CENTRAL EQUITY TRUST UTILITY SERIES 24, 485BPOS, 1994-10-05

CENTRAL EQUITY TRUST UTILITY SERIES 24
485BPOS, 1994-10-05

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<PAGE> 1

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

Registration No. 33-62348
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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

A. Exact name of trust: CENTRAL EQUITY TRUST, UTILITY SERIES 24

B. Name of depositor: UNISON INVESTMENT TRUSTS LTD.

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

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

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

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

Pursuant to Rule 429 this Registration Statement also constitutes Post-
Effective Amendment No. 1 to Registration No. 33-65808 (Utility Series 25).

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

<PAGE> 2

CENTRAL EQUITY TRUST

CROSS REFERENCE SHEET

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

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

I. Organization and General Information

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

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

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

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

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

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

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

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

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

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

<PAGE> 3

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

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

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

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

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

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

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

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

<PAGE> 4

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

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

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

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

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

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

<PAGE> 5

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

(b) Reinvestment of distributions.. <F1>

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

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

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

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

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

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

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

<PAGE> 6

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

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

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

III. Organization, Personnel and Affiliated Persons of Depositor

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

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

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

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

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

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

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

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

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

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

IV. Distribution and Redemption of Securities

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE> 8

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

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

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

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

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

V. Information Concerning the Trustee or Custodian

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

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

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

VI. Information Concerning Insurance of Holders of Securities

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

VII. Policy of Registrant

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

<PAGE> 9

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

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

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

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

VIII. Financial and Statistical Information

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

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

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

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

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

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

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

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

<PAGE> 10

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

- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
<F1> <F1>
UTILITY SERIES 24 UTILITY SERIES 25

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

PROSPECTUS PART ONE

The Trusts. The Trusts consist of separate unit investment trusts
designated as Utility Series 24 and 25. The objectives of the Trusts are
providing dividend income and capital appreciation through investment in a
fixed portfolio consisting of publicly traded common stocks issued by domestic
utility companies which may include electric, gas and/or telephone public
utility companies (the "Portfolio"). The value of the Units of a Trust will
fluctuate with the value of the Portfolio (see "Summary of Essential
Information" in this Part One and "The Trusts" in Part Two). The Units being
offered by this Prospectus are issued and outstanding Units which have been
purchased by Edward D. Jones & Co. (the "Underwriter") in the secondary market
or from the Trustee after having been tendered for redemption. The profit or
loss resulting from the sale of Units will accrue to the Underwriter. No
proceeds from the sale of Units will be received by the Trusts.

Public Offering Price. The Public Offering Price of the Units is based on
the Trustee's evaluation of the aggregate market value of the securities in the
Portfolio of a Trust divided by the number of Units outstanding plus a sales
charge of 4.40% of the Public Offering Price (4.60% of the aggregate market
value of the underlying Securities) until July 1, 1995 for Series 24 and 25, at
which time the sales charge will decrease. See "Summary of Essential
Information" in this Part One. Unless terminated earlier, the Trust will
terminate on the Mandatory Termination Date as set forth in the "Summary of
Essential Information" in this Part One, and any Securities then held will,
within a reasonable time thereafter, be sold by the Trustee. Any Securities
sold at termination will be sold at the then current market value for such
Securities; therefore, the amount distributable in cash to a Unitholder may be
more or less than the amount such Unitholder paid for his Units.

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE> 11

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part One dated October 5, 1994

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

<F1> Refer to Appendix A for descriptions of logos.

<PAGE> 12

SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 24
AS OF AUGUST 15, 1994

Number of Units <F1> . . . . . . . . . . . . . . . . . . . . . . . 704,692
Fractional Undivided Interest in the Trust Represented by
Each Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/704,692th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust<F2>. . . . . $12,656,729
Other net assets <F3>. . . . . . . . . . . . . . . . . . . . . 65,369
-----------
Total aggregate value of the Trust . . . . . . . . . . . . . . $12,722,098
===========
Divided by 704,692 Units (times 100 Units) . . . . . . . . . . . . $ 1,805
Plus Sales Charge of 4.40% of Public Offering Price (4.60% of
Trust assets as determined by the Trustee) per 100 Units <F4>. . 83
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . $ 1,888
===========
Redemption Price per 100 Units <F5>. . . . . . . . . . . . . . . . $ 1,805
===========

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

Record Dates . . . . . . . . . . . . First day of the month.

Distribution Dates . . . . . . . . . On or shortly after the fifteenth day
of the month.

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

Date Trust Established . . . . . . . June 8, 1993.

Mandatory Termination Date . . . . . June 1, 2003.

<PAGE> 13

Minimum Termination Value. . . . . . The Trust Agreement may be terminated
by the Sponsor if the market value of
the Trust at any time is less than 80%
of the market value of the Securities
deposited in the Trust on the Date of
Deposit. <F6>

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

Estimated Expenses . . . . . . . . . $0.84 per 100 Units per annum.

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

_______________

<F1> The number of units has decreased from the date of the financial
statements to the date of the "Summary of Essential Information" due
to unit redemptions. (See "Rights of Unitholders -- Redemption of
Units" in Part Two.)

<F2> Securities listed on a securities exchange are valued by the Trustee
at the last closing sale price, or if no such price exists, at the
mean between the closing bid and offer prices or other bases. (See
"Rights of Unitholders -- Redemption of Units" in Part Two.)

<F3> The aggregate value of each Unit for purposes of calculating the
Public Offering Price of Units will include the pro rata share of
other net assets attributable to such Units in the Income Account and
the Capital Account of the Trust (other than amounts required to be
distributed by the Trustee pursuant to the Trust Agreement) and
amounts receivable in respect of Securities trading ex-dividend on the
date of evaluation, net of accrued expenses.

<F4> Effective on each July 1, the sales charge will be decreased by
one-half of 1% to a minimum sales charge of 1.4%. (See "Public
Offering -- Offering Price" in Part Two.)

<F5> This price is computed as of the date listed above and may vary from
such price on any subsequent date.

issuer or otherwise impair the sound investment character of such
Securities, (4) if there has been a default in the payment of
dividends, or the principal or income or premium, if any, on any other
outstanding obligations of the issuer of such Securities, (5) if the
price of any such Securities had declined to such an extent or other
such market or credit factors exist that in the opinion of the Sponsor
as evidenced in writing to the Trustee, the retention of such
Securities would be detrimental to the Trust and to the interests of
the Unitholders, (6) if all of the Securities in the Trust will be
sold pursuant to termination of the Trust as provided in the Standard
Terms and Conditions of Trust, as amended, and the Trust Agreement,
(7) if such sale is required due to Units tendered for redemption,
(8) upon the occurrence of a change in the business of the issuer of
Securities that would have caused the Sponsor not to include the
Securities of an issuer in the Trust had such circumstances existed
prior to the formation of the Trust or, (9) to prevent the Trust from
becoming subject to the provisions of the Public Utility Holding
Company Act of 1935 and the rules and regulations promulgated
thereunder.

<PAGE> 15

PORTFOLIO

As of May 31, 1994, Central Equity Trust, Utility Series 24, consists of 35
issues of Securities, issued by entities located in 21 states, all of which are
issued by domestic electric, gas, water and telephone public utility companies.
32 issues are listed or traded on the New York Stock Exchange and 3 issues are
listed or traded on the Over-the-Counter market. The number of Securities by
type of issuer and percentage of market value is as follows: Electric, 11
(29%); Gas, 6 (16%); Water, 2 (6%); Telephone, 8 (22%); and Combination -- Gas
and Electric, 8 (27%). See "Schedule of Trust Securities" herein in this Part
One.

PER UNIT INFORMATION
(Per 100 Units)

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

Net asset value per Unit at beginning of period. . . . . . . . . . . $1,993.03
==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . $1,809.99
==========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . . . $ 78.33
==========
Distribution to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . $ --
==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . $ (232.78)
==========
Weighted average Units outstanding . . . . . . . . . . . . . . . . . 729,500
Units outstanding at end of period . . . . . . . . . . . . . . . . . 719,192

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

<F1> For the period from June 8, 1993 (date of deposit) through May 31,
1994.

<PAGE> 16

SUMMARY OF ESSENTIAL INFORMATION
CENTRAL EQUITY TRUST
UTILITY SERIES 25
AS OF AUGUST 15, 1994

Number of Units <F1> . . . . . . . . . . . . . . . . . . . . . . . 899,539
Fractional Undivided Interest in the Trust Represented by
Each Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1/899,539th
Public Offering Price Per Unit:
Aggregate market value of Securities in the Trust <F2> . . . . $15,470,531
Other net assets <F3>. . . . . . . . . . . . . . . . . . . . . 36,112
-----------
Total aggregate value of the Trust . . . . . . . . . . . . . . $15,506,643
===========
Divided by 899,539 Units (times 100 Units) . . . . . . . . . . . . $ 1,723
Plus Sales Charge of 4.40% of Public Offering Price (4.60% of
Trust assets as determined by the Trustee) per 100 Units <F4>. . 79
-----------
Public Offering Price per 100 Units. . . . . . . . . . . . . . . . $ 1,802
===========
Redemption Price per 100 Units <F5>. . . . . . . . . . . . . . . . $ 1,723
===========

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

Record Dates . . . . . . . . . . . . First day of the month.

Distribution Dates . . . . . . . . . On or shortly after the fifteenth day
of the month.

Date Trust Established . . . . . . . August 5, 1993.

Mandatory Termination Date . . . . . August 1, 2003.

<PAGE> 17

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

Estimated Expenses . . . . . . . . . $0.72 per 100 Units per annum.

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

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

<F4> Effective on each July 1, the sales charge will be decreased by
one-half of 1% to a minimum sales charge of 1.4%. (See "Public
Offering -- Offering Price" in Part Two.)

<F5> This price is computed as of the date listed above and may vary from
such price on any subsequent date.

<F6> The Sponsor may also direct the Trustee to dispose of Securities
(1) upon default in payment of dividends, after declared and when due
and payable, (2) if any action or proceeding has been instituted at
law or equity seeking to restrain or enjoin the payment of dividends
on any such Securities, or if there exists any legal question or
impediment affecting such Securities or the payment of dividends on
the same, (3) if there has occurred any breach of covenant or warranty
in any document relating to an issuer of Securities which would
adversely affect either immediately or contingently the payment of
dividends on such Securities, or the general credit standing of the
issuer or otherwise impair the sound investment character of such
Securities, (4) if there has been a default in the payment of
dividends, or the principal or income or premium, if any, on any other
outstanding obligations of the issuer of such Securities, (5) if the
price of any such Securities had declined to such an extent or other
such market or credit factors exist that in the opinion of the Sponsor
as evidenced in writing to the Trustee, the retention of such
Securities would be detrimental to the Trust and to the interests of
<PAGE> 18

the Unitholders, (6) if all of the Securities in the Trust will be
sold pursuant to termination of the Trust as provided in the Standard
Terms and Conditions of Trust, as amended, and the Trust Agreement,
(7) if such sale is required due to Units tendered for redemption, (8)
upon the occurrence of a change in the business of the issuer of
Securities that would have caused the Sponsor not to include the
Securities of an issuer in the Trust had such circumstances existed
prior to the formation of the Trust or, (9) to prevent the Trust from
becoming subject to the provisions of the Public Utility Holding
Company Act of 1935 and the rules and regulations promulgated
thereunder.

<PAGE> 19

PORTFOLIO

As of May 31, 1994, Central Equity Trust, Utility Series 25, consists of 35
issues of Securities, issued by entities located in 21 states, all of which are
issued by domestic electric, gas, water and telephone public utility companies.
33 issues are listed or traded on the New York Stock Exchange and 2 issues are
listed or traded on the Over-the-Counter market. The number of Securities by
type of issuer and percentage of market value is as follows: Electric, 11
(29%); Gas, 6 (16%); Water, 2 (8%); Telephone, 8 (25%); and Combination -- Gas
and Electric, 8 (22%). See "Schedule of Trust Securities" herein in this Part
One.

PER UNIT INFORMATION
(Per 100 Units)

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

Net asset value per Unit at beginning of period. . . . . . . . . . . $1,993.16
==========
Net asset value per Unit at end of period. . . . . . . . . . . . . . $1,720.43
==========
Distributions to Unitholders of investment income including
accumulated dividends paid on Units redeemed (weighted average
Units outstanding for entire period) . . . . . . . . . . . . . . . $ 67.63
==========
Distribution to Unitholders from proceeds on investment transactions
(weighted average Units outstanding for entire period) . . . . . . $ --
==========
Change in unrealized appreciation (depreciation) of Securities (per
Unit outstanding at end of period) . . . . . . . . . . . . . . . . $ (343.87)
==========
Weighted average Units outstanding . . . . . . . . . . . . . . . . . 917,438
Units outstanding at end of period . . . . . . . . . . . . . . . . . 899,539

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

<F1> For the period from August 5, 1993 (date of deposit) through May 31,
1994.

<PAGE> 20

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of Central Equity Trust, Utility Series 24:

We have audited the accompanying statement of net assets and the schedule
of trust securities of Central Equity Trust, Utility Series 24 as of May 31,
1994, and the related statement of operations and changes in net assets for the
period from June 8, 1993 (date of deposit), through May 31, 1994. These
financial statements are the responsibility of Unison Investment Trusts Ltd.
(the "Sponsor"). Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the Sponsor, as well as evaluating the overall financial
statement presentation. In addition, securities owned as of May 31, 1994, were
confirmed by direct correspondence with the Trustee. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Central Equity Trust,
Utility Series 24 as of May 31, 1994, and the results of its operations and
changes in its net assets and for the period from June 8, 1993 (date of
deposit) through May 31, 1994, in conformity with generally accepted accounting
principles.

/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 14, 1994

<PAGE> 21

CENTRAL EQUITY TRUST
UTILITY SERIES 24
STATEMENT OF NET ASSETS
MAY 31, 1994

ASSETS:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,232
Investments in Securities, at market value (cost $14,603,703)
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . 12,929,510
Dividends receivable . . . . . . . . . . . . . . . . . . . . . 55,046
------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . $13,018,788
------------

LIABILITIES:
Accrued trust expenses . . . . . . . . . . . . . . . . . . . . $ 1,466
------------
Total liabilities . . . . . . . . . . . . . . . . . . . . $ 1,466
------------

NET ASSETS applicable to 719,192 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . . . $13,017,322
============

NET ASSETS, REPRESENTED BY:
Cost to original investors of 732,270 Units sold . . . . . . . $15,627,618
Less initial underwriting commission (Note 1). . . . . . . . . 762,247
------------
$14,865,371

Less redemption of units . . . . . . . . . . . . . . . . . . . 246,602
------------
$14,618,769

Undistributed net investment income. . . . . . . . . . . . . . $ 86,968
Unrealized appreciation of investments . . . . . . . . . . . . (1,674,193)
Accumulated net realized gain (loss) from investment
transactions . . . . . . . . . . . . . . . . . . . . . . . . (14,222)
Principal distributions to unitholders of proceeds from
investment transactions. . . . . . . . . . . . . . . . . . . --
------------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . $13,017,322
============

NET ASSET VALUE PER 100 UNITS (719,192 Units Outstanding). . . . . $ 1,809.99
============

See accompanying notes to financial statements.

<PAGE> 22

CENTRAL EQUITY TRUST
UTILITY SERIES 24

STATEMENT OF OPERATIONS

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

Investment Income (Note 1):
Dividend income. . . . . . . . . . . . . . . . . . . . . . . . $ 673,273
------------

Expenses (Note 2):
Trustee fees and expenses. . . . . . . . . . . . . . . . . . . $ 14,844
------------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . 14,844
------------
Net investment income . . . . . . . . . . . . . . . . . . $ 658,429
------------

Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions. . . . . $ (14,222)
Net change in unrealized appreciation (depreciation) of
investments. . . . . . . . . . . . . . . . . . . . . . . . . . (1,674,193)
------------
Net gain (loss) on investments. . . . . . . . . . . . . . $(1,688,415)
------------
Net increase (decrease) in net assets from operations. . . . . . . $(1,029,986)
============

STATEMENT OF CHANGES IN NET ASSETS

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

Operations:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 658,429
Net realized gain (loss) from investment transactions
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . (14,222)
Net change in unrealized appreciation (depreciation) of
investments (Note 1) . . . . . . . . . . . . . . . . . . . . (1,674,193)
------------
Net increase (decrease) in net assets from operations . . $(1,029,986)
------------

Distributions to unitholders from:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 571,461
Proceeds from investment transactions. . . . . . . . . . . . . --
Total distribution to unitholders. . . . . . . . . . . . . . . $ 571,461
------------
Redemption of units. . . . . . . . . . . . . . . . . . . . . . . . $ 246,602
------------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $(1,848,049)
------------

<PAGE> 23

Net assets to unitholders:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . $ 2,074,762
Additional securities purchased. . . . . . . . . . . . . . . . 12,790,609
------------
Net assets at end of period (including undistributed net
investment income of $86,968). . . . . . . . . . . . . . . . . . $13,017,322
============

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

<F1> For the period from June 8, 1993 (date of deposit) through May 31,
1994.

See accompanying notes to financial statements.

<PAGE> 24

CENTRAL EQUITY TRUST
UTILITY SERIES 24
SCHEDULE OF TRUST SECURITIES
MAY 31, 1994

Portfolio Number Name of Issuer of Securities Current Annual Aggregate
Number of Shares Dividend Market Value
Per Share <F1>
- --------- --------- ----------------------------------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>

1 8,248 AirTouch Communications <F2> $ 0.00 $ 201,045
2 15,123 ALLTEL Corp. <F3> 0.88 395,088
3 6,873 AT&T Corp. <F4> 1.32 374,579
4 13,747 American Water Works, Inc. 1.08 381,479
5 13,747 Ameritech Corporation <F5> 1.92 537,851
6 12,374 California Water Service Company 1.98 439,277
7 11,685 Carolina Power & Light Company 1.70 284,822
8 16,499 Central Louisiana Electric Company, Incorporated 1.46 410,413
9 10,998 DQE Incorporated 1.68 349,186
10 8,248 Duke Power Company 1.88 296,928
11 20,622 The Empire District Electric Company 1.28 355,730
12 17,872 Energen Corporation 1.08 373,078
13 10,998 Entergy Corporation 1.80 317,567
14 10,310 Equitable Resources, Inc. 1.14 354,406
15 13,061 GTE Corporation 1.88 403,258
16 15,123 General Public Utilities Corporation 1.80 432,896
17 15,123 MCN Corporation 1.72 597,358
18 12,374 NIPSCO Industries, Inc. 1.44 380,500
19 12,374 New England Electric System 2.30 436,183
20 19,248 Niagara Mohawk Power Corporation 1.12 317,592
21 14,435 Northwest Natural Gas Company 1.76 447,485
22 18,560 ONEOK, Inc. 1.12 301,600
23 13,747 Pacific Gas & Electric Company 1.96 352,267
24 8,248 Pacific Telesis Group 2.18 250,533
25 13,747 PECO Energy Co. <F6> 1.52 374,606
26 15,123 Pennsylvania Power & Light Company 1.67 334,596
27 25,435 Public Service Company of North Carolina, Incorporated 0.82 371,987
28 17,186 San Diego Gas & Electric Company 1.52 343,720
29 24,748 The Southern Company <F7> 1.18 457,838
30 10,998 Southern Indiana Gas & Electric Company 1.65 305,195
31 10,998 Southwestern Bell Corporation 1.58 452,293
32 13,747 TECO Energy, Inc. <F8> 1.01 271,503
33 10,310 U S West Inc. 2.14 413,689
34 6,873 Union Electric Company 2.38 231,105
35 15,123 Wisconsin Energy Corporation 1.41 381,857
------- -----------
483,925 $12,929,510
======= ===========

<PAGE> 25

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

<FN>

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

<F2> On March 14, 1994, Pacific Telesis Group announced the spin off of their wireless businesses, PacTel Corp.
The wireless shares will be distributed to Pacific Telesis Group shareholders as of record on March 21, 1994
in a one for one tax free transaction. The distribution of shares was completed April 5, 1994. After this
spin off, PacTel Corp. will change its name to AirTouch Communications. In accordance with the Trust
Agreement and Standard Terms and Conditions of Trust, the Trust retained all shares received of AirTouch
Communications.

<F3> On April 22, 1993, ALLTEL Corp. declared a 2-for-1 stock split which was paid on July 9, 1993.

<F4> In April 1994, American Telephone and Telegraph Company formally adopted "AT&T Corp." as its name. The
Sponsor originally deposited shares of American Telephone and Telegraph Company in the Trust.

<F5> On December 15, 1993, Ameritech Corporation declared a 2-for-1 stock split which was paid on January 21,
1994.

<F6> In January, 1994, Philadelphia Electric Company formally adopted "PECO Energy Co." as its name. The Sponsor
originally deposited shares of Philadelphia Electric Company in the trust.

<F7> On January 17, 1994, The Southern Company declared a 2-for-1 stock split which was paid on February 28, 1994.

<F8> On July 20, 1993, TECO Energy, Inc. declared a 2-for-1 stock split which was paid on August 30, 1993.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 26

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of Unison Investment Trusts Ltd., United States Trust Company
of New York and the Unitholders of Central Equity Trust, Utility Series 25:

We have audited the accompanying statement of net assets and the schedule
of trust securities of Central Equity Trust, Utility Series 25 as of May 31,
1994, and the related statement of operations and changes in net assets for the
period from August 5, 1993 (date of deposit), through May 31, 1994. These
financial statements are the responsibility of Unison Investment Trusts Ltd.
(the "Sponsor"). Our responsibility is to express an opinion on these financial
statements based on our audit.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Central Equity Trust,
Utility Series 25 as of May 31, 1994, and the results of its operations and
changes in its net assets for the period from August 5, 1993 (date of deposit)
through May 31, 1994, in conformity with generally accepted accounting
principles.

/S/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri,
September 14, 1994

<PAGE> 27

CENTRAL EQUITY TRUST
UTILITY SERIES 25
STATEMENT OF NET ASSETS
MAY 31, 1994

ASSETS:
Investments in Securities, at market value (cost $18,496,493)
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . $15,403,182
Dividends receivable . . . . . . . . . . . . . . . . . . . . . 83,102
------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . $15,486,284
------------

LIABILITIES:
Advance from Trustee . . . . . . . . . . . . . . . . . . . . . $ 8,555
Accrued trust expenses . . . . . . . . . . . . . . . . . . . . 1,727
------------
Total liabilities . . . . . . . . . . . . . . . . . . . . $ 10,282
------------

NET ASSETS applicable to 899,539 Units of fractional undivided
interest outstanding . . . . . . . . . . . . . . . . . . . . . . $15,476,002
============

NET ASSETS, REPRESENTED BY:
Cost to original investors of 921,780 Units sold . . . . . . . $19,915,179
Less initial underwriting commission (Note 1). . . . . . . . . 971,272
------------
$18,943,907
Less redemption of units . . . . . . . . . . . . . . . . . . . 393,868
------------
$18,550,039
Undistributed net investment income. . . . . . . . . . . . . . $ 72,297
Unrealized appreciation (depreciation) of investments. . . . . (3,093,311)
Accumulated net realized gain (loss) from investment
transactions . . . . . . . . . . . . . . . . . . . . . . . . (53,023)
Principal distributions to unitholders of proceeds from
investment transactions. . . . . . . . . . . . . . . . . . . --
------------
Net assets. . . . . . . . . . . . . . . . . . . . . . . . $15,476,002
============

NET ASSET VALUE PER 100 UNITS (899,539 Units Outstanding). . . . . $ 1,720.43
============

See accompanying notes to financial statements.

<PAGE> 28

CENTRAL EQUITY TRUST
UTILITY SERIES 25

STATEMENT OF OPERATIONS

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

Investment Income (Note 1):
Dividend income. . . . . . . . . . . . . . . . . . . . . . . . $ 707,070
------------

Expenses (Note 2):
Trustee fees and expenses. . . . . . . . . . . . . . . . . . . $ 14,782
------------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . 14,782
------------
Net investment income . . . . . . . . . . . . . . . . . . $ 692,288
------------

Realized and unrealized gain (loss) on investments (Note 1):
Net realized gain (loss) from investment transactions. . . . . $ (53,023)
Net change in unrealized appreciation (depreciation) of
investments. . . . . . . . . . . . . . . . . . . . . . . . . (3,093,311)
------------
Net gain (loss) on investments. . . . . . . . . . . . . . $(3,146,333)
------------
Net increase (decrease) in net assets from operations. . . . . . . $(2,454,046)
============

STATEMENT OF CHANGES IN NET ASSETS

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

Operations:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 692,288
Net realized gain (loss) from investment transactions
(Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . (53,023)
Net change in unrealized appreciation (depreciation) of
investments (Note 1) . . . . . . . . . . . . . . . . . . . . (3,093,311)
------------
Net increase (decrease) in net assets from operations . . $(2,454,046)
------------

Distributions to unitholders from:
Net investment income. . . . . . . . . . . . . . . . . . . . . $ 619,991
Proceeds from investment transactions. . . . . . . . . . . . . --
------------
Total distribution to unitholders. . . . . . . . . . . . . . . $ 619,991
------------
Redemption of units. . . . . . . . . . . . . . . . . . . . . . . . $ 393,868
------------
Total increase (decrease) in net assets. . . . . . . . . . . . . . $(3,467,905)
------------
<PAGE> 29

Net assets to unitholders:
Beginning of period. . . . . . . . . . . . . . . . . . . . . . $ 2,044,188
Additional securities purchased. . . . . . . . . . . . . . . . 16,899,719
------------
Net assets at end of period (including undistributed net
investment income of $72,297). . . . . . . . . . . . . . . . . . $15,476,002
============

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

<F1> For the period from August 5, 1993 (date of deposit) through May 31,
1994.

See accompanying notes to financial statements.

<PAGE> 30

CENTRAL EQUITY TRUST
UTILITY SERIES 25
SCHEDULE OF TRUST SECURITIES
MAY 31, 1994
Portfolio Number Name of Issuer of Securities Current Annual Aggregate
Number of Shares Dividend Market Value
Per Share <F1>
- --------- --------- ----------------------------------------------------------------- -------------- ------------
<C> <C> <C> <C> <C>

1 11,415 AirTouch Communications <F2> $0.00 $ 278,241
2 21,076 ALLTEL Corp. 0.88 550,611
3 8,779 AT&T Corp. <F3> 1.32 478,455
4 19,320 American Water Works, Inc. 1.08 536,130
5 14,050 Ameritech Corporation <F4> 1.92 549,706
6 19,320 Black Hills Corporation 1.32 403,305
7 14,927 Carolina Power & Light Company 1.70 363,846
8 17,562 Connecticut Natural Gas Corporation 1.48 447,831
9 10,537 Dominion Resources, Inc. 2.54 416,212
10 12,293 Duke Power Company 1.88 442,548
11 22,832 The Empire District Electric Company 1.28 393,852
12 14,927 Entergy Corporation 1.80 431,017
13 14,050 Equitable Resources, Inc. 1.14 482,969
14 14,927 GTE Corporation 1.88 460,871
15 13,172 General Public Utilities Corporation 1.80 377,048
16 22,394 KN Energy, Inc. <F5> 0.96 517,861
17 17,562 NIPSCO Industries, Inc. 1.44 540,031
18 12,293 New England Electric System 2.30 433,328
19 22,832 Niagara Mohawk Power Corporation 1.12 376,728
20 15,806 Northwest Natural Gas Company 1.76 489,986
21 21,954 ONEOK Inc. 1.12 356,752
22 14,050 Pacific Gas & Electric Company 1.96 360,031
23 11,415 Pacific Telesis Group 2.18 346,731
24 17,562 PECO Energy Co. <F6> 1.52 478,565
25 17,562 Pennsylvania Power & Light Company 1.67 388,559
26 26,346 Philadelphia Suburban Corporation 1.12 470,935
27 31,616 Public Service Company of North Carolina, Incorporated 0.82 462,384
28 20,199 San Diego Gas & Electric Company 1.52 403,980
29 24,588 The Southern Company <F7> 1.18 454,878
30 15,806 Southern Indiana Gas & Electric Company 1.65 438,616
31 14,927 Southwestern Bell Corporation 1.58 613,873
32 21,076 TECO Energy, Inc. <F8> 1.01 416,251
33 11,415 U S West Inc. 2.14 458,027
34 8,779 Union Electric Company 2.38 295,194
35 19,320 Wisconsin Energy Corporation 1.41 487,830
------- -----------
596,689 $15,403,182
======= ===========

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

<FN>

<F1> Based on the latest quarterly or semi-annual declaration. There can be no assurance that future dividend
payments will be maintained in an amount equal to the dividends listed above.
<PAGE> 31

<F3> In April 1994, American Telephone and Telegraph Company formally adopted "AT&T Corp." as its name. The
Sponsor originally deposited shares of American Telephone and Telegraph Company in the Trust.

<F4> On December 15, 1993, Ameritech Corporation declared a 2-for-1 stock split which was paid on January 21,
1994.

<F5> On August 11, 1993, KN Energy, Inc. declared a 3-for-2 stock split which was paid on October 4, 1993.

<F6> In January, 1994, Philadelphia Electric Company formally adopted "PECO Energy Co." as its name. The Sponsor
originally deposited shares of Philadelphia Electric Company in the Trust.

<F7> On January 17, 1994, The Southern Company declared a 2-for-1 stock split which was paid on February 28, 1994.

<F8> On July 20, 1993, TECO Energy, Inc. declared a 2-for-1 stock split which was paid on August 30, 1993.

See accompanying notes to financial statements.

</TABLE>

<PAGE> 32

CENTRAL EQUITY TRUST
UTILITY SERIES 24
UTILITY SERIES 25

NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

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

Security Valuation -- Securities listed on a securities exchange are valued
by the Trustee at the last closing sale price, or if no such price exists, at
the mean between the closing bid and offer prices or other bases. (See "Rights
of Unitholders -- Redemption of Units" in Part Two.)

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

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

NOTE 2 -- OPERATING EXPENSES:

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

NOTE 3 -- UNIT REDEMPTIONS:

During the year ended May 31, 1994, 13,078 Units and 22,241 Units were
presented for redemption for Utility Series 24 and Utility Series 25,
respectively.

<PAGE> 33

CENTRAL EQUITY TRUST

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

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

Legal Counsel Bryan Cave
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

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

Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of
the information contained in this Prospectus.

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

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

CENTRAL EQUITY TRUST
<F1>
UTILITY SERIES 24
<F1>
UTILITY SERIES 25

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

Updated as of October 5, 1994

<PAGE> 34

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

<F1> Refer to Appendix A for descriptions of logos.

<PAGE> 35

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

- -------------------------------------------------------------------------------
CENTRAL EQUITY TRUST
<F1>
UTILITY SERIES
- -------------------------------------------------------------------------------

PROSPECTUS PART TWO

The Trusts. The objectives of the Trusts are providing dividend income and
capital appreciation through investment in a fixed portfolio consisting of
publicly traded common stocks issued by domestic utility companies, which may
include electric, gas, water and/or telephone public utility companies (the
"Portfolio"). The value of the Units of a Trust will fluctuate with the value
of the relevant Portfolio. The Trusts consist of a series of unit investment
trusts. The Units being offered by this Prospectus are issued and outstanding
Units which have been purchased by Edward D. Jones & Co. (the "Underwriter") in
the secondary market or from the Trustee after having been tendered for
redemption. The profit or loss resulting from the sale of Units will accrue to
the Underwriter. No proceeds from the sale of the Units will be received by the
Trusts.

Public Offering Price. The secondary market Public Offering Price of the
Units is based on the Trustee's evaluation of the aggregate market value of the
securities in the Portfolio of a Trust divided by the number of Units
outstanding plus a sales charge as set forth in "Public Offering Price" on the
front cover of Part One or such lesser amount as indicated in the "Summary of
Essential Information" in Part One.

NEITHER THESE TRANSACTIONS NOR THE SECURITIES OFFERED HEREBY HAVE BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THESE
TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Sponsor:
uit
Unison Investment Trusts Ltd.

Prospectus Part Two dated October 5, 1994

<PAGE> 36

TABLE OF CONTENTS

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Summary Description of the Portfolio . . . . . . . . . . . . . . . . . . 37
Risks and Other Considerations Concerning Electric, Gas, Water and
Telephone Utility Industries. . . . . . . . . . . . . . . . . . . . 38
Objective and Securities Selection . . . . . . . . . . . . . . . . . . . 40
PUBLIC OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Public Offering Price. . . . . . . . . . . . . . . . . . . . . . . . . . 41
Unit Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Sponsor's and Underwriter's Profits. . . . . . . . . . . . . . . . . . . 42
Public Market. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
FEDERAL TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
General Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Taxation of Dividends Received by a Trust. . . . . . . . . . . . . . . . 43
Corporate Unitholders Dividends Received Deduction . . . . . . . . . . . 43
Limitations on Deductibility of Trust Expenses by Individual
Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Disposition of Securities by a Trust and Disposition of Units. . . . . . 44
Special Tax Consequences of In Kind Distributions Upon Redemption of
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Computation of the Unitholder's Tax Basis. . . . . . . . . . . . . . . . 45
Back-Up Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW . . . . . . . . . . . 45
RIGHTS OF UNITHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Units. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Certain Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Redemption of Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
TRUST OPERATING EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Initial Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 50
ADMINISTRATION OF THE TRUSTS . . . . . . . . . . . . . . . . . . . . . . . . 50
Records and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Distributions of Income and Capital. . . . . . . . . . . . . . . . . . . 50
Administration of the Portfolio. . . . . . . . . . . . . . . . . . . . . 51
Reports to Unitholders . . . . . . . . . . . . . . . . . . . . . . . . . 52
Amendment or Termination . . . . . . . . . . . . . . . . . . . . . . . . 52
Limitations on Liabilities . . . . . . . . . . . . . . . . . . . . . . . 53
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
The Sponsor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
The Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

<PAGE> 37

INTRODUCTION

Each series of the Central Equity Trust (a "Trust") was created under the
laws of the State of New York pursuant to a Trust Agreement (the "Agreement")
and a related Standard Terms and Conditions of Trust (the "Indenture", as
amended and restated, collectively with the Agreement, the "Indenture and
Agreement") by and between Unison Investment Trusts Ltd. (the "Sponsor") and
United States Trust Company of New York (the "Trustee"). The purpose and
objective of a Trust is to provide dividend income and capital appreciation
through investment in a fixed portfolio of securities consisting of publicly
traded equity securities issued by electric, gas, water and/or telephone public
utility companies (the "Portfolio"), allowing investors greater diversification
than they might be able to acquire individually. There is no assurance that
this objective will be met because the payment of dividends is dependent upon
the amount each issuer has available for distribution. Furthermore,
diversification of a Trust's assets will not eliminate the risk of loss
inherent in the ownership of equity securities.

THE TRUSTS

Summary Description of the Portfolio

An investment in Units of a Trust should be made with an understanding of
the risks inherent in an investment in equity securities, including risks
arising from the fact that holders of common stock have rights to receive
payments from the issuers of those stocks that are generally inferior to those
of creditors of, or holders of debt obligations issued by, such issuers.
Furthermore, the rights of holders of common stock generally are inferior to
the rights of holders of preferred stock. Holders of common stock of the type
held in each Trust have a right to receive dividends only when, 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. The issuance of debt securities and
preferred stock will create superior claims for payment of principal and
interest (in the case of debt securities) and dividends (in the case of
preferred stock) 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 (which value will be subject to market
fluctuations prior thereto), or preferred stocks which typically have
liquidation preference and which may have stated optional or mandatory
redemption provisions, common stocks do not have a fixed principal amount or a
maturity date and their value is subject to market fluctuations for as long as
the common stocks remain outstanding. The market value of the Securities in
each Trust thus is expected to fluctuate over the entire life of each Trust to
market values higher or lower than those currently prevailing. The Sponsor may
direct the Trustee to dispose of Securities under certain specified
circumstances but the Securities will not be sold by the Trustee as a result of
ordinary market fluctuations. (See "Administration of the Trusts --
Administration of the Portfolio" herein.)

<PAGE> 38

Risks and Other Considerations Concerning Electric, Gas, Water and Telephone
Utility Industries

Each Trust invested in common stocks of companies in the electric, gas,
water and/or telephone public utility industries. (See "Schedule of Trust
Securities" in Part One.) In view of this, an investment in a Trust should be
made with an understanding of the risks inherent in those industries.
Public utilities are generally subject to extensive regulation by state utility
commissions which, for example, establish and approve the rates which may be
charged for their services and the appropriate rate of return on an approved
asset base. Certain public utilities have difficulty from time to time
persuading regulators to grant the rate increases necessary to maintain an
adequate return on investment and voters in many states have the ability to
impose limits on rate adjustments. There are substantial differences between
the regulatory policies and practices of various jurisdictions, and any given
regulatory agency may make major shifts in policy from time to time. There is
no assurance that regulatory authorities will in the future grant rate
increases or that any such increases will be adequate to permit the payment of
dividends on common stocks. Additionally, existing and possible future
regulatory legislation may make it even more difficult for these utilities to
obtain adequate rate relief.

Issuers of the Securities may face other problems, including difficulty in
financing large construction programs and raising capital during inflationary
periods, rising costs of fuels and the transportation of fossil fuels,
uncertainty of transmission service costs, changes in tax laws which may
adversely affect a utility's ability to operate in a profitable manner,
difficulty in estimating future demand for electricity, gas, water and
telephone service in certain regions, recent reductions in estimates for future
demand for electricity, gas, water and telephone in certain regions,
restrictions on operations and increased costs and delays attributable to
environmental regulations and the effects of energy conservation.

There may also be risks associated with a particular type of public
utility. Governmental authorities may from time to time review existing
requirements and impose additional requirements governing the licensing,
construction and operation of power plants by electric utilities. On the other
hand, electric companies in general have been favorably affected by the full or
near completion of major construction programs, and many utility companies have
generated cash flows in excess of current operating expenses and some
construction expenditures, permitting some degree of diversification into
unregulated businesses. The Energy Policy Act of 1992 (the "Energy Act")
provides for, among other things, the promotion of competition in the electric
utility industry. The Energy Act reforms the Public Utility Holding Company Act
of 1935 by lifting restrictions on independent producers of electric power who
build and operate generating plants in order to produce power for sale to
utilities at competitive rates. Further, the Energy Act provides that
transmission lines will now be made available to any producer, utility or
independent entity who is willing to pay for the transmission of power. This
access makes the utility companies' traditional customer base more uncertain
and could have a significant effect on the accuracy of, and the ability to
make, the long-term demand projections that are necessary to determine the need
for new construction of plants and for other capital expenditures.

<PAGE> 39

Gas pipeline and distribution companies have had difficulties in adjusting
to short and surplus energy supplies, enforcing or being required to comply
with long-term contracts and avoiding litigation from their customers, on the
one hand, or suppliers, on the other. Recent deregulatory efforts by the
Federal Energy Regulatory Commission ("FERC") have resulted in a number of
important changes in the sale, transportation and delivery of natural gas. FERC
Orders have caused pipeline companies to become merely carriers, as opposed to
sellers, of natural gas, which in turn has allowed local distribution companies
("LDC's") to negotiate purchases directly with producers. These changes,
however, have resulted in significant transition costs and increased
competition. For example, LDC's now face the risk of losing major customers who
can fill their requirements through direct negotiation with producers if the
LDC's fail to provide competitive pricing. Finally, although there has been
deregulation by FERC, state regulators retain the power to scrutinize LDC
performance and rate setting. LDC's that may have difficulty adjusting to the
deregulated environment or minimizing the transition costs in connection
therewith risk rejection of rate increases to make up for those costs.
Water companies are subject to federal and state environmental laws and
regulation of water quality. Pending federal and state environmental rules and
regulations may require increased expenditures by the public water utilities
and may increase substantially operating costs and capital requirements for
those companies. Because certain aspects of telephone company operations are
being deregulated, telephone companies face increasing competitive pressures
that require the commitment of substantial capital, technological and marketing
resources.

Each of the problems referred to above could adversely affect the ability
and the inclination of these public utilities to declare or to pay dividends
and the ability of holders of common stock to realize any value from the assets
of the issuer upon liquidation or bankruptcy. The electric, gas, water and
telephone utilities which are issuers of the Securities have been experiencing
or may experience one or more of these problems in varying degrees. Moreover,
price disparities within selected utility groups and discrepancies in relation
to averages and indices have occurred frequently for reasons not directly
related to the general movement of price levels of utility common stocks.
Causes of these disparities and discrepancies include changes in the overall
demand for or supply of various securities (including the potentially
depressing effect of new stock offerings), and changes in investment
objectives, market expectations or cash requirements of other purchasers and
sellers of securities.

Furthermore, the Public Utility Holding Company Act of 1935 (the "1935
Act") regulates, among other things, certain acquisitions of voting securities
of electric utility companies and gas utility companies by anyone who is an
"affiliate" of a public utility company (a person or organized group of persons
that directly or indirectly owns, controls or holds with power to vote 5% or
more of the outstanding voting securities of a public utility company). In
addition, the 1935 Act requires a "holding company" (among other categories, a
company which directly or indirectly owns, controls or holds with power to vote
10% or more of the outstanding voting securities of a public utility company or
another "holding company") to register as such with the Securities and Exchange
Commission and be otherwise subject to certain restrictions on the acquisition
of securities and other interests in public utility companies. In order to
avoid becoming an "affiliate", each Trust has adopted an investment restriction
that it will not purchase securities of a public electric or gas utility
company if by reason thereof such Trust would hold 5% or more of the
outstanding voting securities of the issuer. Nevertheless, if a Trust were
considered to be a member of an organized group of persons, the 1935 Act might
<PAGE> 40

limit such Trust's acquisitions of the voting securities of public utility
companies by reason of the control by the group of 5% or more of the voting
securities of a public utility company. The Sponsor believes that even if a
Trust is appropriately included in a group, it is unlikely that the holdings of
such group will aggregate to as much as 5% of the voting securities of any
public electric or gas utility company.

The issuers of utility securities have in the past and may in the future
undertake various types of reorganization, such as spin-offs, split-offs,
mergers, creation of holding companies and asset sales, in order to, among
other things, avoid or minimize the effects of regulatory activities. Depending
on the circumstances, the Sponsor may direct the Trustee to either hold or sell
the Securities that are distributed or otherwise the subject of such an event.
(See "Administration of the Trusts -- Administration of the Portfolio" herein.)
In which case the Trust may contain Securities of issuers not subject to the
types of regulatory risks described above, but subject instead to more general
market risks.

Objective and Securities Selection

The primary objective of each Trust is to provide investors with dividend
income and capital appreciation. There is no guarantee that a Trust's objective
will be achieved because it is subject to the continuing ability of the
respective issuers to continue to declare and pay dividends on the Securities
and because the market value of the Securities can be affected by a variety of
factors. (See "The Trusts -- Summary Description of the Portfolio" herein.)
Common stocks may be especially susceptible to general stock market movements
and to volatile increases and decreases in value as market confidence in and
perception of the issuers change, thus investors should be aware that there can
be no assurance that the value of the Securities will increase.

Each Trust consists of such of the Securities listed under "Schedule of
Trust Securities" in Part One as may continue to be held from time to time in
such Trust and any additional Securities acquired and held by a Trust pursuant
to the Indenture and Agreement together with cash held in the Income and
Capital Accounts. Each Trust's investment objectives and policies have been
developed to take advantage of the characteristics and historical performance
of securities of companies in the public utilities industry. Many of these
companies have established a reputation for paying regular quarterly dividends
and for increasing their common stock dividends over time. In selecting
particular Securities for each Trust, the Sponsor considered a number of
factors, including historical growth rates and rates of return on capital,
financial condition and resources, management skills and such utilities
industry factors as regulatory environment and energy sources. The Sponsor also
considered the prospective growth in earnings and dividends in relation to
price/earnings ratios, yield and risk. The Sponsor believes that above-average
dividend returns and below-average price/earnings ratios are factors that not
only provide current income but also generally tend to moderate risk and to
afford opportunity for appreciation of the Securities deposited in each Trust.

Each Trust is organized as a unit investment trust and not as a management
investment company. Therefore, neither the Trustee nor the Sponsor has the
authority to manage a Trust's assets fully in an attempt to take advantage of
various market conditions to improve such Trust's market value. The Sponsor may
instruct the Trustee to dispose of Securities under limited circumstances. (See
"Administration of the Trusts -- Administration of the Portfolio" herein.)

<PAGE> 41

PUBLIC OFFERING

General

Units of each Trust are offered for sale at the Public Offering Price which
in the secondary market is based on the Trustee's evaluation of the aggregate
market value of the Securities in each Trust plus the amount of cash, if any,
in the Income Account and the Capital Account of each Trust (other than amounts
required to be distributed by the Trustee pursuant to the Indenture and
Agreement), and includes a sales charge as described in "Public Offering --
Public Market" below.

Public Offering Price

The Public Offering Price on any particular date will vary from the amounts
set forth on the "Summary of Essential Information" in Part One of this
Prospectus in accordance with fluctuations in the aggregate market value of the
Securities, the amount of available cash on hand in a Trust and the amount of
certain accrued fees and expenses.

The Trustee has no cash for distribution to Unitholders until it receives
dividend payments on the Securities in a Trust. The Trustee is authorized to
provide its own funds, at times, in order to advance income distributions. The
Trustee will recover these advancements when such dividend income is received.
In the event that the income actually received by the Trustee differs from that
estimated by the Trustee in calculating its distributions, the Trustee will
make an appropriate adjustment to future distributions from the Income Account
to account for such difference.

As more fully described in the Indenture and Agreement the aggregate market
value of the Securities is determined on each Business Day by the Trustee based
on the last closing sale prices, the mean between the bid and offer price or
other bases on the day the valuation is made. (See "Rights of Unitholders --
Redemption of Units" herein.) Determinations are effective for transactions
effected subsequent to the last preceding determination.

Although payment is normally made five business days following an order for
the purchase of Units, payment may be made prior thereto. However, evidence of
ownership of the Units so ordered will be made five business days following
such order or shortly thereafter. A person will become the owner of Units on
the date of settlement provided payment has been received. Cash, if any, made
available to the Underwriter prior to the date of settlement for the purchase
of Units may be used in the Underwriter's businesses and may be deemed to be a
benefit to the Underwriter, subject to the limitations of the Securities
Exchange Act of 1934.

Unit Distribution

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

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

<PAGE> 42

The Underwriter reserves the right to reject, in whole or in part, any
order for the purchase of Units and to change the amount of the concessions to
dealers from time to time.

Sponsor's and Underwriter's Profits

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

Public Market

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

If the supply of Units exceeds the demand (or for any other business
reason), the Underwriter may, at any time, from time to time, or permanently,
discontinue the repurchase of Units of this series at the Redemption Price.
Alternatively, Unitholders may redeem their Units through the Trustee, although
the Sponsor shall have the right to purchase such tendered Units at a price not
less than the price the Unitholder would receive from the Trustee upon tender.
Unitholders of any Series, other than Series 1 or 2, may be able, upon request,
to receive an "in kind" distribution of the Securities evidenced by their
Units. (See "Rights of Unitholders -- Redemption of Units" herein.) A
Unitholder who wishes to dispose of his Units should inquire of his broker as
to current market prices in order to determine whether there is in existence
any price in excess of the Redemption Price and, if so, the amount thereof.

FEDERAL TAXATION

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

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

General Consequences

Each Trust is not an association taxable as a corporation for federal
income tax purposes.
<PAGE> 43

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

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

Taxation of Dividends Received by a Trust

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

Corporate Unitholders Dividends Received Deduction

A corporation (other than a corporation taxed as an S Corporation, a
regulated investment company, a real estate mortgage investment conduit, or a
real estate investment trust) which owns Units will generally be entitled to a
70% dividends received deduction with respect to such Unitholder's pro rata
portion of taxable dividends received by a Trust in the same manner as if such
corporation directly owned the Securities paying such dividends. A corporation
owning Units should be aware that Sections 246 and 246A of the Code impose
certain limitations on the deductibility of a corporate Unitholder's pro rata
share of taxable dividends received by such Trust including the following:
(1) the aggregate amount of the dividends received deduction is limited to 70%,
or, in some cases, 80%, of the corporate Unitholder's taxable income with
certain adjustments; (2) the Units with respect to which the dividends are
received must generally have been held by the corporation for more than 45 days
(90 days in the case of certain preference dividends); and (3) the Code
contains specific rules which are generally designed to reduce or eliminate the
dividends received deduction to the extent a corporation has incurred debt to
acquire its Units. Additionally, a corporate Unitholder who has held its Units
for 2 years or less may be required to reduce its tax basis in its Units by the
amount of the nontaxed portion of certain extraordinary dividends paid to a
Trust. Due to the complexity of the requirements relating to the dividends
received deduction, corporate Unitholders should consult their tax advisors
concerning the application of the dividends received deduction to their
specific circumstances. Upon written request, the Trustee shall furnish
<PAGE> 44

information to a Unitholder regarding the source, amount and date of receipt of
dividends paid to a Trust.

Limitations on Deductibility of Trust Expenses by Individual Unitholders

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

Disposition of Securities by a Trust and Disposition of Units

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

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

Special Tax Consequences of In Kind Distributions Upon Redemption of Units

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

There are different potential tax consequences which may occur under an In
Kind Distribution with respect to each Security owned by a Trust. A "Security"
for this purpose is a particular class of stock issued by a particular
corporation. In Rev. Rul. 90-7, 1990-1 C.B. 153, which revoked the Internal
Revenue Service's ("Service") prior ruling position on this issue, the Service
held that if a Unitholder receives only whole shares of a security in exchange
for its pro rata interest in each such security held by a trust, no gain or
loss would be recognized upon such exchange because the exchange effects no
material difference in the Unitholder's position. If the Unitholder receives
whole shares of a particular Security plus cash in lieu of a fractional share
of such Security, or if the Unitholder receives only cash in lieu of a
<PAGE> 45

fractional share of a Security, gain or loss would be recognized in an amount
equal to the difference between the amount of cash received and the
Unitholder's adjusted basis in the fractional share. The Unitholder's tax basis
in the shares of such particular Security which the Unitholder receives as part
of the In Kind Distribution would equal the Unitholder's basis in such
particular Security before the redemption, increased or decreased by any gain
or loss recognized by the Unitholder on the receipt of cash in lieu of a
fractional share of such particular Security, and decreased by any cash
received in lieu of a fractional share of such particular Security. Redeeming
Unitholders who request an In Kind Distribution are advised to consult their
tax advisers in this regard.

Computation of the Unitholder's Tax Basis

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

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

Back-Up Withholding

Each Unitholder will be requested to provide the Unitholder's taxpayer
identification number to the Trustee (or, in the case of Units held in
book-entry only form, the owner of record of such Units) and to certify that
the Unitholder has not been notified that payments to the Unitholder are
subject to back-up withholding. If the proper taxpayer identification number
and appropriate certification are not provided when requested, distributions by
a Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to 31% back-up withholding. Distributions by a Trust
will generally be subject to United States income taxation and withholding in
the case of Units held by non-resident alien individuals, foreign corporations
or other non-United States persons.

STATUS OF THE TRUSTS UNDER NEW YORK STATE AND CITY LAW

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

The foregoing discussions relate only to United States federal and New York
State and City income taxes. Unitholders may be subject to state and local
taxation in other jurisdictions. Unitholders should consult their tax advisors
regarding potential state or local taxation with respect to the Units.
<PAGE> 46

RIGHTS OF UNITHOLDERS

Units

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

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

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

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

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

The Trustee is authorized to treat as the record owner of Units that person
who is registered as such owner on the books of the Trustee. Units are
transferable by presentation of transfer instructions to the Trustee
accompanied by such documents executed by the Unitholder or his authorized
attorney and such Unitholder's brokerage firm as the Trustee deems necessary to
establish the authority of the person making such transfer. In certain
instances, the Trustee may require additional documents such as, but not

<PAGE> 47

limited to, trust instruments, certificates of death, appointments as executor
or administrator or certificates of corporate authority.

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

Certain Limitations

No Unitholder shall have the right to vote except in certain circumstances
relating to the amendment and termination of a Trust. (See "Administration of
the Trusts -- Amendment or Termination" herein.) Unitholders shall have no
right to control the operation or administration of a Trust in any manner,
except upon the vote of 51% of the Unitholders outstanding at any time for
purposes of amendment or termination of a Trust, all as provided in the
Agreement. Unitholders will be unable to dispose of any of the Securities, as
such, and will not be able to vote the Securities. No Unitholder shall ever be
under any liability to any third party for any action taken by the Trustee or
Sponsor.

Redemption of Units

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

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

Any amounts paid on redemption representing income received will be
withdrawn from the Income Account to the extent funds are available. All other
amounts will be withdrawn from the Capital Account. The Trustee is empowered to
sell Securities in order to make funds available for redemption.

Unitholders owning and tendering 1,200 Units or more of a Series other than
Series 1 or 2 for redemption may request from the Trustee in lieu of a cash
<PAGE> 48

redemption a distribution in kind ("In Kind Distributions") of an amount and
value of Securities per Unit equal to the Redemption Price per Unit as
determined as of the evaluation next following the tender. Such Unitholder must
elect to have its Units redeemed either entirely in kind plus cash for
fractional shares or entirely in cash. An In Kind Distribution of such Units
will be made by the Trustee through the distribution of each of the Securities
in book-entry form to the account of the Unitholder's bank or broker-dealer at
Depository Trust Company. The tendering Unitholder will receive his pro rata
number of 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 Unitholder is entitled. In implementing these redemption procedures,
the Trustee shall make any adjustments necessary to reflect differences between
the Redemption Price of the Securities distributed in kind as of the date of
tender. If funds in the Capital Account are insufficient to cover the required
cash distribution to the tendering Unitholder, the Trustee may sell Securities
according to the criteria discussed above.

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

The Redemption Price per Unit of a Trust is determined by the Trustee as of
the Evaluation Time on the date any such determination is made. The Redemption
Price per Unit is each Unit's pro rata share, determined by the Trustee, of:
(1) the aggregate market value of the Securities in such Trust, (2) cash on
hand in such Trust including dividends receivable on stocks trading ex-dividend
as of the date of computation, and (3) any other assets of such Trust, less (a)
amounts representing taxes or governmental charges payable out of such Trust,
(b) the accrued expenses of such Trust, and (c) cash held for distribution to
Unitholders of record as of a date prior to the evaluation.

The aggregate market 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 on the NASDAQ National Market System, the evaluation
will be based on the last closing sale price as of the Evaluation Time on that
exchange (unless the Trustee determines such price is an inappropriate basis
for evaluation) or, if there is no closing sale price on that exchange, at the
mean between the closing bid and offer prices. If the Securities are not so
listed or, if so listed and the principal market therefore is other than on the
exchange, the evaluation will be based on the mean between the current bid and
offer prices in the over-the-counter market (unless the Trustee determines
these prices are an inappropriate basis for evaluation). If current bid or
closing prices are unavailable, the evaluation will be determined on the basis
of any of the following methods the Trustee deems appropriate (1) on the basis
of the mean between the current bid and offer prices of such Securities as
obtained from investment dealers or brokers who customarily deal in securities
comparable to those held by the Trust (which may include the Underwriter), (2)
on the basis of comparable bid prices for comparable securities, (3) by
appraising the value of the Securities at the mean between the bid and offer
side of the market or by such other appraisal deemed appropriate by the Trustee
or (4) by any combination of the above, each as of the Evaluation Time.

<PAGE> 49

The right of redemption may be suspended and payment postponed for any
period during which the New York Stock Exchange is closed, other than for
customary weekend and holiday closings, or during which trading on that
Exchange is restricted, or an emergency exists, as a result of which emergency
disposal or evaluation of the Securities is not reasonably practicable, or for
such other periods as the Securities and Exchange Commission may by order,
permit or require.

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

The offering price of any Units resold by the Underwriter will be the
Public Offering Price determined in the manner provided in this Prospectus.
(See "Public Offering -- Public Offering Price" herein.) Any profit resulting
from the resale of such Units will belong to the Underwriter which likewise
will bear any loss resulting from a lower offering or redemption price
subsequent to its acquisition of such Units. (See "Public Offering -- Sponsor's
and Underwriter's Profit" herein.)

TRUST OPERATING EXPENSES

Initial Costs

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

Fees

The Sponsor's supervisory fee, if any, earned for supervising a Portfolio
is based upon the largest number of Units for such Trust outstanding at any
time during the calendar year and will be payable annually on or before the
January Distribution Date. The Sponsor's current fee per 100 Units is set forth
under "Summary of Essential Information" in Part One of this Prospectus (which
shall not exceed $0.50 per 100 Units per year) and may exceed the actual costs
of providing these supervisory services, but at no time will the total amount
the Sponsor receives for these supervisory services, when combined with all
compensation received with respect to any other series of trusts in any
calendar year, exceed the aggregate cost to it of supplying such services in
such year.

Under the Indenture and Agreement, for its services as trustee and
evaluator the Trustee will receive fees in the amount set forth in "Summary of
<PAGE> 50

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

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

Miscellaneous Expenses

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

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

ADMINISTRATION OF THE TRUSTS

Records and Accounts

The Trustee will keep records and accounts of all transactions of each
Trust at its offices at 770 Broadway, New York, New York 10003. These records
and accounts will be available for inspection by Unitholders at reasonable
times during normal business hours. The Trustee will keep on file for
inspection by Unitholders an executed copy of the Indenture and Agreement
together with a current list of the Securities then held in each Trust. In
connection with the storage and handling of certain Securities deposited in a
Trust, the Trustee is authorized to use the services of Depository Trust
Company. These services would include safekeeping of the Securities,
coupon-clipping, computer book-entry transfer and institutional delivery
services.
<PAGE> 51

Distributions of Income and Capital

The Trustee will credit to the Income Account all cash dividends received
by and payable to the relevant Trust. Other receipts are credited to the
Capital Account. Amounts in the Income Account received by a Trust will be
distributed on or shortly after the fifteenth day of the month of the
applicable Record Date on a pro rata basis to Unitholders of such Trust as of
record as of that date. Amounts in the Capital Account will be distributed on
or shortly after the fifteenth day of each June and December except that the
Trustee shall not be required to make a distribution from the Capital Account
unless the cash balance on deposit therein available for distribution shall be
sufficient to distribute at least $1.00 per 100 Units. If the amounts in the
Capital Account are sufficient to distribute at least $10.00 per 100 Units,
such amounts shall be distributed on or shortly after the fifteenth day of the
next succeeding month after such amounts are accumulated. The Trustee is not
required to pay interest on funds held in the Capital or Income Accounts (but
may itself earn interest thereon and therefore benefits from the use of such
funds).

The distribution to the Unitholders as of each Record Date will be made on
the following Distribution Date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the Unitholders' pro rata share
of the estimated annual dividend distributions in the Income Account after
deducting estimated expenses. Because dividends are not received by a Trust at
a constant rate throughout the year, such distributions to Unitholders may be
more or less than the amount credited to the Income Account as of the Record
Date. For the purpose of minimizing fluctuation in the distributions from the
Income Account, the Trustee is authorized to advance such amounts as may be
necessary to provide income distributions of approximately equal amounts. The
Trustee shall be reimbursed, without interest, for any such advances from funds
in the Income Account on the ensuing Record Date. A person who purchases Units
will commence receiving distributions only after such person becomes a record
owner. Notification to the Trustee of the transfer of Units is the
responsibility of the purchaser, but in the normal course of business such
notice is provided by the selling broker-dealer.

As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account, amounts necessary to pay the expenses of the relevant Trust (as
determined on the basis set forth under "Trust Operating Expenses" herein). The
Trustee may also withdraw from the Income and Capital Accounts such amounts, if
any, as it deems necessary to establish a reserve for any applicable taxes or
other governmental charges payable out of such Trust. Amounts so withdrawn
shall not be considered a part of such Trust's assets until such time as the
Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Capital
Accounts such amounts as may be necessary to cover redemptions of Units.

Administration of the Portfolio

The Trusts are not "managed" by the Sponsor or the Trustee; their
activities described below are governed solely by the provisions of the
Indenture and Agreement. The original proportionate relationship between the
number of shares of each security in a Trust will be adjusted to reflect the
occurrence of a stock dividend, stock split, merger, reorganization or a
similar event which affects the capital structure of the issuer of a Security
in such Trust but which does not affect such Trust's percentage ownership of
the common stock equity of such issuer at the time of such event. The Sponsor
<PAGE> 52

may direct the Trustee to dispose of Securities under such circumstances as are
indicated in the "Summary of Essential Information" in Part One. The proceeds
of any such disposition of the Securities will be deposited in the Capital
Account of the relevant Trust and distributed to related Unitholders in
accordance with the Indenture and Agreement. If a failure to pay declared cash
dividends on any of the Securities occurs and if the Sponsor does not, within
30 days after notification, instruct the Trustee to sell or hold such
Securities, the Indenture provides that the Trustee may in its discretion sell
such Securities. As the holder of the Securities, the Trustee will have the
right to vote all of the voting stocks in the Trusts and will vote such stocks
in accordance with the instructions of the Sponsor or, in the absence of such
instructions, according to the recommendations, if any, of the issuer's
management.

Reports to Unitholders

In connection with each distribution, the Trustee shall furnish Unitholders
a statement of the amount of income and the amount of other receipts (received
since the preceding distribution), if any, being distributed, expressed in each
case as a dollar amount representing the pro rata share for each 100 Units
outstanding. Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each person who at any time during the
calendar year was a registered Unitholder, a statement (i) as to the Income
Account: dividends received, deductions for applicable taxes, fees and expenses
of the relevant Trust, cash amounts paid for purchases of Securities to replace
Failed Contract Securities and for redemptions of Units, if any, and the
balance remaining after such distributions and deductions, expressed in each
case both as a total dollar amount and as a dollar amount representing the pro
rata share per 100 Units outstanding on the last Business Day of such calendar
year; (ii) as to the Capital Account: the dates of disposition of any
Securities and the net proceeds received therefrom, cash amounts paid for
purchases of Securities to replace Failed Contract Securities and for
redemption of Units, deductions for payment of applicable taxes and fees and
expenses of the relevant Trust and the balance remaining after such
distributions and deductions expressed both as a total dollar amount and as a
dollar amount representing the pro rata share per 100 Units outstanding on the
last Business Day of such calendar year; (iii) a list of the Securities held
and the number of Units outstanding on the last Business Day of such calendar
year; (iv) the Redemption Price per Unit based upon the last Trustee evaluation
thereof made during such calendar year; and (v) amounts actually distributed
during such calendar year from the Income and Capital Accounts, separately
stated, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share per 100 Units outstanding.

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

Amendment or Termination

The Indenture and Agreement may be amended by the Trustee and the Sponsor
without the consent of any of the Unitholders (i) to cure any ambiguity or to
correct or supplement any provision thereof which may be defective or
inconsistent with any other provision, or (ii) to make such other provisions as
shall not adversely affect the Unitholders, provided, however, that the
Indenture and Agreement may not be amended to (a) increase the number of Units,
except as the result of the deposit of additional Securities pursuant to the
Indenture and Agreement, (b) permit the acquisition of additional or substitute
<PAGE> 53

securities except as expressly provided therein or (c) permit a Trust to engage
in any kind of business. The Indenture and Agreement may also be amended in any
respect by the Trustee and Sponsor, or any of the provisions thereof may be
waived, with the consent of the holders of 51% of the Units then outstanding,
provided that no such amendment or waiver will reduce the interest in each
Trust of any Unitholder without the consent of such Unitholder or reduce the
percentage of Units required to consent to any such amendment or waiver without
the consent of all Unitholders. The Trustee shall advise the Unitholders of any
amendment promptly after execution thereof.

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

Written notice of any termination of a Trust shall be given by the Trustee
to each relevant Unitholder at his address appearing on the registration books
ofthe applicable Trust maintained by the Trustee. If a Trust terminates on the
Mandatory Termination Date, the Trustee will provide written notice thereof to
all Unitholders at least 30 days before such Mandatory Termination Date. The
notice will include a form enabling Unitholders of a Series other than Series 1
or 2 to request an In Kind Distribution rather than payment in cash upon
termination of a Trust. Such request must be returned to the Trustee at least
five business days prior to the Mandatory Termination Date. Within a reasonable
period of time after termination, the Trustee will sell any Securities
remaining in a Trust. The Trustee will deduct from the funds of a Trust any
accrued costs, expenses, advances or indemnities provided by the Indenture and
Agreement, including estimated compensation of the Trustee and costs of
liquidation and any amounts required as a reserve to provide for payment of any
applicable taxes or other governmental charges. The Trustee will then
distribute to each Unitholder who does not request an In Kind Distribution his
pro rata share of the balance of the Income and Capital Accounts. For this
reason, among others, the amount realized by a Unitholder upon termination may
be less than the amount paid by such Unitholder for Units. Any sale of
Securities in a Trust upon termination may result in a lower amount than might
otherwise be realized if such sale were not required at such time.

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

Limitations on Liabilities

The Sponsor and the Trustee shall be under no liability to Unitholders for
taking any action or for refraining from taking any action in good faith
pursuant to the Indenture and Agreement, or for errors in judgment or, in the
case of the Sponsor, for errors in judgment in directing or failing to direct
the Trustee, but shall be liable only for their own willful misfeasance, bad
faith or negligence (gross negligence in the case of the Sponsor) in the
performance of their duties or by reason of their reckless disregard of their
obligations and duties hereunder. The Trustee shall not be liable for
<PAGE> 54

depreciation or loss incurred by reason of the sale by the Trustee of any of
the Securities. In the event of the failure of the Sponsor to act under the
Indenture and Agreement, the Trustee may act thereunder and shall not be liable
for any action taken by it in good faith under the Indenture and Agreement.

The Trustee shall not be liable for any taxes or other governmental charges
imposed upon or in respect of the Securities or upon the interest thereon or
upon it as Trustee under the Indenture and Agreement or upon or in respect of a
Trust which the Trustee may be required to pay under any present or future law
of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Indenture and Agreement contain other customary
provisions limiting the liability of the Trustee.

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

MISCELLANEOUS

The Sponsor

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

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

<PAGE> 55

mail to each Unitholder notice of the discharge or resignation of the Sponsor
and of any appointment of a new Sponsor.

The Trustee

The Trustee is United States Trust Company of New York, with its principal
place of business at 114 West 47th Street, New York, New York 10036 and its
corporate trust office at 770 Broadway, New York, New York 10003. United States
Trust Company of New York, established in 1853, has, since its organization,
engaged primarily in the management of trust and agency accounts for
individuals and corporations. The Trustee is a member of the New York Clearing
House Association and is subject to supervision and examination by the
Superintendent of Banks of the State of New York, the Federal Deposit Insurance
Corporation and the Board of Governors of the Federal Reserve System.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trusts.

Under the Indenture and Agreement, the Trustee or any successor trustee may
resign and be discharged from the Trusts created by the Indenture and Agreement
by executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice of resignation is to take effect. The Sponsor upon receiving
notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed
and has accepted the appointment within 30 days after notification, the
retiring Trustee may apply to a court of competent jurisdiction for the
appointment of a successor. In case the Trustee becomes incapable of acting, is
adjudged to be bankrupt or is taken over by public authorities or under certain
changes in control of the Trustee, the Sponsor may remove the Trustee and
appoint a successor trustee as provided in the Indenture and Agreement. Notice
of such removal and appointment shall be mailed to each Unitholder by the
Sponsor. Upon execution of a written acceptance of such appointment by such
successor trustee, all the rights, powers, duties and obligations of the
original Trustee shall vest in the successor. The resignation or removal of a
Trustee becomes effective only when the successor trustee accepts its
appointment as such or when a court of competent jurisdiction appoints a
successor trustee.

Any corporation into which a Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which a Trustee shall be a party, shall be the successor trustee. The Trustee
must be a corporation which is authorized to exercise trust powers, is
organized under the laws of the United States or any State and having at all
times an aggregate capital, surplus and undivided profits of not less than
$5,000,000.

Legal Opinions

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

<PAGE> 56

Auditors

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

<PAGE> 57

CENTRAL EQUITY TRUST

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

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

Legal Counsel Bryan Cave
One Metropolitan Square
211 North Broadway, Suite 3600
St. Louis, Missouri 63102-2750

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

Except as to statements made herein furnished by the Trustee, the Trustee
has assumed no responsibility for the accuracy, adequacy and completeness of
the information contained in this Prospectus.

CENTRAL EQUITY TRUST
<F1>
UTILITY SERIES
--------------------
PROSPECTUS
PART TWO
--------------------

Updated as of October 5, 1994

<PAGE> 58

APPENDIX A

DESCRIPTION OF LOGOS

One line containing four black squares, side by side, each square
containing within it a white symbol: the first, a light bulb symbolizing
electricity; the second, a flame symbolizing gas; the third, a droplet
symbolizing water; and the fourth, a telephone symbolizing a telephone.

<PAGE> 59

UNDERTAKING TO FILE REPORTS

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

CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet.

The prospectus consisting of 48 pages.

The undertaking to file reports.

The signature.

Written consents of the following persons:

Arthur Andersen LLP

United States Trust Company of New York (as Evaluator).

The following exhibits:

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

15. Consent of Arthur Andersen LLP

16. Consent of United States Trust Company of New York.

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

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

<PAGE> 60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant,
Central Equity Trust, certifies that it meets all of the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration Statement or
Amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Maryland Heights, and
State of Missouri, on the 5th day of October, 1994.

CENTRAL EQUITY TRUST

By: UNISON INVESTMENT TRUSTS LTD.,
Depositor

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

By: /S/ STEVEN NOVIK
Its: President

<PAGE> 61
EXHIBIT INDEX
TO
FORM S-6 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

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

15. Consent of Arthur Andersen LLP

16. Consent of United States Trust Company of New York

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

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

<PAGE> 1
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

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

October 5, 1994

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

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

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

Gentlemen:

This letter is issued in connection with the filing of Post-
Effective Amendment No. 3 to Form S-6 of the Registration Statement for Central
Equity Trust, Utility Series 7, 8 and 9, Post-Effective Amendment No. 2 to Form
S-6 of the Registration Statement for Central Equity Trust, Utility Series 17
and 18, and Post-Effective Amendment No. 1 to Form S-6 of the Registration
Statement for Central Equity Trust, Utility Series 24 and 25 and their
Prospectuses dated October 5, 1994.

As counsel for the Sponsor of the Central Equity Trust,
Utility Series 7, 8, 9, 17, 18, 24 and 25 (the "Trusts"), we have examined:
(i) the Trust Agreements dated April 18, 1991, May 22, 1991, June 13, 1991, May
21, 1992, July 9, 1992, June 8, 1993 and August 5, 1993, respectively, between
Unison Investment Trusts Ltd. (the "Sponsor") and United States Trust Company
of New York (the "Trustee"), (ii) the Standard Terms and Conditions of Trust
dated July 19, 1990 for Utility Series 7 and 8, (iii) The Amended and Restated
Standard Terms and Conditions of Trust dated June 13, 1991 for Utility Series
9, (iv) the Second Amended and Restated Standard Terms and Conditions of Trust
dated January 16, 1992 for Utility Series 17 and 18 and (v) the Third Amended
and Restated Standard Terms and Conditions of Trust dated October 14, 1992 for
Utility Series 24 and 25, all between the Sponsor and the Trustee. These
documents established the Trusts and created units of beneficial ownership (the
"Units") in the respective Trusts. The Sponsor deposited certain publicly
traded equity securities issued by electric, gas, water and telephone public
utility companies or confirmations of contracts for the purchase of such
securities into the respective Trusts. These securities and the securities
purchased pursuant to the contracts for securities deposited into the
respective Trusts are referred to as the "Securities". In exchange therefor,
<PAGE> 2

the Sponsor received all of the Units of each of the Trusts which it offered
for sale to the public.

Based upon the foregoing and upon an examination of such other
documents and an investigation of such matters of law as we have deemed
necessary, and subject to the limitations and assumptions contained herein and
in the section of the Prospectus entitled "Federal Taxation", it is our opinion
that:

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

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

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

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

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

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

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

Our opinions are based on the Code, rules and regulations
promulgated thereunder, and interpretations thereof existing on this date, and
New York State and New York City tax law existing on this date, all of which
are subject to change at any time. Our opinions represent judgments concerning
complex and uncertain issues, and are not binding upon the Internal Revenue
Service or any other taxing authority. No assurance can be given that the tax

<PAGE> 3

treatment described in the Prospectus (including the status of each Trust) will
not be challenged by the Internal Revenue Service or any other taxing
authority, or that any such challenge would not be successful.

We hereby consent to the filing of this opinion as an exhibit
to Post-Effective Amendment No. 3 to Form S-6 of the Registration Statement for
Central Equity Trust, Utility Series 7, 8 and 9, Post-Effective Amendment No. 2
to Form S-6 of the Registration Statement for Central Equity Trust, Utility
Series 17 and 18 and Post-Effective Amendment No. 1 to Form S-6 of the
Registration Statement for Central Equity Trust, Utility Series 24 and 25 and
to the use of our name and to the reference to our firm in said Amendment to
the Registration Statement and in the Prospectus.

Very truly yours,

/S/ BRYAN CAVE
BRYAN CAVE

<PAGE> 1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports,
and to all references to our Firm, included in or made a part of this
prospectus for Central Equity Trust, Utility Series 24 and Central Equity
Trust, Utility Series 25.

/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

St. Louis, Missouri
October 5, 1994

<PAGE> 1

UNITED STATES TRUST COMPANY 770 BROADWAY
OF NEW YORK NEW YORK, NY 10003-9598

U.S.TRUST

October 5, 1994

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

Re: Central Equity Trust, Utility Series 24
Central Equity Trust, Utility Series 25

Dear Sir:

We hereby consent to the references in the post-effective amendment to the
Registration Statement including the Prospectus contained herein for the above-
captioned Trusts to United States Trust Company of New York as Evaluator, and
to the use of the evaluations of the securities prepared by us which are
referred to in such amendment to the Registration Statement.

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

Sincerely,

By: /S/ Lionel Cottino
Lionel Cottino
Vice President

<PAGE> 1
BRYAN CAVE
ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020

October 5, 1994

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

Re: Central Equity Trust, Utility Series 24, Registration
No. 33-62348 and Utility Series 25, Registration No.
33-65808

Gentlemen and Ladies:

We have served as counsel for Unison Investment Trusts Ltd.,
Sponsor of Central Equity Trust, Utility Series 24 and Utility Series 25, in
connection with the preparation and review of this Post-Effective Amendment to
the Registration Statement on Form S-6 (the "Registration Statement") relating
to Utility Series 24, and, pursuant to Rule 429, also relating to Utility
Series 25.

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

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

Very truly yours,

/S/ BRYAN CAVE

BRYAN CAVE

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR CENTRAL EQUITY TRUST, UTILITY SERIES 24 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000904077
<NAME> CENTRAL EQUITY TRUST
<SERIES>
<NUMBER> 24
<NAME> UTILITY SERIES

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-START> JUN-8-1993
<PERIOD-END> MAY-31-1994
<INVESTMENTS-AT-COST> 14,603,703
<INVESTMENTS-AT-VALUE> 12,929,510
<RECEIVABLES> 55,046
<ASSETS-OTHER> 34,232
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 13,018,788
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,466
<TOTAL-LIABILITIES> 1,466
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 719,192
<SHARES-COMMON-PRIOR> 732,270
<ACCUMULATED-NII-CURRENT> 86,968
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (14,222)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (1,674,193)
<NET-ASSETS> 13,017,322
<DIVIDEND-INCOME> 673,273
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 14,844
<NET-INVESTMENT-INCOME> 658,429
<REALIZED-GAINS-CURRENT> (14,222)
<APPREC-INCREASE-CURRENT> (1,674,193)
<NET-CHANGE-FROM-OPS> (1,029,986)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 571,461
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 13,078
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,848,049)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR CENTRAL EQUITY TRUST, UTILITY SERIES 25 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000904082
<NAME> CENTRAL EQUITY TRUST
<SERIES>
<NUMBER> 25
<NAME> UTILITY SERIES

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1993
<PERIOD-START> AUG-5-1993
<PERIOD-END> MAY-31-1994
<INVESTMENTS-AT-COST> 18,496,493
<INVESTMENTS-AT-VALUE> 15,403,182
<RECEIVABLES> 83,102
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 15,486,284
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 10,282
<TOTAL-LIABILITIES> 10,282
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 899,539
<SHARES-COMMON-PRIOR> 921,780
<ACCUMULATED-NII-CURRENT> 72,297
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (53,023)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (3,093,311)
<NET-ASSETS> 15,476,002
<DIVIDEND-INCOME> 707,070
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 14,782
<NET-INVESTMENT-INCOME> 692,288
<REALIZED-GAINS-CURRENT> (53,023)
<APPREC-INCREASE-CURRENT> (3,093,311)
<NET-CHANGE-FROM-OPS> (2,454,046)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 619,991
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 22,241
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (3,467,905)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>