining, as
closely as practicable, the original proportionate relationship, subject to
adjustment under certain circumstances, among the number of shares of each
Security in the Fund. If cash (or a letter of credit in lieu of cash) is
deposited with instructions to purchase Securities, to the extent the price of a
Security increases or decreases between the time of deposit and the time any
Security is purchased, Units will represent less or more of that Security and
more or less of the other Securities in the Fund. Price fluctuations during the
period from the time of deposit of cash (or a bank letter of credit in lieu of
cash) to the time the Securities are purchased will affect the value of every
Holder's Units and the income per Unit received by the Fund. In order to
minimize these effects, the Fund will try to purchase Securities as near as
possible to the Evaluation Time or at prices as close as possible to the prices
used to evaluate the Fund at the Evaluation Time. In addition, brokerage fees
incurred in purchasing Securities with cash deposited with instructions to
purchase the Securities will be an expense of the Fund. Thus, price fluctuations
during this period and payment of any brokerage fees by the Fund will affect the
value of every Holder's Units and the income per Unit received by the Fund. In
particular, Holders who purchase Units during the primary offering period of the
Units would experience a dilution of their investment as a result of any
brokerage fees paid by the Fund during subsequent deposits of additional
Securities purchased with cash deposited with instructions to purchase
Securities. (See Fund Structure; Administration of the Fund--Portfolio
Supervision.)

Investors should also be aware that because Securities are sold to pay the
obligations due on the Deferred Charge Payment Dates, they may realize gains or
losses on those sales due to changes in Securities prices between the date on
which the Units are purchased and the Deferred Charge Payment Dates. In
addition, Units purchased shortly before a Deferred Charge Payment Date would
nevertheless incur the full sales charge for that period.
In addition, investors should be aware that the Fund may not be able to buy
each Security at the same time because of availability of the Security, any
restrictions applicable to the Fund relating to the purchase of the Security by
reason of the federal securities laws or otherwise. Any monies allocated to the
purchase of a Security will generally be held for the purchase of the Security.
At any time after the date of this prospectus, new litigation, legislation,
regulation or deregulation may be initiated, proposed or enacted which may have
a material adverse effect on the Fund or impair the ability of the issuers of
the Securities to achieve their business goals (for a fuller discussion, see
Risk Factors--Litigation and Legislation).
DISTRIBUTIONS--Monthly distributions of dividends, if any, will be made in
cash on the dates set forth under Investment Summary on page A-3 to Holders of
record on the record days set forth on page A-3 (see Administration of the
Fund--Accounts and Distributions). Any capital gain net income (i.e., the excess
of capital gains over capital losses) recognized by the Fund in any taxable year
will generally be distributed after the end of the year. In order to meet
certain tax requirements the Fund may make a special distribution of income,
including capital gains, to Holders of record as of a date in December. (See
Taxes.) Holders may elect to have distributions reinvested in additional whole
or fractional Units of the Fund at no initial sales charge (see Administration
of the Fund--Reinvestment Plan). However, whether or not a distribution is
received in cash, the distribution will be taxable to the Holder. The Fund
intends to report to each Holder in mid-January the amount of Distributions to
that Holder. However, investors should be aware that the Fund does not expect to
receive information from the REITs as to the tax status of those Distributions
until February, at which time it will report that information to Holders.
TAXATION--Distributions which are taxable as ordinary income to Holders will
constitute dividends for Federal income tax purposes but will not be eligible
for the dividends-received deduction for corporations. Foreign holders should be
aware that distributions from the Fund should generally be subject to
information reporting and withholding taxes. Foreign Holders will not be subject
to withholding tax under the Foreign Investors in Real Property Act ('FIRPTA')
with respect to gain arising from the sale or redemption of units. (See Taxes.)
REDEMPTION IN KIND--Upon redemption of Units prior to the Mandatory
Termination Date, a Holder generally may choose to receive cash or, if he would
be entitled to receive at least 100 shares of each underlying Security and he
has tendered for redemption prior to the date specified under Liquidation Period
on page A-3, his share of the Securities (see Redemption). However, a Holder
will recognize a taxable gain or loss if the Holder sells or redeems his Units
even if he redeems his Units in kind. (See Taxes.)
PUBLIC OFFERING PRICE--The Public Offering Price per 1,000 Units is equal to
the aggregate value of the underlying Securities (the price at which they could
be directly purchased by the public assuming they were available) divided by the
number of Units outstanding times 1,000, plus 2.75% (the initial portion of the
sales charge). Units are offered at the Public Offering Price plus a
proportionate share of the amount in the Income Account and the Capital Account
(described under Administration of the Fund--Accounts and Distribution), to the
extent not allocated to the purchase of specific Securities, on the date of
delivery of the Units to the purchaser computed as of the Evaluation Time for
all sales subsequent to the previous evaluation.
The sales charge consists of an initial portion and a deferred portion, the
total of which may equal a maximum of approximately 5.35% of the Public Offering
Price or 5.501% of the initial net asset value per 1,000 Units. The initial
portion of the sales charge is 2.75% of the Public Offering Price* (2.828% of
the net amount invested in the Securities), and the deferred portion of the
sales charge is $1.625 per 1,000 Units payable on each quarterly Deferred Charge
Payment Date ($6.50 per year) until the Fund terminates. If a Holder sells or
redeems Units before a Deferred Charge Payment Date, no future deferred sales
charges will be collected from that Holder; this will have the effect of
reducing the rate of sales charge to that Holder.

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

- ---------------
* The initial portion of the sales charge will be reduced on a graduated
scale in the case of quantity purchases of $250,000 or more (see Public Sale of
Units--Public Offering Price). There is no initial sales charge for purchases
pursuant to the Reinvestment Plan (see Administration of the Fund--Reinvestment
Plan).

A-6
<PAGE>
AUTHORIZATION FOR REINVESTMENT
EQUITY INCOME FUND CONCEPT SERIES
REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS
/ / Yes I want to participate in the Fund's Reinvestment Plan and
purchase additional Units or fractions of additional Units of the
Fund.
I hereby acknowledge receipt of the Prospectus for Equity Income Fund
Concept Series, Real Estate Income Fund, Defined Asset Funds and
authorize The Chase Manhattan Bank, N.A. to pay distributions on my
Units as indicated below (distributions to be reinvested will be paid
for my account to The Chase Manhattan Bank, N.A.).

/ / I want to reinvest all distributions of Income and Principal (including
capital gains) in additional Units of the Fund.

Please print or type Name Registered Holder
Address
Registered Holder
City State Zip (Two signatures required if joint tenancy)

Unless you complete and return this form, all distributions to you
from the Real Estate Income Fund will be paid in cash.
This page is a self-mailer. Please complete the information above, cut
along the dotted line, fold along the lines on the reverse side, tape,
and mail with the Trustee's address displayed on the outside.
<PAGE>

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 644 NEW YORK, NY NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY IN THE
DEFINED ASSET FUNDS--EQUITY INCOME FUND UNITED STATES
CONCEPT SERIES
REAL ESTATE INCOME FUND
THE CHASE MANHATTAN BANK, N.A.
UNIT TRUST DEPARTMENT
BOX 2051
NEW YORK, NY 10081

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(Fold along this line.)

- ------------------------------------------------------------------------------
(Fold along this line.)
<PAGE>

INVESTMENT SUMMARY AS OF JUNE 14 ,1994 (CONTINUED)

TERMINATION--On the date specified under Liquidation Period on page A-3,
Securities may begin to be sold in connection with the termination of the Fund
and it is expected that all Securities will be sold by the Mandatory Termination
Date. The Agent for the Sponsors, will determine the manner, timing and
execution of the sales of the underlying Securities. At this time the Sponsors
may offer to Holders the option of having their Units redeemed in kind and the
proceeds of this redemption invested in units of a new series of the Fund, if
one is offered, at a reduced sales charge. The Sponsors are under no obligation
to create a new Series of the Fund, however, or to offer Holders this kind of
redemption and reinvestment option.
The Agent for the Sponsors will attempt to sell the securities as quickly as
it can during the Liquidation Period without in its judgment materially
adversely affecting the market price of the Securities, but it is expected that
all of the Securities will in any event be disposed of by the end of the
Liquidation Period. It is expected that the period will not be longer than two
months, and it could be as short as one day, depending on the liquidity of the
Securities being sold. The liquidity of any Security depends on the daily
trading volume of the Security and the amount available for sale on any
particular day.
It is expected (but not required) that the following guidelines will
generally be followed in selling the Securities: highly liquid Securities will
generally be sold on the first day of the Liquidation Period; on each of the
first two days of the Liquidation Period, an amount of any underlying less
liquid Securities will generally be sold at a price no less than 1/2 point less
than the last closing sale price of those Securities. Thereafter, the price
limit will increase to one point less than the last closing sale price. After
four days, the Agent for the Sponsors intends to sell at least a fraction of the
remaining underlying Securities, the numerator of which is one and the
denominator of which is the total number of days remaining (including that day)
in the Liquidation Period without any price restrictions.
PURCHASE OF UNITS--Units can be purchased by contacting any of the Sponsors,
whose addresses are listed on the back cover of this Prospectus. The minimum
purchase is $1,000 of Units, except that Individual Retirement Accounts and
certain other tax deferred retirement plans may purchase as few as $250 of Units
(see Retirement Plans). There is no minimum purchase requirement for shares
purchased pursuant to the Reinvestment Plan (see Reinvestment Plan.)
MARKET FOR UNITS--Although not obligated to do so, the Sponsors intend to
maintain a market for Units based on the aggregate value of the underlying
Securities. If a market is not maintained, it is unlikely that a Holder would be
able to dispose of his Units other than through redemption (see Redemption).
UNDERWRITING--None of the Sponsors has participated as sole underwriter,
managing underwriter or member of an underwriting syndicate from which
Securities in the Portfolio were acquired.
REPLACEMENT SECURITIES--The Indenture permits the deposit of Replacement
Securities in the Fund under certain circumstances described under
Administration of the Fund--Portfolio Supervision. The Securities on the current
list from which Replacement Securities are to be selected are:

CenterPoint Properties Corporation
Regency Realty Corporation

UNDERWRITING ACCOUNT

The names and addresses of the Underwriters are:

<TABLE>
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated P.O. Box 9051, Princeton, N.J. 08543-9051
Smith Barney Inc. Two World Trade Center--101st Floor, New York, N.Y. 10048
PaineWebber Incorporated 1285 Avenue of the Americas, New York, N.Y. 10019
Prudential Securities Incorporated One Seaport Plaza--199 Water Street, New York, N.Y. 10292
Dean Witter Reynolds Inc. Two World Trade Center--59th Floor, New York, N.Y. 10048

</TABLE>

Each Underwriter's interest in the Underwriting Account will depend upon the
number of Units acquired through the issuance of additional Units.

A-7
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Equity Income Fund, Concept Series, Real
Estate Income Fund, Defined Asset Funds:

We have audited the accompanying statement of condition, including the
portfolio, of Equity Income Fund, Concept Series, Real Estate Income Fund,
Defined Asset Funds as of June 15, 1994. This financial statement is the
responsibility of the Trustee. Our responsibility is to express an opinion on
this financial statement 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. The deposit on June 15,
1994 of an irrevocable letter or letters of credit for the purchase of
securities, as described in the statement of condition, was confirmed to us by
The Chase Manhattan Bank, N.A., the Trustee. An audit also includes assessing
the accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Equity Income Fund, Concept
Series, Real Estate Income Fund, Defined Asset Funds at June 15, 1994 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE
New York, N.Y.
June 15, 1994

A-8
<PAGE>

EQUITY INCOME FUND CONCEPT SERIES
REAL ESTATE INCOME FUND, DEFINED ASSET FUNDS
STATEMENT OF CONDITION AS OF INITIAL DATE OF DEPOSIT, JUNE 15, 1994

<TABLE>
<S> <C>
TRUST PROPERTY
Investment in Securities:
Contracts to purchase underlying Securities(1)............................................... $ 374,600.00
--------------
--------------
INTEREST OF HOLDERS
385,192 Units of fractional undivided interest outstanding:
Cost to Holders(2)........................................................................... $ 385,192.00
Gross underwriting commissions(3)............................................................ (10,592.00)
--------------
Net amount applicable to Holders....................................................................... $ 374,600.00
--------------
--------------
</TABLE>

- ------------
(1) Aggregate cost to the Fund of the Securities listed under Portfolio is
determined by the Trustee on the basis set forth above under Public Sale of
Units--Public Offering Price. See also the column headed Cost of Securities
to Fund under Portfolio. In connection with contracts to purchase
Securities, an irrevocable letter or letters of credit in the amount of
$375,480.00 has been deposited with the Trustee for the purchase of
$374,600.00 aggregate value of Securities. The letter or letters of credit
has been issued by DG Bank, New York Branch.
(2) Aggregate public offering price computed on the basis of the value of the
underlying Securities as of the Evaluation Time on the Business Day prior to
the Initial Date of Deposit plus an initial sales charge at a rate of 2.75%
of the Public Offering Price (2.828% of the aggregate value of Securities).
In addition, Units are subject to deferred sales charges of $1.625 per 1,000
Units payable on each quarterly Deferred Charge Payment Date ($6.50 per
year). If a Holder sells or redeems Units before a Deferred Charge Payment
Date, all future deductions of deferred sales charges with respect to such
Holder will be waived.
(3) Assumes the initial sales charge at a rate of 2.75% of the Public Offering
Price (2.828% of the net amount invested in the Securities) computed on the
basis set forth under Public Sale of Units--Public Offering Price and
Underwriters' and Sponsors' Profits.

A-9
<PAGE>

NUMBER OF
PORTFOLIO NO. AND SHARES OF PERCENTAGE
NAME OF STOCK COMMON OF
ISSUER OF SECURITIES CONTRACTED FOR SYMBOL STOCK FUND(1)
------------------------------------------------------------------------------- --------- ----------- -----------
<S> <C> <C> <C>
1. Alexander Haagen Properties, Inc. ACH 500 2.47%
2. Associated Estates Realty Corporation AEC 200 1.25
3. Avalon Properties Inc. AVN 400 2.51
4. Bay Apartment Communities, Inc. BYA 400 2.36
5. Bradley Real Estate Trust BTR 400 0.96
6. Camden Property Trust CPT 200 1.41
7. Carr Realty Corporation CRE 400 2.44
8. CBL & Associates Properties, Inc. CBL 800 4.38
9. Chelsea GCA Realty, Inc. CCG 200 1.51
10. Colonial Properties Trust CLP 400 2.47
11. Columbus Realty Trust CLB 200 1.11
12. Cousins Properties, Inc. CUZ 200 0.91
13. DeBartolo Realty Corporation EJD 1700 6.92
14. Developers Diversified Realty Corporation DDR 200 1.70
15. Equity Residential Properties Trust EQR 200 1.82
16. Federal Realty Investment Trust FRT 400 2.74
17. Gables Residential Trust GBP 400 2.62
18. General Growth Properties GGP 800 4.48
19. Glimcher Realty Trust GRT 800 4.56
20. Health Care Property Investors, Inc. HCP 400 3.40
21. Horizon Outlet Centers HGI 200 1.48
22. Irvine Apartment Communities, Inc. IAC 900 4.75
23. JP Realty, Inc. JPR 400 2.39
24. Kimco Realty Corporation KIM 200 1.95
25. Kranzco Realty Trust KRT 400 2.34
26. The Macerich Company MAC 500 2.69
27. Merry Land & Investment Company, Inc. MRY 200 1.23
28. MGI Properties, Incorporated MGI 200 0.83
29. Nationwide Health Properties, Inc. NHP 200 2.12
30. Oasis Residential, Inc. OAS 200 1.31
</TABLE>

PRICE CURRENT COST OF CURRENT
PER SHARE DIVIDEND SECURITIES DIVIDEND
TO FUND PER SHARE(2) TO FUND(3) YIELD(4)
----------- ------------- -------------- -----------
1. $ 18.500 $ 1.44 $ 9,250.00 7.784%
2. 23.500 1.60 4,700.00 6.809
3. 23.500 1.44 9,400.00 6.128
4. 22.125 --(5) 8,850.00 --(5)
5. 9.000 0.64 3,600.00 7.111
6. 26.375 1.76 5,275.00 6.370
7. 22.875 1.75 9,150.00 7.650
8. 20.500 1.50 16,400.00 7.317
9. 28.250 1.84 5,650.00 6.513
10. 23.125 1.72 9,250.00 7.438
11. 20.750 --(5) 4,150.00 --(5)
12. 17.000 0.88 3,400.00 5.176
13. 15.250 --(5) 25,925.00 --(5)
14. 31.875 1.92 6,375.00 6.024
15. 34.000 1.98 6,800.00 5.824
16. 25.625 1.56 10,250.00 6.088
17. 24.500 --(5) 9,800.00 --(5)
18. 21.000 1.56 16,800.00 7.429
19. 21.375 --(5) 17,100.00 --(5)
20. 31.875 1.96 12,750.00 6.149
21. 27.750 1.67 5,550.00 6.018
22. 19.750 --(5) 17,775.00 --(5)
23. 22.375 1.62 8,950.00 7.240
24. 36.500 2.00 7,300.00 5.479
25. 21.875 1.92 8,750.00 8.777
26. 20.125 --(5) 10,062.50 --(5)
27. 23.125 1.20 4,625.00 5.189
28. 15.500 0.84 3,100.00 5.419
29. 39.625 2.60 7,925.00 6.562
30. 24.625 --(5) 4,925.00 --(5)

A-10
<PAGE>
PORTFOLIO OF EQUITY INCOME FUND CONCEPT SERIES,
REAL ESTATE INCOME FUND, DEFINED ASSET FUNDS
ON THE INITIAL DATE OF DEPOSIT, JUNE 15, 1994

PRICE CURRENT COST OF CURRENT
PER SHARE DIVIDEND SECURITIES DIVIDEND
TO FUND PER SHARE(2) TO FUND(3) YIELD(4)
----------- ------------- -------------- -----------
31. $ 32.250 $ 1.80 $ 6,450.00 5.581%
32. 19.500 1.00 3,900.00 5.128
33. 23.250 1.52 2,325.00 6.538
34. 27.875 1.90 5,575.00 6.816
35. 13.250 1.08 5,300.00 8.151
36. 22.125 1.60 13,275.00 7.232
37. 22.000 --(5) 4,400.00 --(5)
38. 31.875 1.84 3,187.50 5.773
39. 11.500 0.88 16,100.00 7.652
40. 37.000 2.00 7,400.00 5.405
41. 20.375 0.92 4,075.00 4.564
42. 37.500 2.28 15,000.00 6.080
43. 26.500 1.80 5,300.00 6.792
44. 14.125 1.12 8,475.00 7.929
--------------
$ 374,600.00
--------------
--------------

- ------------
NOTES
(1) Based on Cost of Securities to Fund.
(2) Based on latest quarterly or semi-annual declaration.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
Evaluation Time on the Business Day prior to the Initial Date of Deposit.
(4) Current Yield for each Security was calculated by annualizing the last
quarterly or semi-annual ordinary dividend declared on that Security and
dividing the result by that Security's market value as of the close of
trading on the Business Day prior to the Initial Date of Deposit.
(5) No consistent dividend history is currently available for these REITs.

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

The Securities were acquired on June 14, 1994 and are represented entirely by
contracts to purchase the Securities. One or more of the Sponsors may have acted
during the last 3 years or be acting as an underwriter, manager or co-manager of
a public offering of the Securities in this Fund. Affiliates of the Sponsors may
serve as specialists in the Securities in this Fund on one or more stock
exchanges and may have a long or short position in any of these stocks or in
options on any of these stocks, and may be on the opposite side of public orders
executed on the floor of an exchange where the Securities are listed. An
officer, director or employee of any of the Sponsors may be an officer or
director of one or more of the issuers of the Securities in the Fund. The
Sponsors may trade for their own account as odd-lot dealers, market makers,
block positioners and/or arbitrageurs in any securities or options relating to
the common stock of the issuers of the Securities. In addition, the Sponsors,
their affiliates, directors, elected officers and employee benefit programs may
have either a long or short position in any security or option of the issuers.

A-11
<PAGE>
EQUITY INCOME FUND
CONCEPT SERIES
REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS

FUND STRUCTURE

This Series (the 'Fund') of the Equity Income Fund is a 'unit investment
trust' created under New York law by a Trust Indenture (the 'Indenture') among
the Sponsors and the Trustee. To the extent that references in this Prospectus
are to articles and sections of the Indenture, which are hereby incorporated by
reference, the statements made herein are qualified in their entirety by this
reference. On the date of this Prospectus (the 'Initial Date of Deposit') the
Sponsors, acting as managers for the underwriters named under Underwriting
Account, deposited the underlying Securities with the Trustee at a price equal
to the aggregate value of the Securities on that date as determined by the
Trustee, and the Trustee delivered to the Sponsors units of interest ('Units')
representing the entire ownership of the Fund. Except as otherwise indicated
under Portfolio (the 'Portfolio'), the Securities so deposited were represented
by purchase contracts assigned to the Trustee together with an irrevocable
letter or letters of credit issued by a commercial bank or banks in the amount
necessary to complete the purchase thereof.

The Portfolio contains publicly traded real estate investment trusts
('REITs'). As used herein, the term 'Securities' or 'Stocks' means the REIT
shares initially deposited in the Fund and described under Portfolio and any
replacement and additional REIT shares acquired and held by the Fund pursuant to
the provisions of the Indenture (see Description of the Fund--The Portfolio;
Administration of the Fund--Portfolio Supervision).

With the deposit of the Securities in the Fund on the Initial Date of
Deposit, the Sponsors established a proportionate relationship among the number
of shares of each stock deposited in the Portfolio. Following the Initial Date
of Deposit, the Sponsors may deposit additional Securities ('Additional
Securities'), contracts to purchase Additional Securities or cash (or a bank
letter of credit in lieu of cash) with instructions to purchase Additional
Securities in order to create new Units, maintaining to the extent practicable
the original proportionate relationship among the number of shares of each stock
in the Portfolio. It may not be possible to maintain the original proportionate
relationship among the Securities deposited on the Initial Date of Deposit
because of, among other reasons, purchase requirements, changes in prices,
unavailability of Securities or restrictions upon those Securities the Sponsors
may purchase. Replacement Securities may be acquired under specified conditions
(see Description of the Fund--The Portfolio; Administration of the
Fund--Portfolio Supervision). Units may be continuously offered to the public by
means of this Prospectus (see Public Sale of Units--Public Distribution)
resulting in a potential increase in the number of Units outstanding. In
addition, new Units may be created under the Reinvestment Plan (see Reinvestment
Plan).

The holders of record ('Holders') of Units will have the right to have
their Units redeemed (see Redemption) at a price computed as set forth under
Computation of Redemption Price per Unit ('Redemption Price per Unit') if they
cannot be sold in the over-the-counter market which the Sponsors propose to
maintain (see Market for Units). Redemptions will be made in cash or in
Securities ('in kind') (see Redemption). On the Initial Date of Deposit each
Unit represented the fractional undivided interest in the Securities and net
income of the Fund set forth under Investment Summary.

The Fund may be an appropriate medium for investors who desire to
participate in a portfolio of publicly traded REITs with greater diversification
than they might be able to acquire individually. It is suggested that
prospective investors who consider investing in the Fund should reach an
investment decision only after carefully considering the suitability of the
Securities in the light of each investor's particular circumstances.

RISK FACTORS

An investment in Units of the Fund should be made with an understanding of
the risks inherent in an investment in equity securities, including the risk
that the financial condition of the issuers of the Securities may become
impaired or that the general condition of the stock market may worsen (both of
which may contribute directly to a decrease in the value of the Securities and
thus in the value of the Units) or the risk that holders of common stocks have a
right to receive payments from the issuers of those stocks that is generally
inferior to that of creditors of, or holders of debt obligations issued by, the
issuers and that the rights of holders of common stocks generally rank inferior
to the rights of holders of preferred stock. Common stocks may be especially
susceptible to general stock market movements and to volatile increases and
decreases in 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.

Holders of common stocks incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the company, have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by the issuer. Holders of common stocks of the type held by the Portfolio
have a right to receive dividends only when

1
<PAGE>
and if, and in the amounts, declared by the issuer's Board of Directors and to
participate in amounts available for distribution by the issuer only after all
other claims on the issuer have been paid or provided for. By contrast, holders
of preferred stocks have the right to receive dividends at a fixed rate when and
as declared by the issuer's Board of Directors, normally on a cumulative basis,
but do not participate in other amounts available for distribution by the
issuer. Cumulative preferred stock dividends must be paid before common stock
dividends and any cumulative preferred stock dividend omitted is added to future
dividends payable to the holders of cumulative preferred stock. Preferred stocks
are also entitled to rights on liquidation which are senior to those of common
stocks. Moreover, common stocks do not represent an obligation of the issuer and
therefore do not offer any assurance of income or provide the degree of capital
protection offered by debt securities. Indeed, the issuance of debt securities
or even preferred stock will create prior claims for payment of principal,
interest, liquidation preferences and dividends which could adversely affect the
ability and inclination of the issuer to declare or pay dividends on its common
stock or the rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. Further, unlike debt securities which
typically have a stated principal amount payable at maturity (whose value,
however, will be subject to market fluctuations prior thereto), common stocks
have neither a fixed principal amount nor a maturity and have values which are
subject to market fluctuations for as long as the stocks remain outstanding. The
value of the Securities in the Portfolio thus may be expected to fluctuate over
the entire life of the Fund to values higher or lower than those prevailing on
the Initial Date of Deposit.

Investors should note that additional Units may be offered to the public
(or to Holders pursuant to the Reinvestment Plan) subsequent to the Initial Date
of Deposit and that the creation of additional Units may have an effect upon the
value of previously existing Units. To create additional Units the Sponsors may
deposit cash with instructions to purchase Securities (or a bank letter of
credit in lieu of cash) in amounts sufficient to maintain to the extent
practicable the percentage relationship among the number of shares of each
Security based on the price of the Securities at the Evaluation Time on the date
the cash is deposited. To the extent the price of a Security increases or
decreases between the time cash is deposited with instructions to purchase the
Security and the time the cash is used to purchase the Security, Units will
represent less or more of that Security and more or less of the other Securities
in the Fund. Holders will be at risk because of price fluctuations during this
period since if the price of shares of a Security increases, Holders will have
an interest in fewer shares of that Security, and if the price of a Security
decreases, Holders will have an interest in more shares of that Security, than
if the Security had been purchased on the date cash was deposited with
instructions to purchase the Security. In order to minimize these effects, the
Fund will try to purchase Securities as close as possible to the Evaluation Time
or at prices as close as possible to the prices used to evaluate the Fund at the
Evaluation Time. Furthermore, brokerage fees incurred in purchasing Securities
with cash deposited with instructions to purchase the Securities will be an
expense of the Fund. Thus price fluctuations during this period and payment of
any brokerage fees by the Fund will affect the value of every Holder's Units and
the income per Unit received by the Fund. In particular, Holders who purchase
Units during the primary offering period of the Units would experience a
dilution of their investment as a result of any brokerage fees paid by the Fund
during subsequent deposits of additional Securities purchased with cash
deposited with instructions to purchase Securities. In addition, costs incurred
in connection with the acquisition of Securities not listed on any national
securities exchange (due to differentials between bid and offer prices for the
Securities) will be at the expense of the Fund and will affect the value of
every Holder's Units.

Investors should also be aware that because Securities are sold on the
Deferred Charge Payment Dates, purchasers may realize gains or losses on those
sales due to changes in Securities prices between the date on which the Units
are purchased and the Deferred Charge Payment Dates. In addition, Units
purchased shortly before a quarterly Deferred Charge Payment Date would
nevertheless incur the full sales charge for that period.

The Fund is concentrated in the real estate industry*. Of course, a
portfolio concentrated in a single industry may present more risks than a
portfolio broadly invested over several industries. An investment in Units of
the Fund should be made with an understanding of the risks which this investment
may entail, certain of which are summarized below.

REAL ESTATE INVESTMENT TRUSTS

In General. REITs are financial vehicles that have as their objective the
pooling of capital from a number of investors in order to participate directly
in real estate ownership or financing. REITs are generally fully integrated
operating companies that have interests in income-producing real estate. REITs
are differentiated by the types of real estate properties held and the actual
geographic location of properties and fall into two major categories: equity
REITs emphasize direct property investment, holding their invested assets
primarily in the ownership of real estate or other equity interests, while
mortgage REITs concentrate on real estate financing, holding their assets
primarily in mortgages secured by real estate. As of the Initial Date of
Deposit, the Fund contains only

2
<PAGE>
equity REITs. REITs obtain capital funds for investment in underlying real
estate assets by selling debt or equity securities on the public or
institutional capital markets or by bank borrowings. Thus, the returns on common
equities of the REITs in which the Fund invests will be significantly affected
by changes in costs of capital and, particularly in the case of highly
'leveraged' REITs, i.e. those with large amounts of borrowings outstanding, by
changes in the level of interest rates. Since all the REITs in the Fund will be
purchased in the secondary market, their purchase price will generally not
reflect high initial sales charges.

The objective of an equity REIT is to purchase income-producing real estate
properties in order to generate high levels of cash flow from rental income and
a gradual asset appreciation, and they typically invest in properties such as
office, retail, industrial, hotel and apartment buildings and health care
facilities.

Investment in the Fund should be made with an understanding of the many
factors that may have an adverse impact on the performance of a particular REIT,
its cash available for distribution, the credit quality of a particular REIT or
the real estate industry generally. Risks associated with the direct ownership
of real estate include general and local economic conditions, decline in real
estate values, the financial health of tenants, e.g. consolidation and increased
competition in the retail industry, dependency on the management skill of both
the officers of the REITs and the managers of the underlying properties,
dependency on heavy capital requirements, unpredictability of timing and amount
of cash flow, overbuilding and increased competition for tenants, oversupply of
properties for sale, unusually adverse weather conditions, changing
demographics, changes in interest rates, changes in government regulations
(including tax laws and environmental, building, zoning and sales regulations by
various federal, state and local authorities), increases in real estate taxes,
operating expenses or costs of material and labor, uninsured losses,
environmental clean-up costs, liability to third parties for damages resulting
from environmental problems, casualty or condemnation losses, natural disasters,
limitation on rents, faulty construction, changes in neighborhood values, the
appeal of properties to tenants, the inability to secure performance guarantees
as required and the unavailability of construction financing or mortgage loans
at rates acceptable to developers. Variations in rental income and space
availability and vacancy rates in terms of supply and demand are additional
factors affecting real estate generally and REITs in particular. Potential
conflicts of interest often exist with a founding developer or outside manager.

Performance by individual REITs is dependent on the types of real estate
investments held. For example, the effect of interest rate fluctuations will be
less on equity REITs than on mortgage REITs and the nature of the underlying
assets of an equity REIT may be considered more tangible than that of a mortgage
REIT. In addition, equity REITs may be affected by changes in the value of the
underlying property it owns.

REIT investment managers may concentrate investments in specific geographic
areas, depending on their proximity to and knowledge of local real estate
conditions; the impact of economic conditions on REITs can also be expected to
vary with geographic location. Investors should also be aware that REITs may not
be diversified and are subject to the risks of financing projects. REITs are
also subject to defaults by borrowers, self-liquidation, the market's perception
of the REIT industry generally, and the possibility of failing to qualify for
tax-free pass-through of income under the Internal Revenue Code of 1986, as
amended (the 'Code'), and to maintain exemption from the Investment Company Act
of 1940. In the event of a default by a borrower or lessee, the REIT may
experience delays in enforcing its rights as a mortgagee or lessor and may incur
substantial costs associated with protecting its investments.

REIT Taxation. Each of the REITs in which the Fund invests will generally
state its intention to operate in such manner as to qualify for taxation as a
'real estate investment trust' under Sections 856-860 of the Code, although, of
course, no assurance can be given that each REIT will at all times so qualify.

3
<PAGE>
The REIT provisions of the Code contain three gross income requirements:

1. At least 75% of the REIT's gross income must be derived directly or
indirectly from statutorily specified investments in real property or mortgages
on real property.

2. At least 95% of the REIT's gross income must be of the type meeting the
75% requirement or must be derived from dividends, interest, or gains from the
sale or disposition of stock or securities.

3. Short-term gains from the disposition of stock or securities, gains from
the disposition of property where the property was held primarily for sale to
customers in the ordinary course of business, and gains from the disposition of
real property held for less then 4 years must total less than 30% of the REIT's
gross income.

At the close of each quarter of a REIT's taxable year, it also must satisfy
three tests relating to the nature if its assets. First, at least 75% of the
value of its total assets must be represented by real estate assets, cash, cash
items, and government securities. In addition, not more than 25% of its total
assets may be represented by securities (other than those includible in the 75%
asset class). Also, of the investments included in the 25% asset class, the
value of any one issuer's securities owned may not exceed 5% of the value of its
total assets, nor can it own more than 10% of any one issuer's outstanding
voting securities.

So long as an issuer qualifies as a REIT, it will, in general, be subject
to Federal income tax only on income that is not distributed to stockholders. In
order to qualify as a REIT for any taxable year, a REIT must, among other
things, distribute to its stockholders an amount at least equal to the sum of
95% of its taxable income.

Failure to qualify for taxation as a REIT in any taxable year will subject
an issuer to tax on its taxable income at regular corporate rates. Distributions
to stockholders in any year in which an issuer fails to qualify as a REIT will
not be deductible by the issuer. Unless entitled to relief under specific
statutory provisions, the issuer would not qualify for taxation as a REIT for
the next four taxable years after failing to qualify in any year.

Each REIT may also be subject to state, local or other taxation in various
state, local or other jurisdictions.

LIQUIDITY

Whether or not the Securities are listed on a national securities exchange,
the principal trading market for the Securities may be in the over-the-counter
market. As a result, the existence of a liquid trading market for the Securities
may depend on whether dealers will make a market in the Securities. There can be
no assurance that a market will be made for any of the Securities, that any
market for the Securities will be maintained or of the liquidity of the
Securities in any markets made. In addition, the Fund may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsors. The
price at which the Securities may be sold to meet redemptions and the value of
the Fund will be adversely affected if trading markets for the Securities are
limited or absent.

LITIGATION AND LEGISLATION

At any time after the Initial Date of Deposit, litigation may be initiated
on a variety of grounds, or legislation may be enacted, with respect to the
Securities in the Fund or the issuers of the Securities. There can be no
assurance that future litigation or legislation will not have a material adverse
effect on the Fund or will not impair the ability of issuers of the Securities
to achieve their business goals.

DESCRIPTION OF THE FUND

THE PORTFOLIO

The Portfolio consists of those REITs listed under Portfolio in Part A.

All of the REITs in the Portfolio were chosen from a list of recommended
REITs provided to the Sponsors by the REIT consultant, Cohen & Steers. The REIT
Consultant considered the following factors, among others, when recommending the
REITs to the Sponsors: (i) the risk-adjusted potential returns of the REIT, (ii)
whether the management is highly focused and free from conflicts, (iii)
performance under various economic conditions (iv) the appreciation potential of
the property owned, (v) the financial strength and flexibility of the REIT, (vi)
whether the REIT has access to capital markets and (vii) the cash flow quality
and growth potential of the REIT. The Sponsors considered the following factors,
among others, when selecting the REITs from the recommended list: (i) liquidity,
(ii) yield and (iii) diversification of the Portfolio by REIT type (e.g.
industrial, commercial, healthcare, apartments or retail).

The Fund consists of the Securities (or contracts to purchase the
Securities) listed under Portfolio (including any Replacement Securities and
Additional Securities deposited in the Fund in connection with the sale of
additional Units to the public as described under Fund Structure above or to
Holders pursuant to the Reinvestment Plan) as long as they may continue to be
held from time to time in the Fund together with undistributed income therefrom
and undistributed and uninvested cash realized from the disposition of
Securities (see Administration of the Fund--Portfolio Supervision). Neither the
Sponsors nor the Trustee shall be liable in any way for any default, failure or
defect in any of the Securities. However, should any contract deposited
hereunder (or to be deposited in connection with the sale of additional Units)
fail (a 'Failed Security'), the Sponsors shall, on or before the next following
Distribution Day, cause to be refunded the attributable sales

4
<PAGE>
charge, plus the attributable Cost of Securities to Fund listed under Portfolio,
unless substantially all of the moneys held in the Fund to cover such purchase
are reinvested in additional or replacement Securities in accordance with the
Indenture (see Administration of the Fund--Portfolio Supervision).

The Indenture authorizes the Sponsors to increase the size and number of
Units of the Fund by the deposit of Additional Securities, Replacement
Securities, contracts to purchase Additional or Replacement Securities or cash
with instructions to purchase Securities (or a bank letter of credit in lieu of
cash), and the issue of a corresponding number of additional Units subsequent to
the Initial Date of Deposit, provided that to the extent practicable the
percentage relationship among the number of shares of each Stock is maintained.
Investors should note that cash deposited with instructions to purchase
Securities (or a bank letter of credit in lieu of cash) will be in amounts
sufficient to maintain to the extent practicable the percentage relationship
among the number of shares of each Security. To the extent the price of a
Security increases or decreases between the time the cash is deposited with
instructions to purchase the Security and the time the cash is used to purchase
the Security, Units will represent less or more of that Security and more or
less of the other Securities in the Fund. Also, Securities may be sold under
certain circumstances (see Redemption: Administration of the Fund--Portfolio
Supervision). Because the proceeds from these sales received by the Fund (less
certain amounts deducted by the Trustee as described under Expenses and Charges)
will be reinvested in Additional Securities, distributed to Holders or paid out
upon redemptions, and because Additional Securities may be deposited following
the Initial Date of Deposit, the aggregate value of the Securities in the
Portfolio will vary over time.

Sales charges on Defined Asset Funds range from under 1.0% to 5.5%. This
may be less than you might pay to buy a comparable fund. Defined Asset Funds can
be a cost-effective way to purchase and hold investments. Annual operating
expenses are generally lower than for managed funds. Because unit investment
trusts are not actively managed and have limited transactions, costs are
generally less than 0.25% per year. Keeping costs low increases earnings. When
compounded annually, small differences in expense ratios can make a big
difference in earnings. See Public Sale of Units--Public Offering Price.

Because each Defined Asset Fund is a defined portfolio of preselected
securities, purchasers know in advance what they are investing in. Of course,
the portfolio will change somewhat over time as additional securities are
deposited, or redeemed or as they are sold to meet redemptions and in the
limited other circumstances described below.

Our defined portfolios of equities offer investors a simple and convenient
way to participate in the equity markets. Our funds seek to benefit from
opportunities often created by economic changes that affect specific areas of
the economy or by increased demand for the companies' products or services. By
purchasing equity income funds, investors not only avoid the problem of
selecting securities by themselves, but also gain the advantage of reduced risk
by investing in securities of several different issuers selected by experienced
buyers and market analysts.

Each portfolio is divided into units, representing equal shares of
underlying assets. On the Initial Date of Deposit each Unit represented the
fractional undivided interest in the Securities plus net income of the Fund set
forth under Investment Summary. Thereafter, if any Units are redeemed by the
Trustee, the aggregate value of Securities in the Fund will be reduced by
amounts allocable to redeemed Units, and the fractional undivided interest
represented by each Unit in the balance will be increased. However, if
additional Units are issued by the Fund, the aggregate value of Securities in
the Fund will be increased by amounts allocable to additional Units, and the
fractional undivided interest represented by each Unit in the balance will be
decreased. Units will remain outstanding until redeemed upon tender to the
Trustee by any Holder (which may include the Sponsors) or until the termination
of the Indenture (see Redemption; Termination).

The REIT Consultant, Cohen & Steers, is based in New York City. Cohen &
Steers is a registered investment adviser, organized in 1986, managing $752
million in assets at March 31, 1994, invested almost exclusively in publicly
traded real estate securities.

In addition to providing the initial recommended list of REITs to the
Sponsors, the REIT Consultant will periodically provide the Sponsors with
research on individual REITs and the REIT market in general to assist the
Sponsors in supervising the portfolio (see Administration of the Fund--Portfolio
Supervision).

INCOME AND DISTRIBUTION

Any net annual income per Unit that is earned by the Fund is determined by
subtracting from the annual dividend income of the Securities in the Portfolio
the annual expenses (total estimated annual Trustee's, Sponsors' and
administrative fees and expenses) and dividing by the number of Units
outstanding. The net annual income per Unit will depend upon the amount of
dividends declared and paid by the issuers of the Securities, sales and
substitution of Securities and the purchase of additional Securities
(recognizing, however, that the sale or purchase of Securities by itself should
not have a substantial effect on income per Unit because, as much as
practicable, each Unit will continue to represent a fractional undivided
interest in the same percentages of Securities of the same issuers) and changes
in the expenses of the Fund.

There is no assurance that any dividends will be declared or paid in the
future on the Securities in the Fund.

5
<PAGE>
Record Days and Distribution Days are set forth under Investment Summary.
Dividend income per Unit received by the Fund and available for distribution and
the distributable balance in the Capital Account per Unit (other than capital
gains) as of any particular Record Day will be distributed on or shortly after
the related Distribution Day to the Holders of record on that Record Day,
provided that no distribution from the Capital Account is required unless the
distributable balance therein (excluding capital gains) is at least the minimum
amount set forth under Investment Summary (see Administration of the
Fund--Accounts and Distributions). Normally, dividends on the Securities in the
Fund are paid on a quarterly basis which may or may not coincide with a Record
Day. Therefore, to the extent dividends are paid, it may take up to two months
after the Initial Date of Deposit for the Trustee to receive sufficient
dividends on the Securities to be able to begin distributions to Holders.

Net capital gain income (i.e., the excess of capital gains over capital
losses) recognized by the Fund in any taxable year will generally be distributed
to Holders shortly after the end of the year. In order to meet certain tax
requirements the record date for this distribution may be in December.

The Fund can be a simple and cost-effective way to invest in selected
REITs. The initial portion of the sales charge is reduced on purchases of
$250,000 or more (see Public Sale of Units--Public Offering Price). With no
management fees, the Fund's estimated annual operating expenses are less than
for most comparable managed funds, which can increase income to investors.

FUND PERFORMANCE

Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of dividends and capital gains
reinvested, may be included from time to time in advertisements, sales
literature, reports and other information furnished to current or prospective
Holders. Total return figures are not averaged, and may not reflect deduction of
the sales charge, which would decrease the return. Average annualized return
figures reflect deduction of the maximum sales charge. No provision is made for
any income taxes payable.

Past performance may not be indicative of future results. The Fund is not
actively managed. Unit price and return fluctuate with the value of the common
stocks in the portfolio, so there may be a gain or loss when Units are sold.

Fund performance may be compared to performance on the same basis (with
distributions reinvested) of the Dow Jones Industrial Average, the S&P 500 Stock
Price Composite Index, the S&P MidCap 400 Index, or performance data from
publications such as Lipper Analytical Services, Inc., Morningstar Publications,
Inc., Money Magazine, The New York Times, U.S. News and World Report, Barron's,
Business Week, CDA Investment Technology, Inc., Forbes Magazine or Fortune
Magazine. As with other performance data, performance comparisons should not be
considered representative of the Fund's relative performance for any future
period.

TAXES

TAXATION OF THE FUND

The Fund intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Sections 851-855 of the
United States Internal Revenue Code of 1986, as amended (the 'Code').
Qualification and election as a 'regulated investment company' involve no
supervision of investment policy or management by any government agency. If the
Fund qualifies as a 'regulated investment company' and distributes to Holders
90% or more of its taxable income without regard to its net capital gain (net
capital gain is defined as the excess of net long-term capital gain over net
short-term capital loss), it will not be subject to Federal income tax on any
portion of its taxable income (including any net capital gain) distributed to
Holders in a timely manner. In addition, the Fund will not be subject to the 4%
excise tax on certain undistributed income of 'regulated investment companies'
to the extent it distributes to Holders in a timely manner at least 98% of its
taxable income (including any net capital gain). It is anticipated that the Fund
will not be subject to Federal income tax or the excise tax because the
Indenture requires the distribution of the Fund's taxable income (including any
net capital gain) in a timely manner. Although all or a portion of the Fund's
taxable income (including any net capital gain) for a taxable year may be
distributed shortly after the end of the calendar year, such a distribution will
be treated for Federal income tax purposes as having been received by Holders
during the calendar year.

6
<PAGE>
DISTRIBUTIONS

Distributions to Holders of the Fund's dividend income and net short-term
capital gain in any year will be taxable as ordinary income to Holders to the
extent of the Fund's taxable income (without regard to its net capital gain) for
that year. Any excess will be treated as a return of capital and will reduce the
Holder's basis in his Units and, to the extent that such distributions exceed
his basis, will be treated as a gain from the sale of his Units as discussed
below. It is likely that some portion of the Fund's distributions will be
treated as a return of capital.

Distribution of the Fund's net capital gain (designated as capital gain
dividends by the Fund) will be taxable to Holders as long-term capital gain,
regardless of the length of time the Units have been held by a Holder. A Holder
may recognize a taxable gain or loss if the Holder sells or redeems his Units.
Any gain or loss arising from (or treated as arising from) the sale or
redemption of Units will be a capital gain or loss, except in the case of a
dealer in securities. Capital gains are generally taxed at the same rate as
ordinary income, however, the excess of net long-term capital gains over net
short-term capital losses may be taxed at a lower rate than ordinary income for
certain noncorporate taxpayers. A capital gain or loss is long-term if the asset
is held for more than one year and short-term if held for one year or less. The
deduction of capital losses is subject to limitations.

A distribution of Securities to a Holder upon redemption of his Units will
be a taxable event to such Holder, and that Holder will recognize taxable gain
or loss upon such distribution (equal to the difference between such Holder's
tax basis in his Units and the fair market value of Securities received in
redemption), which will be capital gain or loss except in the case of a dealer
in securities. Holders are urged to consult their own tax advisers as to the tax
consequences to them of exchanging units in particular cases.

Distributions that are taxable as ordinary income to Holders will
constitute dividends for Federal income tax purposes but will not be eligible
for the dividends-received deduction for corporations.

The Holder's basis in his Units will be equal to the cost of his Units,
including the initial sales charge. A portion of the sales charge is deferred
until the termination of the Fund or the redemption of the Units. The proceeds
received by a Holder upon such event will reflect deduction of the deferred
amount (the 'Deferred Sales Charge'). The annual statement and the relevant tax
reporting forms received by Holders will reflect the actual amounts paid to
them, net of the Deferred Sales Charge. Accordingly, Holders should not increase
their basis in their Units by the Deferred Sales Charge amount.

Holders will be taxed in the manner described above regardless of whether
distributions from the Fund are actually received by the Holder or are
reinvested pursuant to the Reinvestment Plan.

The Federal tax status of each year's distributions will be reported to
Holders and to the Internal Revenue Service. The Fund intends to report to each
Holder in mid-January the amount of Distributions to that Holder. However, the
Fund does not expect to receive information from the REITs as to the tax status
of those Distributions until February, at which time it will report that
information to Holders. The foregoing discussion relates only to the Federal
income tax status of the Fund and to the tax treatment of distributions by the
Fund to U.S. Holders. Distributions may also be subject to state and local
taxation and Holders should consult their own tax advisers in this regard.

FOREIGN HOLDERS

A 'Foreign Holder' is a person or entity that, for U.S. Federal income tax
purposes, is a non-resident alien individual, a foreign corporation, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust. If a
distribution of the Fund's taxable income (without regard to its net capital
gain) to a Foreign Holder is not effectively connected with a U.S. trade or
business carried on by the investor, such distribution will be subject to
withholding tax at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty. In addition, distributions from the Fund will
generally be subject to information reporting.

A Foreign Holder should not be subject to withholding tax under the Foreign
Investment in Real Property Tax Act ('FIRPTA') with respect to gain arising from
the sale or redemption of Units. In addition, based upon advice of counsel as to
existing law, the Trustee does not intend to withhold under FIRPTA on
distributions of the Fund's net capital gain (designated as capital gain by the
Fund). Such income generally will not be subject to Federal income tax unless
the income is effectively connected with a trade or business of such Holder in
the United States. In the case of a Foreign Holder who is a non-resident alien
individual, however, gain arising from the sale or redemption of Units or
distributions of the Fund's net capital gain ordinarily will be subject to
Federal income tax at a rate of 30% if such individual is physically present in
the U.S. for 183 days or more during the taxable year and, in the case of the
gain arising from the sale or redemption of Units, either the gain is
attributable to an office or other fixed place of business maintained by the
Holder in the United States or the Holder has a 'tax

7
<PAGE>

home' in the United States. In addition, a Unit held by an individual who is not
a citizen or resident of the United States at the time of his death will
generally be subject to United States federal estate tax unless an applicable
treaty provides otherwise.

The tax consequences to a Foreign Holder entitled to claim the benefits of
an applicable tax treaty may be different from those described herein. Foreign
Holders should consult their own tax advisers to determine whether investment in
the Fund is appropriate.

RETIREMENT PLANS

This Series of Equity Income Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Holders of Units in IRAs,
Keogh plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered by
brokerage firms, including each of the Sponsors of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund may
be purchased by retirement plans established pursuant to Self-Employed
Individuals Tax Retirement Act of 1962 ('Keogh plans') for self-employed
individuals, partnerships or unincorporated companies. Qualified individuals may
generally make annual tax-deductible contributions up to the lesser of 20% of
annual compensation or $30,000 to Keogh plans. The assets of the plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Generally, there are penalties for premature distributions from a plan
before attainment of age 59, except in the case of a participant's death or
disability and certain other related circumstances. Keogh plan participants may
also establish separate IRAs (see below) to which they may contribute up to an
additional $2,000 per year ($2,250 in a spousal account).

Individual Retirement Account--IRA. Any individual (including one covered
by a qualified private or government retirement plan) can establish an IRA or
make use of a qualified IRA arrangement set up by an employer or union for the
purchase of Units of the Fund. Any individual can make a contribution to an IRA
equal to the lesser of $2,000 ($2,250 in a spousal account) or 100% of earned
income; such investment must be made in cash. However, the deductible amount an
individual may contribute will be reduced if the individual's adjusted gross
income exceeds $25,000 (in the case of a single individual), $40,000 (in the
case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). A married individual filing a
separate return will not be entitled to any deduction if the individual is
covered by an employer-maintained retirement plan, without regard to whether the
individual's spouse is an active participant in an employer retirement plan.
Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. It should be noted that certain
transactions which are prohibited under Section 408 of the Code will cause all
or a portion of the amount in an IRA to be deemed to be distributed and subject
to tax at that time. A participant's entire interest in an IRA must be, or
commence to be, distributed to the participant not later than the April 1
following the taxable year during which the participant attains age 70-1/2.
Taxable distributions made before attainment of age 59-1/2, except in the case
of a participant's death or disability, or where the amount distributed is part
of a series of substantially equal periodic (at least annual) payments that are
to be made over the life expectancies of the participant and his or her
beneficiary, are generally subject to a surtax in an amount equal to 10% of the
distribution.

Corporate Pension and Profit-Sharing Plans. An employer who has established
a pension or profit-sharing plan for employees may purchase Units of the fund
for such a plan.

PUBLIC SALE OF UNITS

PUBLIC OFFERING PRICE

The Public Offering Price of the Units is computed by dividing the
aggregate value of the Securities (as determined by the Trustee), by the number
of Units outstanding and adding to the quotient the sales charge at the
applicable percentage of the aggregate value per Unit (the net amount invested).
A proportionate share of any cash held by the Fund in the Capital Account not
allocated to the purchase of specific Securities and net income in the Income
Account (described under Administration of the Fund--Accounts and Distributions)
on the date of

8
<PAGE>

delivery of the Units to the purchaser is added to the Public Offering Price.
The Public Offering Price on the date of this Prospectus or on any subsequent
date will vary from the Public Offering Price on the business day prior to the
date of this Prospectus (set forth under Investment Summary) in accordance with
fluctuations in the aggregate value of the underlying Securities.

The sales charge consists of an initial portion and a deferred portion, the
total of which may equal a maximum of approximately 5.35% of the Public Offering
Price or 5.501% of the net asset value of the Fund over its expected four-year
life. The initial portion of the sales charge is equal to 2.75% of the Public
Offering Price (2.828%) of the net amount invested in the Securities) and the
deferred portion of the sales charge is $1.625 per 1,000 Units ($6.50 per year)
payable by the Fund on behalf of the Holders out of net asset value of the Fund
on each quarterly Deferred Charge Payment Date until the Fund terminates. If a
Holder sells or redeems Units before a Deferred Charge Payment Date, all future
deductions of deferred sales charges with respect to such Holder will be waived;
this will have the effect of reducing the rate of sales charge as to such
Holder.

The initial portion of the sales charge is reduced on a graduated scale for
sales to any purchaser of at least $250,000 of Units and will be applied on
whichever basis is more favorable to the purchaser. To qualify for the reduced
initial sales charge and concession applicable to quantity purchasers, the
dealer must confirm that the sale is to a single purchaser as defined below or
is purchased for its own account and not for distribution. The initial portion
of the sales charge will be reduced as follows:

SALES CHARGE
(GROSS UNDERWRITING PROFIT)
---------------------------------

AS PERCENT OF AS PERCENT OF MAXIMUM DEALER CONCESSION
PUBLIC OFFERING NET AMOUNT DOLLAR AMOUNT DEFERRED AS PERCENT OF
AMOUNT PURCHASED PRICE INVESTED PER 1,000 UNITS PUBLIC OFFERING PRICE
----------------- -------------- ------------------------ -----------------------
<S> <C> <C> <C> <C>
Less than $250,000................ 2.75% 2.828% $ 26.00 1.788%
$250,000 - $499,999............... 2.25 2.302 26.00 1.463
$500,000 - $749,999............... 1.75 1.781 26.00 1.138
$750,000 - $999,999............... 1.25 1.266 26.00 0.813
$1,000,000 and more............... 1.00 1.010 26.00 0.650
</TABLE>

CONCESSION TO
INTRODUCING
AMOUNT PURCHASED DEALERS
--------------
Less than $250,000................ $ 19.80
$250,000 - $499,999............... 16.20
$500,000 - $749,999............... 12.60
$750,000 - $999,999............... 9.00
$1,000,000 and more............... 7.20

The above graduated sales charges will apply on all purchases on any one
day by the same purchaser of Units in this Fund only in the amounts stated. For
this purpose purchases during the primary offering period will not be aggregated
with concurrent purchases of any other unit trusts sponsored by the Sponsors.
Purchases in the secondary market of one or more Series sponsored by the
Sponsors which have the same rates of sales charge will be aggregated. Units
held in the name of the spouse of the purchaser or in the name of a child of the
purchaser under 21 years of age are deemed to be registered in the name of the
purchaser. The graduated sales charges are also applicable to a trustee or other
fiduciary purchasing securities for a single trust estate or single fiduciary
account.

Employees of certain of the Sponsors and their affiliates and non-employee
directors of Merrill Lynch & Co., Inc. may purchase Units of this Fund pursuant
to employee benefit plans at a price equal to the aggregate value of the
Securities in the Fund divided by the number of Units outstanding plus a reduced
initial sales charge of not less than $5.00 per 1,000 Units.

The value of the Securities is determined on each business day by the
Trustee based on the closing sale prices at the Evaluation Time on the day the
evaluation is made or, if there are no reported sales or if closing sale prices
are not reported or a Security is not listed on a national securities exchange
or if the principal market therefor becomes other than on an exchange, taking
into account the same factors referred to under Redemption-- Computation of
Redemption Price per Unit (Section 4.01). The term 'business day', as used
herein and under 'Redemption', shall exclude Saturdays, Sundays and the
following holidays as observed by the New York Stock Exchange, Inc.: New Year's
Day, Washington's Birthday, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.

PUBLIC DISTRIBUTION

During the primary offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above. The Sponsors
intend to qualify Units for sale in all states in the U.S. in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.
The Sponsors do not intend to

9
<PAGE>
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.

UNDERWRITERS' AND SPONSORS' PROFITS

The Underwriters named under Underwriting Account, including the Sponsors,
may receive maximum aggregate sales charges (initial and deferred) per 1,000
Units equal to approximately 5.35% of the Public Offering Price (5.501% of the
net amount invested). The initial portion of the sales charge is equal to $27.50
per 1,000 Units payable upon the sale of the Units. The deferred sales charge
will be $1.625 per 1,000 Units payable on each quarterly Deferred Charge Payment
Date (set forth under Investment Summary). The Sponsors also realized a profit
or loss on deposit of the Securities in the Fund in the amount set forth under
Investment Summary. This profit or loss is the difference between the cost of
the Securities to the Fund (which is based on the aggregate value of the
Securities on the Initial Date of Deposit) and the purchase price of the
Securities to the Sponsors plus commissions payable by the Sponsors. On each
subsequent deposit of Securities with respect to the sale of additional Units to
the public the Sponsors may realize a profit or loss. In addition, any Sponsor
or Underwriter may realize profits or sustain losses in respect of Securities
deposited in the Fund which were acquired by the Sponsor or Underwriter from
underwriting syndicates of which the Sponsor or Underwriter was a member. During
the primary offering period and thereafter to the extent additional Units
continue to be offered for sale to the public, the Underwriting Account also may
realize profits or sustain losses as a result of fluctuations after the Initial
Date of Deposit in the aggregate value of the Securities and hence in the Public
Offering Price of the Units (see Investment Summary). Cash, if any, made
available by buyers of Units to the Sponsors prior to the settlement date for
purchase of Units may be used in the Sponsors' businesses subject to the
limitations of Rule 15c3-3 under the Securities Exchange Act of 1934 and may be
of benefit to the Sponsors.

Except as indicated under Portfolio, the Sponsors have not participated as
sole underwriter or manager or member of underwriting syndicates from which
syndicates the Securities in the Portfolio were acquired.

In maintaining a market for the Units (see Market for Units), the Sponsors
will also realize profits or sustain losses in the amount of any difference
between the prices at which they buy Units (based on the aggregate value of the
Securities) and the prices at which they resell these Units (which includes the
sales charge) or the prices at which they redeem the Units (based on the
aggregate value of the Securities), as the case may be.

MARKET FOR UNITS

While the Sponsors are not obligated to do so, they intend to maintain a
secondary market for Units of this Series and continuously to offer to purchase
Units of this Series at prices, subject to change at any time, which will be
computed on the basis of the aggregate value of the Securities, taking into
account the same factors referred to in determining the Redemption Price per
Unit (see Redemption). The Sponsors may discontinue purchases of Units of this
Series at prices based on the aggregate value of the Securities should the
supply of Units exceed demand or for other business reasons. The Sponsors, of
course, do not in any way guarantee the enforceability, marketability or price
of any Securities in the Portfolio or of the Units. However, the Sponsors will
not repurchase Units in the secondary market at a price below the aggregate
value of the Securities in the Fund. During the primary public offering period
or thereafter, on a given day the price offered by the Sponsors for the purchase
of Units shall be an amount not less than the Redemption Price per Unit, based
on the aggregate value of Securities in the Fund on the date on which the Units
are tendered for redemption (see Redemption).

The Sponsors may redeem any Units they have purchased in the secondary
market if they determine that it is undesirable to continue to hold these Units
in their inventories. Factors which the Sponsors will consider in making this
determination will include the number of units of all series of all funds which
they hold in their inventories, the saleability of the units and their estimate
of the time required to sell the units and general market conditions. For a
description of certain consequences of any redemption for remaining Holders, see
Redemption.

A Holder who wishes to dispose of his Units should inquire of his bank or
broker as to current market prices in order to determine if there exist
over-the-counter prices in excess of the redemption price and the repurchase
price (see Redemption).

REDEMPTION

While it is anticipated that Units in most cases can be sold in the
over-the-counter market for an amount at least equal to the Redemption Price per
Unit (see Market for Units), Units may be redeemed at the office of the Trustee
set forth on the back cover of this Prospectus, upon tender on any business day,
as defined under Public Sale of Units--Public Offering Price, of Certificates
or, in the case of uncertificated Units, delivery of a request for

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redemption, and payment of any relevant tax, without any other fee (Section
5.02). Certificates to be redeemed must be properly endorsed or accompanied by a
written instrument or instruments of transfer. Holders must sign exactly as
their names appear on the face of the Certificate with the signatures guaranteed
by an eligible guarantor institution, or in some other manner acceptable to the
Trustee. In certain instances the Trustee may require additional documents
including, but not limited to, trust instruments, certificates of death,
appointments as executor or administrator or certificates of corporate
authority.

On the seventh calendar day following the tender (or if the seventh
calendar day is not a business day on the first business day prior thereto), the
Holder will be entitled to receive the proceeds of the redemption in an amount
per Unit equal to the Redemption Price per Unit (see below) as determined as of
the day of tender. The Trustee is authorized in its discretion, if the Sponsors
do not elect to repurchase any Units tendered for redemption or if the Sponsors
tender Units for redemption, to sell the Units in the over-the-counter market at
prices which will return to the Holder a net amount in cash equal to or in
excess of the Redemption Price per Unit for the Units (Section 5.02).

Securities are to be sold from the Portfolio in order to make funds
available for redemption (Section 5.02) if funds are not otherwise available in
the Capital and Income Accounts to meet redemptions (see Administration of the
Fund--Accounts and Distributions). The Securities to be sold will be selected by
the Sponsors in accordance with procedures specified in the Indenture in order
to maintain, to the extent practicable, the proportionate relationship among the
number of shares of each Stock. Provision is made in the Indenture under which
the Sponsors may, but need not, specify minimum amounts in which blocks of
Securities are to be sold in order to obtain the best price for the Fund. While
these minimum amounts may vary from time to time in accordance with market
conditions, the Sponsors believe that the minimum amounts which would be
specified would be approximately 100 shares for readily marketable Securities.

Holders tendering Units for redemption may request distribution in kind
from the Trustee in lieu of cash redemption. A Holder may request distribution
in kind of an amount and value of Securities per Unit equal to the Redemption
Price per Unit as determined as of the Evaluation Time next following the
tender, provided that the tendering Holder is entitled to receive at least 100
shares of each Security in the Portfolio as part of his distribution and the
Holder has elected to redeem prior to the date specified under Investment
Summary-- Redemption In Kind. If the Holder can receive this requisite number of
shares, the distribution in kind on redemption of Units will be held by a
distribution agent (the 'Distribution Agent') for the account of, and for
disposition in accordance with the instructions of, the tendering Holder. The
tendering Holder shall be entitled to receive whole shares of each of the
Securities comprising the Portfolio and cash from the Capital Account equal to
the fractional shares to which the tendering Holder is entitled. Any brokerage
commissions on sales of the underlying Securities distributed in connection with
in kind redemptions will be borne by the tendering Holder. In implementing these
redemption procedures, the Trustee and Distribution Agent shall make any
adjustments necessary to reflect differences between the Redemption Price of the
Units and the value 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 Holder, the Trustee may sell Securities
according to the criteria discussed above. The in kind redemption option may be
terminated by the Sponsors on a date other than that specified under Redemption
In Kind upon notice to the Holders prior to the specified date.

To the extent that Securities are redeemed in kind or sold, the size and
diversity of the Fund will be reduced but each remaining Unit will continue to
represent approximately the same proportional interest in each Security. Sales
will usually 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 may be more or less than the amount paid by the Holder
depending on the value of the Securities in the Portfolio at the time of
redemption. In addition, because of the minimum amounts in which Securities are
required to be sold, the proceeds of sale may exceed the amount required at the
time to redeem Units; these excess proceeds will be distributed to Holders
unless reinvested in Additional Securities (see Administration of the
Fund--Accounts and Distributions).

The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange, Inc. is closed other than for
customary weekend and holiday closings or (2) for any period during which, as
determined by the Securities and Exchange Commission ('SEC'), (i) trading on
that Exchange is restricted or (ii) an emergency exists as a result of which
disposal or evaluation of the Securities is not reasonably practicable, or (3)
for any other periods which the SEC may by order permit (Section 5.02).

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COMPUTATION OF REDEMPTION PRICE PER UNIT

Redemption Price per Unit is computed by the Trustee, as of the Evaluation
Time, on each June 30 and December 31 (or the last business day prior thereto),
on any day on which the New York Stock Exchange is open as of the Evaluation
Time next following the tender of any Unit for redemption, and on any other
business day desired by the Trustee or the Sponsors, by adding (a) the aggregate
value of the Securities as determined by the Trustee and (b) cash on hand in the
Fund (other than cash covering contracts to purchase Securities) including
dividends receivable on stocks trading ex-dividend and deducting therefrom the
sum of (x) taxes or other governmental charges against the Fund not previously
deducted, (y) accrued fees and expenses of the Trustee (including legal and
auditing expenses), the Sponsors and counsel, and certain other expenses and (z)
cash held for distribution to Holders of record as of a date prior to the
evaluation; and dividing the result by the number of Units outstanding as of the
date of computation (Section 5.01).

The aggregate value of the Securities is determined in good faith by the
Trustee in the following manner: if the Securities are listed on a national
securities exchange or the NASDAQ national market system this evaluation is
generally based on the closing sale prices on that exchange or that system
(unless the Trustee deems these prices inappropriate as a basis for valuation)
or, if there is no closing sale price on that exchange or system, at the mean
between the closing bid and asked prices. If the Securities are not so listed
or, if so listed and the principal market therefor is other than on the
exchange, the evaluation shall generally be based on the current bid price on
the over-the-counter market (unless the Trustee deems these prices 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 Securities on the bid
side of the market or (c) by any combination of the above.

TERMINATION

On the date specified under Liquidation Period under Investment Summary the
Trustee may begin to sell all of the underlying Securities on behalf of Holders
in connection with the termination of the Fund. The Agent for the Sponsors has
agreed to perform these sales for the Trustee. The sale proceeds will be net of
any incidental expenses involved in the sales. At this time the Sponsors may
offer to Holders the option of having their Units redeemed in kind and the
distributed Securities sold by the Distribution Agent; the proceeds would then
be invested in units of a new Series of the Fund, if one is being offered, at a
reduced sales charge. The Sponsors are under no obligation to create a new
Series of the Fund, however, or to offer Holders this kind of redemption and
reinvestment option.

Securities will be sold as quickly as possible during the Liquidation
Period without in the judgment of the Agent for the Sponsors materially
adversely affecting the market price of the Securities, but it is expected that
all of the Securities will in any event be disposed of by the end of the
Liquidation Period. It is not expected that the period will be longer than one
month, and it could be as short as one day, depending on the liquidity of the
Securities being sold. The liquidity of any Security depends on the daily
trading volume of the Security and the amount available for sale on any
particular day.

It is expected (but not required) that the following guidelines will
generally be followed in selling the Securities: highly liquid Securities will
generally be sold on the first day of the Liquidation Period; for less liquid
Securities, on each of the first two days of the Liquidation Period, any amount
of any underlying Securities will generally be sold at a price no less than one
point under the last closing sale price of those Securities. Thereafter, the
price limit will increase to one point under the last closing sale price. After
four days, it is currently intended that at least a fraction of the remaining
underlying Securities will be sold, the numerator of which is one and the
denominator of which is the total number of days remaining (including that day)
in the Liquidation Period without any price restrictions. Of course, no
assurances can be given that the market value of the Securities will not be
adversely affected during the Liquidation Period.

The Fund might reduce to the Minimum Value of Fund listed on p A-3 because
of the lesser number of Units in the Fund, and possibly also due to a value
reduction, however temporary, in Units caused by Merrill Lynch's sales of
Securities (see Investment Summary--Termination); if so, the Sponsors could then
choose to liquidate the Fund without the consent of the remaining Holders (see
Fund Structure).

The Indenture will terminate upon the sale, or other disposition of the
last Security held thereunder but in no event is it to continue beyond the
mandatory termination date set forth under Investment Summary. The Indenture may
be terminated by the Sponsors if the value of the Fund is less than the minimum
value set forth under Investment Summary, and may be terminated at any time by
Holders of 51% of the Units (Sections 8.01(g)

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and 9.01). The Trustee will deliver written notice of any termination to each
Holder within a reasonable period of time prior to the termination, specifying
the times at which the Holders may surrender their Certificates for
cancellation. Within a reasonable period of time after the termination, the
Trustee must sell all of the Securities then held and distribute to each Holder,
upon surrender for cancellation of his Certificates and after deductions for
accrued but unpaid fees, taxes and governmental and other charges, the Holder's
interest in the Income and Capital Accounts (Section 9.01). This distribution
will normally be made by mailing a check in the amount of each Holder's interest
in these accounts to the address of the Holder appearing on the record books of
the Trustee.

EXPENSES AND CHARGES

INITIAL EXPENSES

The fee to be paid to the REIT Consultant, Cohen & Steers, in connection
with the use of its research in the selection of the initial REITs for the Fund,
will be paid from the Underwriting Account at no charge to the Fund. In
addition, all other expenses incurred in establishing the Fund, including the
cost of the initial preparation and printing of documents relating to the Fund,
the initial fees and expenses of the Trustee, legal expenses, advertising and
selling expenses and any other out-of-pocket expenses, will be paid by the
Underwriting Account at no charge to the Fund.

FEES

An estimate of the total annual expenses of the Fund is set forth under
Investment Summary. The annual fee to be paid by the Fund to the REIT Consultant
for performing ongoing research on the REITs in the Fund and the REIT industry
generally shall be the amount set forth under Investment Summary, based on the
number of Units outstanding, to holders of record, on each date of payment. The
Annual Portfolio Supervision Fee is based on the number of Units in the Fund on
the Initial Date of Deposit and on the first business day of each calendar year
thereafter, except that if in any calendar year Additional Securities are
deposited, the fee for the balance of the year will be based on the number of
Units on each Record Day. (Section 3.04). This fee, which is not to exceed the
maximum amount set forth under Investment Summary, may exceed the actual costs
of providing portfolio supervisory services for this Fund, but at no time will
the total amount they receive for portfolio supervisory services rendered to all
series of Defined Asset Funds--Equity Income Fund in any calendar year exceed
the aggregate cost to them of supplying these services in that year (Section
7.06). In addition, the Sponsors may also be reimbursed for bookkeeping or other
administrative services provided to the Fund in amounts not exceeding their
costs of providing these services (Sections 3.04 and 7.06). The Trustee (or
Co-Trustees, in the case of Investors Bank & Trust Company and the First
National Bank of Chicago) receives for its services as Trustee and for
reimbursement of expenses incurred on behalf of the Fund, payable in monthly
installments, the amount per 1,000 Units set forth under Investment Summary as
Trustee's Annual Fee and Expenses, which includes the estimated Annual Portfolio
Supervision Fee, estimated reimbursable bookkeeping or other administrative
expenses paid to the Sponsors and certain auditing, printing and mailing
expenses. (Section 3.17). Expenses in excess of the amount so included will be
borne by the Fund. The Trustee also receives benefits to the extent that it
holds funds on deposit in the various non-interest bearing accounts created
under the Indenture. The foregoing fees may be adjusted for inflation in
accordance with the terms of the Indenture without approval of Holders (Sections
4.02, 7.06 and 8.05). That portion of the Annual REIT Consultant's Fee to be
paid by Holders is $1.50 per 1,000 Units payable in quarterly installments.

OTHER CHARGES

Other charges which may be incurred by the Fund include: (a) fees of the
Trustee for extraordinary services (Section 8.05), (b) certain extraordinary
expenses of the Trustee (including legal and auditing expenses) and of counsel
designated by the Sponsors (Sections 3.04, 3.10, 8.01(e), 8.03 and 8.05), (c)
various governmental charges (Sections 3.03 and 8.01 (h)), (d) expenses and
costs of action taken to protect the Fund and the rights and interests of
Holders (Sections 7.06 and 8.01(d)), (e) indemnification of the Trustee for any
losses, liabilities and expenses incurred without gross negligence, bad faith or
wilful misconduct on its part (Section 8.05), (f) indemnification of the
Sponsors for any losses, liabilities and expenses incurred without gross
negligence, bad faith or wilful misconduct (Section 7.05(b)) and (g)
expenditures incurred in contacting Holders upon termination of the Fund
(Section 9.02). The amounts of these charges and fees are secured by a lien on
the Fund and, if the balances in the Income and Capital Accounts (see below) are
insufficient, the Trustee has the power to sell Securities to pay these amounts
(Section 8.05).

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ADMINISTRATION OF THE FUND

RECORDS

The Trustee keeps a register of the names, addresses and holdings of all
Holders. The Trustee also keeps records of transactions of the Fund, including a
current list of the Securities and a copy of the Indenture, which records are
available to Holders for inspection at the office of the Trustee at reasonable
times during business hours (Sections 8.02 and 8.04).

ACCOUNTS AND DISTRIBUTIONS

Dividends payable to the Fund are credited by the Trustee to an Income
Account, as of the date on which the Fund is entitled to receive the dividends
as a Holder of record of the Securities. Other receipts, including amounts
received upon the sale of rights pursuant to Section 3.08 of the Indenture, are
credited to a Capital Account (Sections 3.01 and 3.02). Subject to the
Reinvestment Plan described below, the Monthly Income Distribution for each
Holder as of each Record Day will be made on the following Distribution Day or
shortly thereafter and shall consist of an amount, computed monthly by the
Trustee, substantially equal to one-twelfth of the Holder's pro rata share of
the estimated annual income to the Income Account, after deducting estimated
expenses. There is no assurance that actual distributions will be made since all
dividends received may be used to pay expenses.

An amount equal to any capital gain net income (i.e., the excess of capital
gains over capital losses) recognized by the Fund in any taxable year will be
distributed to Holders shortly after the end of the year. In order to meet
certain tax requirements the Fund may make a special distribution of income,
including capital gains, to Holders of record as of a date in December. Proceeds
received from the disposition of any of the Securities which are not used to
make the distribution of capital gain net income, for redemption of Units or
reinvested in substitute Securities will be held in the Capital Account to be
distributed on the next succeeding Distribution Day. The first distribution for
persons who purchase Units between a Record Day and a Distribution Day will be
made on the second Distribution Day following their purchase of Units. No
distribution need be made from the Capital Account, other than distributions of
capital gains, if the balance therein is less than the amount set forth under
Investment Summary--Capital Distributions (Section 3.04). A Reserve Account may
be created by the Trustee by withdrawing from the Income or Capital Accounts,
from time to time, those amounts as it deems requisite to establish a reserve
for any taxes or other governmental charges that may be payable out of the Fund
(Section 3.03). Funds held by the Trustee in the various accounts created under
the Indenture do not bear interest (Section 8.01).

REINVESTMENT PLAN

Monthly income distributions, annual distributions of any net capital gain
net income (i.e. the excess of capital gains over capital losses) and other
capital distributions in respect of the Units may be reinvested by participating
in the Fund's reinvestment plan (the 'Reinvestment Plan'). Reinvesting helps to
compound your income. A Holder (including any Holder which is a broker or
nominee of a bank or other financial institution) may indicate to the Trustee,
by filing the written notice of election accompanying this Prospectus or by
notice to the Holder's account executive or sales representative, that he wishes
such distributions to be automatically invested in additional Units (or
fractions thereof) of the Fund. The Holder's completed notice of election to
participate in the Reinvestment Plan must be received by the Trustee at least
ten days prior to the Record Date applicable to any distribution in order for
the Reinvestment Plan to be in effect as to such distribution and will remain
effective until notice to the contrary is timely received by the Trustee.
Holders who elect to reinvest their distributions will receive additional Units
and therefore will increase their proportionate ownership of the Fund relative
to the proportionate ownership of those Holders who receive their distributions
in cash. Any such election will not reduce the income per Unit distributed to
Holders. Elections may be modified or revoked on similar notice.

Reinvestment Plan distributions may be reinvested in Units already held in
inventory by the Sponsors (see Market for Units) or, until such time as
additional Units cease to be issued by the Fund (see Description of the
Fund--Structure), distributions may be reinvested in such additional Units. If
Units are unavailable in the secondary market, distributions which would
otherwise have been reinvested shall be paid to the Holder on the applicable
Distribution Day.

Purchases made pursuant to the Reinvestment Plan will be made without
initial sales charge at the net asset value for Units of the Fund (but will be
subject to subsequently deducted deferred sales charges). Under the Reinvestment
Plan, the Fund will pay the distributions to the Trustee which in turn will
purchase for the Holder

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<PAGE>
full and fractional Units of the Fund at the price determined as of the close of
business on the Distribution Day and will add the Units to the Holder's account
and send the Holder an account statement reflecting the reinvestment.

The Trustee will issue Certificates for whole units purchased through the
Reinvestment Plan only if the Holder so requests. Certificates will not be
issued for fractional units. The Trustee will credit each Holder's account with
the number of units purchased with such Holder's reinvested distribution. Each
Holder receives account statements at least annually or after each Reinvestment
Plan transaction to provide the Holder with a record of the total number of
units in his account. This relieves the Holder of responsibility for safekeeping
of Certificates and, should he sell his units, eliminates the need to deliver
certificates. The Holder may at any time request the Trustee (at the Fund's
cost) to issue Certificates for full Units. The cost of administering the
Reinvestment Plan will be borne by the Fund and thus indirectly by all Holders.

The Sponsors may at any time cease to offer the Reinvestment Plan. After
that time, all Holders of the Fund, including those who participate in the
Reinvestment Plan, will receive all Monthly Distributions in cash unless the
Sponsors provide another reinvestment alternative at this time.

Holders of Units in IRA's, Keogh plans, and other tax-deferred retirement
plans should consult with their plan custodian as to the appropriate disposition
of distributions (see Taxes--Retirement Plans).

PORTFOLIO SUPERVISION

The Fund is a unit investment trust which normally follows a buy and hold
investment strategy and is not actively managed. However, the Portfolio is
regularly reviewed. Traditional methods of investment management for a managed
fund (such as a mutual fund) typically involve frequent changes in a portfolio
of securities on the basis of economic, financial and market analyses. The
Portfolio of the Fund, however, will not be actively managed and therefore the
adverse financial condition of an issuer will not necessarily require the sale
of its Securities from the Portfolio. In the event a public tender offer is made
for a Security or a merger or acquisition is announced affecting a Security,
Merrill Lynch, as agent for the Sponsors, may instruct the Trustee to tender or
sell the Security on the open market when in its opinion it is in the best
interest of the Holders of the Units to do so. The proceeds realized from the
tender or sale of any Security will be distributed to Holders unless reinvested
in Replacement Securities in accordance with provisions of the Indenture. The
Sponsors may also direct the disposition of Securities upon default in payment
of amounts due on any of the Securities, the delisting of any of the Securities
from the New York Stock Exchange or the American Stock Exchange, institution of
certain legal proceedings, default under certain documents materially and
adversely affecting future declaration or payment of amounts due, or decline in
price or the occurrence of other market or credit factors that in the opinion of
the Sponsors, based upon information supplied by the REIT Consultant and other
available market research, and any other factors the Sponsors deem relevant,
would make the retention of these Securities detrimental to the interest of the
Holders, or if the disposition of these Securities is necessary in order to
enable the Fund to make distributions of the Fund's capital gain net income or
desirable in order to maintain the qualification of the Fund as a regulated
investment company under the Code (Section 3.08). If a default in the payment of
amounts due on any Security occurs and if the Sponsors fail to give instructions
to sell or hold that Security, the Indenture provides that the Trustee, within
30 days of that failure by the Sponsors, may sell the Security (Section 3.12).

The Sponsors are authorized to direct the reinvestment of the proceeds of
the sale of Securities, as well as moneys held to cover the purchase of
Securities pursuant to contracts which have failed, in Additional Securities or
in Replacement Securities which satisfy certain conditions specified in the
Indenture including, among other conditions, requirements that the Replacement
Securities shall be selected by the Sponsors from a list of securities
maintained by them and updated from time to time and shall be publicly traded
REITs having, in the opinion of the Sponsors, characteristics sufficiently
similar to the characteristics of the other Securities in the Fund as to be
acceptable for acquisition by the Fund. The Securities on the current list
maintained by the Sponsors and updated from time to time from which Replacement
Securities are to be selected are set forth under Investment Summary. Whenever a
Security has been eliminated by the Fund, the Trustee shall, within five days
thereafter, notify all Holders of the sale of the Security eliminated and the
acquisition of the Replacement Security. If Replacement Securities are not
acquired with respect to a Failed Security, the Sponsors will, on or before the
next following Distribution Day, cause to be refunded the attributable sales
charge, plus the attributable Cost of Securities to Fund listed under Portfolio,
plus income attributable to the Failed Security.

The Indenture also requires that the purchase of the Replacement Securities
will not (i) disqualify the Fund as a regulated investment company under the
Code, (ii) result in more than 10% of the Fund consisting of securities

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<PAGE>
of a single issuer (or of two or more issuers which are Affiliated Persons as
this term is defined in the Investment Company Act of 1940) which are not
registered and are not being registered under the Securities Act of 1933 or
(iii) result in the Fund owning more than 50% of any single issue which has been
registered under the Securities Act of 1933 (Section 3.06).

The Indenture also authorizes the Sponsors to increase the size and number
of Units of the Fund by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with instructions
to purchase Additional Securities in exchange for the corresponding number of
additional Units subsequent to the Initial Date of Deposit, provided that the
original proportionate relationship among the number of shares of each Security
established on the Initial Date of Deposit (the 'Original Proportionate
Relationship') is maintained to the extent practicable.

With respect to deposits of Additional Securities (or cash or a letter of
credit with instructions to purchase Additional Securities), in connection with
creating additional Units of the Fund, the Sponsors may specify the minimum
numbers in which Additional Securities will be deposited or purchased. If a
deposit is not sufficient to acquire minimum amounts of each Security,
Additional Securities may be acquired in the order of the Security most
under-represented immediately before the deposit when compared to the Original
Proportionate Relationship. If Securities of an issue originally deposited are
unavailable at the time of subsequent deposit, or cannot be purchased at
reasonable prices or their purchase is prohibited or restricted by law,
regulation or policies applicable to the Fund or any of the Sponsors, the
Sponsors may (1) deposit cash or a letter of credit with instructions to
purchase the Security when practicable, or (2) deposit (or instruct the Trustee
to purchase) either Securities of one or more other issues originally deposited
or a Replacement Security that satisfies the conditions for Replacement
Securities that are set forth above.

REPORTS TO HOLDERS

With each distribution, the Trustee will furnish Holders with a statement
of the amounts of income and the amounts of other receipts, if any, which are
being distributed, expressed in each case as a dollar amount per Unit. After the
end of each calendar year during which a Monthly Income Distribution was made
and following the termination of the Fund, the Trustee will furnish to each
person who at any time during the calendar year was a Holder of record, a
statement (i) summarizing transactions for that year in the Income and Capital
Accounts, (ii) identifying Securities sold and purchased during the year and
listing Securities held and the number of Units outstanding at the end of that
calendar year, (iii) stating the Redemption Price per Unit based upon the
computation thereof made at the end of that calendar year and (iv) specifying
the amounts distributed during that calendar year from the Income and Capital
Accounts (Section 3.07). The accounts of the Fund shall be audited at least
annually by independent certified public accountants designated by the Sponsors
and the report of the accountants shall be furnished by the Trustee to Holders
upon request (Section 8.01(e)).

CERTIFICATES

Certain of the Sponsors may collect additional charges for registering and
shipping Certificates to purchasers. These Certificates are transferable or
interchangeable upon presentation at the office of the Trustee, with a payment
of $2.00 if required by the Trustee (or other amounts specified by the Trustee
and approved by the Sponsors) for each new Certificate and any sums payable for
taxes or other governmental charges imposed upon the transaction (Section 6.01)
and compliance with the formalities necessary to redeem Certificates (see
Redemption). Mutilated, destroyed, stolen or lost Certificates will be replaced
upon delivery of satisfactory indemnity and payment of expenses incurred
(Section 6.02).

AMENDMENT

The Sponsors and Trustee may amend the Indenture, without the consent of
the Holders, (a) to cure any ambiguity or to correct or supplement any provision
thereof which may be defective or inconsistent, (b) to change any provision
thereof as may be required by the SEC or any successor governmental agency, (c)
to add or change any provision as may be necessary or advisable for the
continuing qualification of the Fund as a regulated investment company under the
Code or (d) to make any other provisions which do not materially adversely
affect the interest of the Holders (as determined in good faith by the
Sponsors). The Indenture may also be amended in any respect by the Sponsors and
the Trustee, or any of the provisions thereof may be waived, with the consent of
the Holders of 51% of the Units, provided that none of these amendments or
waivers will reduce the interest in the Fund of any Holder without the consent
of the Holder or reduce the percentage of Units required to consent to any of
these amendments or waivers without the consent of all Holders (Section 10.01).

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RESIGNATION, REMOVAL AND LIMITATIONS ON LIABILITY

TRUSTEE

The Trustee or any successor may resign upon notice to the Sponsors. The
Trustee may be removed upon the direction of the Holders of 51% of the Units at
any time or by the Sponsors without the consent of any of the Holders if the
Trustee becomes incapable of acting or becomes bankrupt or its affairs are taken
over by public authorities or if for any reason the Sponsors determine in good
faith that the replacement of the Trustee is in the best interest of the
Holders. The resignation or removal shall become effective upon the acceptance
of appointment by the successor which may, in the case of a resigning or removed
Co-Trustee, be one or more of the remaining Co-Trustees. In case of resignation
or removal the Sponsors are to use their best efforts to appoint a successor
promptly and if upon resignation of the Trustee no successor has accepted
appointment within thirty days after notification, the Trustee may apply to a
court of competent jurisdiction for the appointment of a successor (Section
8.06). The Trustee shall be under no liability for any action taken in good
faith in reliance on prima facie properly executed documents or for the
disposition of monies or Securities under the Indenture. This provision,
however, shall not protect the Trustee in cases of wilful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and duties. In
the event of the failure of the Sponsors to act, the Trustee may act under the
Indenture and shall not be liable for any of these actions taken in good faith.
The Trustee shall not be personally liable for any taxes or other governmental
charges imposed upon or in respect of the Securities or upon the interest
thereon. In addition, the Indenture contains other customary provisions limiting
the liability of the Trustee (Sections 8.01 and 8.05).

SPONSORS

Each Sponsor is a Delaware corporation and is engaged in the underwriting,
securities and commodities brokerage business, and is a member of the New York
Stock Exchange, Inc., other major securities exchanges and commodity exchanges,
and the National Association of Securities Dealers, Inc. Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Merrill Lynch Asset Management, Inc., a Delaware
corporation and subsidiary of Merrill Lynch & Co., Inc., the parent of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, are engaged in the investment
advisory business. Smith Barney Inc., an investment banking and securities
broker-dealer firm, is an indirect wholly-owned subsidiary of The Travelers Inc.
PaineWebber Incorporated is engaged in the investment advisory business and is a
wholly owned subsidiary of PaineWebber Group Inc. Prudential Securities
Incorporated, a wholly-owned subsidiary of Prudential Securities Group Inc. and
an indirect wholly-owned subsidiary of the Prudential Insurance Company of
America, is engaged in the investment advisory business. Dean Witter Reynolds
Inc., a principal operating subsidiary of Dean Witter, Discover & Co. is engaged
in the investment advisory business. Each Sponsor or one of its predecessor
corporations, has acted as Sponsor of a number of series of unit investment
trusts. Each Sponsor has acted as principal underwriter and managing underwriter
of other investment companies. The Sponsors, in addition to participating as
members of various selling groups or as agents of other investment companies,
execute orders on behalf of investment companies for the purchase and sale of
securities of these companies and sell securities to these companies in their
capacities as brokers or dealers in securities.

Each Sponsor (or a predecessor) has acted as Sponsor of series of Defined
Asset Funds. A subsidiary of Merrill Lynch, Pierce, Fenner & Smith Incorporated
succeeded in 1970 to the business of Goodbody & Co., which had been a co-Sponsor
of Defined Asset Funds since 1964. That subsidiary resigned as Sponsor of each
of the Goodbody series in 1971. Merrill Lynch, Pierce, Fenner & Smith
Incorporated has been co-Sponsor and the Agent for the Sponsors of each series
of Defined Asset Funds created since 1971. Shearson Lehman Brothers Inc.
('Shearson') and certain of its predecessors were underwriters beginning in 1962
and co-Sponsors from 1965 to 1967 and from 1980 to 1993 of various Defined Asset
Funds. As a result of the acquisition of certain of Shearson's assets by Smith
Barney, Harris Upham & Co. and Primerica (now The Travelers Inc.), Smith Barney
Inc. now serves as co-Sponsor of various Defined Asset Funds. Prudential
Securities Incorporated and its predecessors have been underwriters of Defined
Asset Funds since 1961 and co-Sponsors since 1964, in which year its predecessor
became successor co-Sponsor to the original Sponsor. Dean Witter Reynolds Inc.
and its predecessors have been underwriters of various Defined Asset Funds since
1964 and co-Sponsors since 1974. PaineWebber Incorporated and its predecessor
have co-Sponsored certain Defined Asset Funds since 1983.

The Sponsors have maintained secondary markets in these funds for over 20
years. For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Different Defined Asset
Funds offer an array of investment choices, suited to fit a wide variety of
personal financial goals--a buy and hold strategy for capital accumulation, such
as for children's education or a nest egg for retirement, or attractive, regular
current income consistent with relative protection of capital. There are Defined
Asset Funds to meet the needs of just about any investor. Unit investment trusts
are particularly suited for the many investors who prefer to seek long-term
profits by purchasing sound investments and holding them, rather than through
active trading. Few individuals have the knowledge, resources or capital to buy
and hold a

18
<PAGE>
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain comparable breadth and diversity. Sometimes it takes a
combination of Defined Asset Funds to plan for your objectives.

The following chart shows the average annual compounded rate of return of
selected asset classes over the 10-year and 20-year periods ending December 31,
1993, compared to the rate of inflation over the same periods. Of course, this
chart represents past performance of these investments and is no guarantee of
future results of the Funds. Funds also have sales charges and expenses.

Stocks (S&P 500)

20 yr 12.76%

10 yr 14.94%

Small-company stocks

20 yr 18.82%

10 yr 9.96%

Long-term corporate bonds

20 yr 10.16%

10 yr 14.00%

U.S. Treasury bills (short-term)

20 yr 7.49%

10 yr 6.35%

Consumer Price Index

20 yr 5.92%

10 yr 3.73%

0 2 4 6 8 10
12 14 16 18

20%

Source: Ibbotson Associates (Chicago).
Used with permission. All rights reserved.

Instead of having to select individual securities on their own, purchasers
of Defined Funds benefit from the expertise of Defined Asset Funds' experienced
buyers and research analysts. In addition, they gain the advantage of
diversification by investing in units of a Defined Fund holding securities of
several different issuers. Such diversification can reduce risk, but does not
eliminate it. While the portfolio of a managed fund, such as a mutual fund,
continually changes, defined bond funds offer a defined portfolio and a schedule
of income distributions identified in the prospectus. Investors know, generally,
when they buy, the issuers, maturities, call dates and ratings of the securities
in the portfolio. Of course, the portfolio may change somewhat over time as
additional securities are deposited, as securities mature or are called or
redeemed or as they are sold to meet redemptions and in certain other limited
circumstances. Investors also know at the time of purchase their estimated
income and current and long-term returns, subject to credit and market risks and
to changes in the portfolio or fund expenses.

Defined Asset Funds offers a variety of fund types. The tax exemption of
municipal securities, which makes them attractive to high-bracket taxpayers, is
offered by Defined Municipal Investment Trust Funds. Municipal Defined Funds
offer a simple and convenient way for investors to earn monthly income free from
regular Federal income tax. Defined Municipal Investment Trust Funds have
provided investors with tax-free income for more than 30 years. Defined
Corporate Income Funds, with higher current returns than municipal or government
funds, are suitable for Individual Retirement Accounts and other tax-advantaged
accounts and provide monthly income. Defined Government Securities Income Funds
provide a way to participate in markets for U.S. government securities while
earning an attractive current return. Defined International Bond Funds, invested
in

19
<PAGE>

bonds payable in foreign currencies, offer the potential to profit from changes
in currency values and possibly from interest rates higher than paid on
comparable US bonds, but investors incur a higher risk for these potentially
greater returns. Historically, stocks have offered growth of capital, and thus
some protection against inflation, over the long term. Defined Equity Income
Funds offer participation in the stock market, providing current income as well
as the possibility of capital appreciation. The S&P Index Trusts offer a
convenient and inexpensive way to participate in broad market movements. Concept
Series seek to capitalize on selected anticipated economic, political or
business trends. Utility Stock Series, consisting of stocks of issuers with
established reputations for regular cash dividends, seek to benefit from
dividend increases. Select Ten Portfolios seek total return by investing for one
year in the ten highest yielding stocks on a designated stock index.

EXCHANGE OPTION

It is expected that exchanges at a reduced sales charge will be offered
with future series of Equity Income Fund, Concept Series having deferred sales
charges as those Series become available.

20
<PAGE>

Def ined
Asset FundsSM

SPONSORS: EQUITY INCOME FUND
Merrill Lynch, Concept Series
Pierce, Fenner & Smith Inc. Real Estate Income Fund
Unit Investment Trusts A Unit Investment Trust
P.O. Box 9051 PROSPECTUS
Princeton, N.J. 08543-9051 This Prospectus does not contain all of
(609) 282-8500 the information with respect to the
Smith Barney Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits
Two World Trade Center relating thereto which have been filed
101st Floor with the Securities and Exchange
New York, N.Y. 10048 Commission, Washington, D.C. under the
(800) 298-UNIT Securities Act of 1933 and the
PaineWebber Incorporated Investment Company Act of 1940, and to
1200 Harbor Blvd. which reference is hereby made.
Weehawken, N.J. 07087 No person is authorized to give any
(201) 902-3000 information or to make any
Prudential Securities Incorporated representations with respect to the
One Seaport Plaza Fund not contained in this Prospectus;
199 Water Street and any information or representation
New York, N.Y. 10292 not contained herein must not be relied
(212) 776-1000 upon as having been authorized. This
Dean Witter Reynolds Inc. Prospectus does not constitute an offer
Two World Trade Center--59th Floor to sell, or a solicitation of an offer
New York, N.Y. 10048 to buy, securities in any state to any
(212) 392-2222 person to whom it is not lawful to make
INDEPENDENT ACCOUNTANTS: such offer in such state.
Deloitte & Touche
1633 Broadway
3rd Floor
New York, N.Y. 10048
TRUSTEE:
The Chase Manhattan Bank, N.A.
Unit Trust Department
Box 2051
New York, NY 10048
1-800-323-1508

14865--6/94

21
<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

A. THE FOLLOWING INFORMATION RELATING TO THE DEPOSITORS IS INCORPORATED BY
REFERENCE TO
THE SEC FILINGS INDICATED AND MADE A PART OF THIS REGISTRATION STATEMENT.

SEC FILE OR
IDENTIFICATION
NUMBER
--------------------

I. Bonding Arrangements and Date of Organization of the
Depositors filed pursuant to Items A and B of
Part II of the Registration Statement on Form
S-6 under the Securities Act of 1933:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 2-52691
Smith Barney Inc............................. 33-29106
PaineWebber Incorporated..................... 2-87965
Prudential Securities Incorporated........... 2-61418
Dean Witter Reynolds Inc..................... 2-60599

II. Information as to Officers and Directors of the
Depositors filed pursuant to Schedules A and D
of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 8-7721
Smith Barney Inc............................. 8-8177
PaineWebber Incorporated..................... 8-16267
Prudential Securities Incorporated........... 8-12321
Dean Witter Reynolds Inc..................... 8-14172

III. Charter documents of the Depositors filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 2-73866, 2-77549
Smith Barney Inc............................. 33-20499
PaineWebber Incorporated..................... 2-87965, 2-87965
Prudential Securities Incorporated........... 2-86941, 2-86941
Dean Witter Reynolds Inc..................... 2-60599, 2-86941

B. The Internal Revenue Service Employer Identification
Numbers of the Sponsors and Trustee are as
follows:

Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................. 13-5674085
Smith Barney Inc............................. 13-1912900
PaineWebber Incorporated..................... 13-2638166
Prudential Securities Incorporated........... 13-6134767
Dean Witter Reynolds Inc..................... 94-1671384
The Chase Manhattan Bank, N.A., Trustee...... 13-2633612

II-1
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
THE REGISTRATION STATEMENT ON FORM S-6 COMPRISES THE FOLLOWING PAPERS AND
DOCUMENTS:

THE FACING SHEET OF FORM S-6.

THE CROSS-REFERENCE SHEET (INCORPORATED BY REFERENCE FROM THE CROSS-REFERENCE
SHEET OF THE REGISTRATION STATEMENT OF THE EQUITY INCOME FUND, SIXTH UTILITY
COMMON STOCK SERIES, 1933 ACT FILE NO. 2-86836). ADDITIONAL INFORMATION NOT
INCLUDED IN THE PROSPECTUS (PART II).

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS.

THE FOLLOWING EXHIBITS:

1.1 --FORM OF TRUST INDENTURE.

1.1.1 --FORM OF STANDARD TERMS AND CONDITIONS OF TRUST EFFECTIVE AS OF OCTOBER
21, 1993 (INCORPORATED BY REFERENCE TO EXHIBIT 1.1.1 TO THE
REGISTRATION STATEMENT OF MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE
SERIES--48, 1933 ACT FILE NO. 33-50247.)

1.2 --FORM OF MASTER AGREEMENT AMONG UNDERWRITERS (INCORPORATED BY REFERENCE
TO EXHIBIT 1.2 TO THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933 OF THE CORPORATE INCOME FUND, ONE HUNDRED NINETY-FOURTH
MONTHLY PAYMENT SERIES, 1933 ACT FILE NO. 2-90925).

2.1 --FORM OF CERTIFICATE OF BENEFICIAL INTEREST (INCLUDED IN EXHIBIT 1.1.1)

3.1 --OPINION OF COUNSEL AS TO THE LEGALITY OF THE SECURITIES BEING ISSUED
INCLUDING THEIR CONSENT TO THE USE OF ITS NAME UNDER THE HEADING
'MISCELLANEOUS--LEGAL OPINION' IN THE PROSPECTUS.

9.1 --FORM OF CONSULTANT'S AGREEMENT.

R-1
<PAGE>
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 15TH DAY OF
JUNE, 1994.

SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.

A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED HAS SIGNED THIS REGISTRATION STATEMENT OR AMENDMENT
TO THE REGISTRATION STATEMENT PURSUANT TO POWERS OF ATTORNEY AUTHORIZING THE
PERSON SIGNING THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO DO SO ON BEHALF OF SUCH MEMBERS.

A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF SMITH BARNEY INC. HAS
SIGNED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT
PURSUANT TO POWERS OF ATTORNEY AUTHORIZING THE PERSON SIGNING THIS REGISTRATION
STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO DO SO ON BEHALF OF SUCH
MEMBERS.

A MAJORITY OF THE MEMBERS OF THE EXECUTIVE COMMITTEE OF THE BOARD OF
DIRECTORS OF PAINEWEBBER INCORPORATED HAS SIGNED THIS REGISTRATION STATEMENT OR
AMENDMENT TO THE REGISTRATION STATEMENT PURSUANT TO POWERS OF ATTORNEY
AUTHORIZING THE PERSON SIGNING THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT TO DO SO ON BEHALF OF SUCH MEMBERS.

A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF PRUDENTIAL SECURITIES
INCORPORATED HAS SIGNED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE
REGISTRATION STATEMENT PURSUANT TO POWERS OF ATTORNEY AUTHORIZING THE PERSON
SIGNING THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT
TO DO SO ON BEHALF OF SUCH MEMBERS.

A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF DEAN WITTER REYNOLDS
INC. HAS SIGNED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT PURSUANT TO POWERS OF ATTORNEY AUTHORIZING THE PERSON SIGNING THIS
REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO DO SO ON
BEHALF OF SUCH MEMBERS.

R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

BY THE FOLLOWING PERSONS, WHO CONSTITUTE POWERS OF ATTORNEY HAVE BEEN FILED
A MAJORITY OF UNDER
THE BOARD OF DIRECTORS OF MERRILL FORM SE AND THE FOLLOWING 1933 ACT
LYNCH, PIERCE, FILE
FENNER & SMITH INCORPORATED: NUMBER: 33-43466

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
BY
ERNEST V. FABIO
(AS AUTHORIZED SIGNATORY FOR MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED AND
ATTORNEY-IN-FACT FOR THE PERSONS LISTED ABOVE)

R-3
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

BY THE FOLLOWING PERSONS, WHO CONSTITUTE POWERS OF ATTORNEY HAVE BEEN FILED
A MAJORITY OF UNDER THE
THE BOARD OF DIRECTORS OF SMITH BARNEY FOLLOWING 1933 ACT FILE NUMBERS:
INC.: 33-49753 AND 33-51607

RONALD A. ARTINIAN
STEVEN D. BLACK
JAMES BOSHART III
ROBERT A.CASE
ROBERT K. DIFAZIO
JAMES DIMON
ROBERT DRUSKIN
HERBERT DUNN
TONI ELLIOTT
LEWIS GLUCKSMAN
ROBERT F. GREENHILL
THOMAS GUBA
HENRY U. HARRIS
JOHN B. HOFFMAN
A. RICHARD JANIAK, JR.
HERBERT B. KANE
ROBERT Q. JONES
JEFFREY LANE
JACK H. LEHMAN III
ROBERT H. LESSIN
JOEL N. LEVY
THOMAS A. MAGUIRE, JR.
HOWARD D. MARSH
JOHN F. MCCANN
WILLIAM J. MILLS II
JOHN C. MORRIS
CHARLES O'CONNOR
HUGH J. O'HARE
JOSEPH J. PLUMERI II
JACK L. RIVKIN
A. GEORGE SAKS
BRUCE D. SARGENT
DON M. SHAGRIN
DAVID M. STANDRIDGE
MELVIN B. TAUB
JACQUES S. THERIOT
STEPHEN J. TREADWAY
PAUL UNDERWOOD
PHILIP M. WATERMAN

BY
GINA LEMON
(AS AUTHORIZED SIGNATORY FOR
SMITH BARNEY INC. AND
ATTORNEY-IN-FACT FOR THE PERSONS LISTED ABOVE)

R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

BY THE FOLLOWING PERSONS, WHO CONSTITUTE POWERS OF ATTORNEY HAVE BEEN FILED
A MAJORITY OF UNDER
THE EXECUTIVE COMMITTEE OF THE BOARD FORM SE AND THE FOLLOWING 1933 ACT
OF DIRECTORS FILE
OF PAINEWEBBER INCORPORATED: NUMBER: 33-28452

JOHN A. BULT
PAUL B. GUENTHER
DONALD B. MARRON
JAMES C. TREADWAY
BY
ROBERT E. HOLLEY
(AS AUTHORIZED SIGNATORY FOR PAINEWEBBER INCORPORATED
AND ATTORNEY-IN-FACT FOR THE PERSONS LISTED ABOVE)

R-5
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

BY THE FOLLOWING PERSONS, WHO CONSTITUTE POWERS OF ATTORNEY HAVE BEEN FILED
A MAJORITY OF UNDER FORM SE AND THE FOLLOWING 1933
THE EXECUTIVE COMMITTEE OF THE BOARD ACT FILE NUMBER: 33-41631
OF DIRECTORS OF
PRUDENTIAL SECURITIES INCORPORATED:

JAMES T. GAHAN
ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
BY
RICHARD R. HOFFMANN
(AS AUTHORIZED SIGNATORY FOR PRUDENTIAL SECURITIES
INCORPORATED AND ATTORNEY-IN-FACT FOR THE PERSONS LISTED ABOVE)

R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

BY THE FOLLOWING PERSONS, WHO CONSTITUTE POWERS OF ATTORNEY HAVE BEEN FILED
A MAJORITY OF UNDER FORM SE AND THE FOLLOWING
THE BOARD OF DIRECTORS OF DEAN WITTER 1933 ACT FILE NUMBER: 33-17085
REYNOLDS INC.:

NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
BY
MICHAEL D. BROWNE
(AS AUTHORIZED SIGNATORY FOR DEAN WITTER REYNOLDS INC.
AND ATTORNEY-IN-FACT FOR THE PERSONS LISTED ABOVE)

R-7
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
THE SPONSORS AND TRUSTEE OF
EQUITY INCOME FUND,
CONCEPT SERIES, REAL ESTATE INCOME FUND, DEFINED ASSET FUNDS:

WE HEREBY CONSENT TO THE USE IN THIS REGISTRATION STATEMENT NO. 33-51869 OF OUR
OPINION DATED JUNE 15, 1994 RELATING TO THE STATEMENT OF CONDITION OF EQUITY
INCOME FUND, CONCEPT SERIES, REAL ESTATE INCOME FUND, DEFINED ASSET FUNDS AND TO
THE REFERENCE TO US UNDER THE HEADING 'AUDITORS' IN THE PROSPECTUS WHICH IS A
PART OF THIS REGISTRATION STATEMENT.

DELOITTE & TOUCHE
New York, N.Y.
June 15, 1994

R-8

Exhibit 1.1

EQUITY INCOME FUND
CONCEPT SERIES - REAL ESTATE INCOME FUND
DEFINED ASSET FUNDS

REFERENCE TRUST INDENTURE

Dated as of June 15, 1994

This Trust Indenture (the "Indenture") sets forth certain
provisions in full and incorporates other provisions by reference to
the document entitled "Standard Terms and Conditions of Trust Effec-
tive October 21, 1993" (the "Standard Terms and Conditions of Trust")
and such provisions as are set forth in full herein and such provi-
sions as are incorporated by reference constitute a single instru-
ment. All references herein to Articles and Sections are to Articles
and Sections of the Standard Terms and Conditions of Trust.

WITNESSETH THAT:

In consideration of the premises and of the mutual
agreements herein contained, the Sponsors and the Trustee agree as
follows:

Part I

STANDARD TERMS AND CONDITIONS OF TRUST

Subject to the provisions of Part II hereof, all the
provisions contained in the Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety
and shall be deemed to be a part of this instrument as fully and
to the same extent as though said provisions had been set forth
in full in this instrument.

<PAGE>

Part II

SPECIAL TERMS AND CONDITIONS OF TRUST

The following special terms and conditions are hereby
agreed to:

(a) The Securities (or contracts for the purchase of such
Securities) listed under "Portfolio" in the Prospectus have been
deposited with (or assigned to) the Trustee under this Indenture, and
the number of Units specified under "Investment Summary" in the
Prospectus have been delivered to, or assigned in the name of or on
the order of, the Sponsors by the Trustee in exchange therefor.

(b) The Sponsors are Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Smith Barney Inc., PaineWebber Incorporated, Prudential
Securities Incorporated and Dean Witter Reynolds Inc.

(d) The Trust is organized as a Regulated Investment Company
for Federal tax purposes.

(e) Units may be held in uncertificated form.

(f) Section 3.08(a) is amended to renumber paragraphs (9) and
(10) as paragraphs (10) and (11) and to insert as new paragraph (9)
the following:

"(9) if such security ceases to be listed on the
New York Stock Exchange;"

-2-

EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
JUNE 15, 1994

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
c/o MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
UNIT INVESTMENT TRUSTS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 292-8500

Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Concept Series, Real Estate Income Fund of Equity Income Fund, Defined Asset
Funds (the 'Fund'), in connection with the issuance of units of fractional
undivided interest in the Fund (the 'Units') in accordance with the Trust
Indenture relating to the Fund (the 'Indenture').

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units field under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the heading 'Miscellaneous--Legal Opinion'.

Very truly yours,
DAVIS POLK & WARDWELL

Exhibit 9.1

June 15, 1994

Cohen & Steers Capital Management, Inc.
757 Third Avenue
New York, NY 10017

CONSULTANT'S AGREEMENT
----------------------

Dear Sirs:

The undersigned, Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch"), as agent for the sponsors of
Equity Income Fund, Concept Series - Real Estate Income Fund
(the "Fund"), hereby engages your research services as
described in this Agreement, in connection with Merrill
Lynch's sponsorship and supervision of the Fund, a unit
investment trust which will invest in various real estate
investment trusts ("REITs") as described in the attached
draft registration statement on Form S-6 (the "Registration
Statement") as filed with the Securities and Exchange
Commission.

Merrill Lynch hereby agrees with you as follows:

1. Provision of list of REITS. You will identify to
--------------------------
Merrill Lynch's Unit Investment Trust Division on a timely
basis in connection with the filing of the Registration
Statement at least 45 REITs (the "Identified REITs")
satisfying the Fund's investment objectives and policies, as
described in the Registration Statement, chosen on the basis
of their high current income and their potential for capital
appreciation during the term of the Fund.

2. Provision of information. You will provide
------------------------
Merrill Lynch's Unit Investment Trust Division with
information on the REIT industry in general to be used by
Merrill Lynch in preparing marketing materials for the Fund.

3. Provision of REIT research. You will regularly
--------------------------
and continuously collect statistical and other factual
information pertaining to the REITs actually deposited into
the portfolio of the Fund (the "Portfolio REITs") and the
REIT industry in general, and (a) provide this information
to Merrill Lynch verbally during monthly conference calls or

<PAGE>

Cohen & Steers Capital
Management, Inc. 2 June 15, 1994

meetings and (b) be available to provide additional
information if needed by Merrill Lynch, to enable Merrill
Lynch to determine, in its sole discretion and based upon
all information available to it, whether, in the interest of
the Fund, to retain, sell, redeem, liquidate or dispose of a
particular Portfolio REIT. In making a decision of this
nature, Merrill Lynch shall take into account whether there
has been a public tender offer for the Portfolio REIT or a
merger or acquisition has been announced affecting the
Portfolio REIT and whether there are Fund unit redemptions
that need to be met. Merrill Lynch shall also consider the
existence of default in payment of amounts due on a
particular Portfolio REIT, the delisting of any Portfolio
REIT from the New York Stock Exchange or the American Stock
Exchange, the institution of certain legal proceedings,
default under certain documents materially and adversely
affecting future declaration or payment of amounts due, or a
decline in price or the occurrence of other market or credit
factors that, in the opinion of Merrill Lynch, would make
the retention of the Portfolio REIT detrimental to the
interest of the Fund's unitholders, or if the disposition of
the Portfolio REIT would be necessary in order to enable the
Fund to make distributions of the Fund's net capital gain
income or desirable in order to maintain the qualification
of the Fund as a regulated investment company under the
United States Internal Revenue Code of 1986, as amended.

4. Exclusive Service. You hereby agree, for a period
-----------------
of 2 years from the date of this Agreement, not to provide
the services in Sections 1, 2 or 3 of this Agreement to any
sponsor of unit investment trusts (as defined in Section
4(2) of the Investment Company Act of 1940) other than
Merrill Lynch.

Merrill Lynch hereby agrees, for a period of 2 years
from the date of this Agreement, to use you to provide the
services in Sections 1, 2 and 3 of this Agreement on the
same terms (including fees to be payable during the entire
term of the applicable unit investment trust) as those set
forth in this Agreement with respect to any unit investment
trust investing in REITs and sponsored by Merrill Lynch
during such 2 year period.

<PAGE>

Cohen & Steers Capital
Management, Inc. 3 June 15, 1994

5. Consultant's Fees. (a) Merrill Lynch hereby
-----------------
agrees to pay you (a) for your services described in
Sections 1 and 2 hereof, $0.25 per 1,000 Units (as defined
below) on August 10, 1994, November 10, 1994, February 10,
1995 and May 10, 1995; and (b) subject to the provisions of
Section 12 hereof, in consideration of your services
described in Section 3 hereof, $0.375 per 1,000 Units on the
10th day of each February, May, August and November
commencing August 10, 1994 during the term of the Fund
(each, a "Payment Date").

"Units" means, as of any Payment Date, the number of
units of the Fund outstanding on that Payment Date.

6. Expenses. You shall be responsible for all of
--------
your own expenses incurred in connection with this
Agreement.

7. Independent Contractor. For all purposes herein,
----------------------
you shall be deemed to be an independent contractor and,
except as otherwise expressly provided herein or authorized
by Merrill Lynch, shall have no authority to act for or
represent Merrill Lynch or the Fund in any way or otherwise
be deemed the agent of either. Neither the sponsors of the
Fund nor the Fund are partners or joint venturers with you
and nothing herein shall be construed so as to make them
partners or joint venturers or impose any liability as such
on any one of them or you.

8. Publicity and Confidentiality. You shall not use
-----------------------------
the name Merrill Lynch or the names of any of the sponsors
of the Fund identified in the Registration Statement, or any
affiliate of Merrill Lynch or any of the sponsors, in any
publicity release or advertising without the prior written
consent of Merrill Lynch, which consent may be withheld in
its sole discretion.

You agree to receive and maintain as confidential all
information received from Merrill Lynch in connection with
this Agreement and you shall not use or disclose such
information for your benefit or the benefit of any of your
other clients. It is expressly understood that all non-
public information furnished by Merrill Lynch pursuant to
this Agreement remains the property of Merrill Lynch and

<PAGE>

Cohen & Steers Capital
Management, Inc. 4 June 15, 1994

that all such information and copies thereof will be
returned to Merrill Lynch upon request. You shall restrict
circulation and communications of such information within
your organization to only those persons and only to the
extent necessary to provide the services under this
Agreement.

Merrill Lynch shall regard as confidential all
information provided by you except as may be expressly
required by applicable law and regulations.

9. Non-Liability. Except where you have been grossly
-------------
negligent, have engaged in willful misconduct or have acted
in bad faith or in reckless disregard of your duties
hereunder, you shall not be liable for any loss or damage
hereunder resulting from your actions or omissions to act or
otherwise.

10. Assignment. Neither party to this Agreement shall
----------
assign this Agreement without the other party's consent.

11. Amendment. No provision of this Agreement may be
---------
amended or waived except by an instrument in writing
executed by the parties hereto.

12. Termination. The services provided for herein
-----------
shall continue in full force and effect until the earliest
of (i) termination by one of the parties hereto, to take
effect subsequent to August 10, 1996, by giving 60 days
prior written notice to the other party or (ii) termination
of the Fund, provided, however, that Merrill Lynch may
terminate this Agreement effective prior to August 10, 1996
on 60 days' notice in the event (a) that either Robert H.
Steers or Martin Cohen ceases to be an active employee of
yours, (b) that a person or persons other than Mr. Steers or
Mr. Cohen acquire a majority ownership interest in your
corporation or (c) of your willful misfeasance, bad faith or
gross negligence in the performance of your duties, or by
reason of your reckless disregard of your obligations and
duties hereunder. Upon termination of this Agreement, any
fees due to you under Section 5 shall be prorated.

13. Indemnification. Merrill Lynch shall indemnify
---------------
you and hold you and each of your officers, employees and

<PAGE>

Cohen & Steers Capital
Management, Inc. 5 June 15, 1994

agents harmless from and against any and all claims,
demands, actions, losses, damages, liabilities, costs,
charges, counsel fees and expenses ("Losses") arising out of
(i) any actual or alleged inaccuracy or omission in any
prospectus or supplement thereto, registration statement or
annual report of the Fund or any other unit investment trust
to which this Agreement relates or any advertising or
promotional material generated by the Fund or Merrill Lynch
or any sponsor or agent of the Fund or any such unit
investment trust, except as stated in the following
paragraph, (ii) any breach by Merrill Lynch of any
representation, warranty, covenant or agreement contained in
this Agreement, (iii) any violation or alleged violation of
any law or regulation applicable to the Fund or any such
other unit investment trust, or applicable to the marketing
of its or their units, including without limitation the
Investment Company Act of 1940 and the rules adopted by the
Securities and Exchange Commission thereunder, and (iv) any
action taken or omitted to be taken by Merrill Lynch
pursuant to this Agreement, except to the extent such Losses
result from your breach of this Agreement, your willful
misconduct, bad faith, reckless disregard of your duties or
your gross negligence.

You shall indemnify and hold harmless Merrill
Lynch, its affiliates and each of their officers, directors,
employees and agents from and against any and all Losses
arising out of (i) any actual or alleged inaccuracy or
omission in any prospectus or supplement thereto,
registration statement of the Fund or annual post-effective
amendment to update the information on such registration
statement or any other unit investment trust to which this
Agreement relates or any advertising or promotional material
generated by the Fund or Merrill Lynch or any sponsor or
agent of the Fund or any such unit investment trust, but in
each case only to the extent that the inaccuracy or omission
or alleged inaccuracy or omission was made in reliance upon
and in conformity with written information you have
furnished to Merrill Lynch and (ii) any breach by you of any
representation, warranty, covenant or agreement contained in
this Agreement. You confirm that the statements relating to
you in the ninth paragraph under the caption "Description of
the Fund -- The Portfolio" in the Registration Statement are
correct and were furnished to Merrill Lynch for inclusion in

<PAGE>

Cohen & Steers Capital
Management, Inc. 6 June 15, 1994

the Registration Statement and that, to date, no other
information has been furnished by you to Merrill Lynch for
such purposes.

14. Construction, Governing Law and Submission to
---------------------------------------------
Jurisdiction. This Agreement incorporates the entire
------------
understanding of the parties and (except as otherwise
provided herein) supersedes all previous agreements, and
shall be governed by and construed in accordance with the
laws of the State of New York.

15. Notices. All notices and other written
-------
communications specified herein shall be in writing (which
term shall at the option of the notifying party include fax,
telex or cable) and shall be (i) personally delivered, (ii)
transmitted by first class mail, postage prepaid (airmail if
international), or (iii) transmitted by telex or cable (with
first class mail, postage prepaid, confirmation - airmail if
international) to the parties as follows:

If to you: Cohen & Steers Capital Management, Inc.
757 Third Avenue
New York, N.Y. 10017

Telex: _______
Answerback: __________
Fax: (212) 832-3622

Attention: Robert Steers

If to Merrill Merrill Lynch, Pierce, Fenner & Smith
Lynch: Incorporated
Unit Investment Trusts
P.O. Box 9051
Princeton N.J. 08543-9051

Telex: _______
Answerback: __________
Fax: (609) 282-8972

Attention: Craig Deardorff

16. Severability. The illegality, invalidity or
------------
unenforceability of any provision of this Agreement under

<PAGE>

Cohen & Steers Capital
Management, Inc. 7 June 15, 1994

the law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other
jurisdiction nor the legality, validity or enforceability of
any other provision hereof.

This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the
same effect as if the signatures were upon the same
instrument.

<PAGE>

Cohen & Steers Capital
Management, Inc. 8 June 15, 1994

If the foregoing is in accordance with your
understanding, kindly sign and return the enclosed copy of
this letter whereupon it shall become a binding agreement
between us.

Very truly yours,

MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED,
as agent for the sponsors of
the Fund

By:
----------------------

Agreed and accepted:

COHEN & STEERS CAPITAL
MANAGEMENT, INC.

By:
---------------------

Date: , 1994
--------------------