FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 77
487, 1994-05-19
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                                 Registration No.  33-67702
                                           1940 Act No. 811-05903
                                

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549

                   Amendment No. 2 to Form S-6
                                
 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
       OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2


A.   Exact name of trust:

       The First Trust Special Situations Trust, Series 77


B.   Name of depositor:

                      NIKE SECURITIES L.P.


C.   Complete address of depositor's principal executive offices:

                      NIKE SECURITIES L.P.
                      1001 Warrenville Road
                     Lisle, Illinois  60532

D.             Name and complete address of agent for service:


                                        Copy to:
     JAMES A. BOWEN                     ERIC F. FESS
     c/o Nike Securities L.P.           c/o Chapman and Cutler
     1001 Warrenville Road              111 West Monroe Street
     Lisle, Illinois  60532             Chicago, Illinois 60603


E.   Title and Amount of Securities Being Registered:

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


F.   Proposed Maximum Aggregate Offering Price to the Public of
     the Securities Being Registered:
                           Indefinite


G.   Amount of Filing Fee (as required by Rule 24f-2):

                            $500.00*


H.   Approximate date of proposed sale to public:

|XXX|Check  box  if it is proposed that this filing  will  become
     effective on May 19, 1994 at 2:00 p.m. pursuant to Rule 487.
                                
*Previously paid
       THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 77

                      Cross-Reference Sheet

         (Form N-8B-2 Items required by Instructions as
                 to the Prospectus in 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       Summary of Essential
                                           Information

2.   Name and address of each depositor    Information as to
                                           Sponsor, Trustee and
                                           Evaluator

3.   Name and address of trustee           Information as to
                                           Sponsor, Trustee and
                                           Evaluator

4.   Name and address of principal         Information as to
     underwriters                          Sponsor, Trustee and
                                           Evaluator

5.   State of organization of trust        The First Trust
                                           Special Situations
                                           Trust

6.   Execution and termination of          Other Information
     trust agreement

7.   Changes of name                          *

8.   Fiscal year                              *

9.   Litigation                               *
                                
                                
II.  GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10.  (a)  Registered or bearer             Public Offering
          securities

     (b)  Cumulative or distributive       The First Trust
          securities                       Special Situations
                                           Trust

     (c)  Redemption                       Rights of Unitholders

     (d)  Conversion, transfer, etc.       Rights of Unitholders

     (e)  Periodic payment plan               *

     (f)  Voting rights                    Rights of Unitholders

     (g)  Notice of certificateholders     Other Information

     (h)  Consents required                Rights of Unitholders;
                                           Other Information

     (i)  Other provisions                 The First Trust
                                           Special Situations
                                           Trust

11.  Types of securities comprising        The First Trust
     units                                 Special
                                           Situations Trust
                                            Schedule of
                                           Investments

12.  Certain information regarding
     periodic payment certificates            *

13.  (a)  Load, fees, expenses, etc.       Summary of Essential
                                           Information; Public
                                           Offering; The First
                                           Trust Special
                                           Situations Trust
     (b)  Certain information regarding
          periodic payment certificates       *

     (c)  Certain percentages              Summary of Essential
                                           Information; The
                                           First Trust Special
                                           Situations Trust;
                                           Public Offering

     (d)  Certain other fees, etc.
          payable  by holders              Rights of Units
                                           Holders

     (e)  Certain profits receivable
          by depositor, principal,
          underwriters, trustee or         The First Trust
          affiliated persons               Special
                                           Situations Trust

     (f)  Ratio of annual charges             *
          to income

14.  Issuance of trust's securities        Rights of Unit Holders

15.  Receipt and handling of payments
     from purchasers                          *

16.  Acquisition and disposition of
     underlying securities                 The First Trust
                                           Special Situations
                                           Trust; Rights of Unit
                                           Holders;

17.  Withdrawal or redemption              The First Trust
                                           Special Situations
                                           Trust; Public
                                           Offering; Rights of
                                           Unit Holders

18.  (a)  Receipt, custody and             Rights of Unit Holders
          disposition  of income

     (b)  Reinvestment of distributions    Rights of Unit Holders

     (c)  Reserves or special funds        Information as to
                                           Sponsor, Trustee and
                                           Evaluator

     (d)  Schedule of distributions           *

19.  Records, accounts and reports         Rights of Unit Holders

20.  Certain miscellaneous provisions
     of trust agreement

     (a)  Amendment                        Other Information

     (b)  Termination                      Other Information

     (c)  and (d) Trustee, removal         Information as
          and successor                    to Sponsor, Trustee
                                           and Evaluator

     (e)  and (f) Depositor, removal       Information as
          and successor                    to Sponsor, Trustee
                                           and Evaluator

21.  Loans to security holders                *

22.  Limitations on liability              The First Trust
                                           Special Situations
                                           Trust;
                                            Information as to
                                           Sponsor, Trustee
                                           and Evaluator

23.  Bonding arrangements                  Contents of
                                           Registration
                                           Statement

24.  Other material provisions             *
     of trust agreement


III.  ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25.  Organization of depositor             Information as to
                                           Sponsor, Trustee and
                                           Evaluator

26.  Fees received by depositor               *

27.  Business of depositor                 Information as to
                                           Sponsor, Trustee and
                                           Evaluator

28.  Certain information as to
     officials and affiliated                 *
     persons of depositor

29.  Voting securities of depositor           *

30.  Persons controlling depositor            *

31.  Payment by depositor for certain
     services rendered to trust               *

32.  Payment by depositor for certain
     other services rendered to trust         *

33.  Remuneration of employees of
     depositor for certain services
     rendered to trust                        *

34.  Remuneration of other persons
     for certain services rendered            *
     to trust
                                
                                
                IV.  DISTRIBUTION AND REDEMPTION

35.  Distribution of trust's               Public Offering
     securities by states

36.  Suspension of sales of trust's
     securities                               *

37.  Revocation of authority to               *
     distribute

38.  (a)  Method of distribution           Public Offering

     (b)  Underwriting agreements          Public Offering

     (c)  Selling agreements               Public Offering

39.  (a)  Organization of principal        Information as
          underwriters                     to Sponsor, Trustee
                                           and Evaluator

     (b)  N.A.S.D. membership of
          principal underwriters           Information as to
                                           Sponsor, Trustee and
                                           Evaluator


40.  Certain fees received by              See Items 13(a) and
     principal underwriters                13(e)

41.  (a)  Business of principal            Information as to
          underwriters                     Sponsor, Trustee and
                                           Evaluator

     (b)  Branch offices of
          principal underwriters              *

     (c)  Salesmen of principal               *
          underwriters

42.  Ownership of trust's securities
     by certain persons                       *

43.  Certain brokerage commissions
     received by principal                    *
     underwriters

44.  (a)  Method of valuation              Summary of Essential
                                           Information; The
                                           First Trust Special
                                           Situations Trust,
                                           Public Offering

     (b)  Schedule as to offering             *
          price

     (c)  Variation in offering            Public Offering
          price to certain persons

45.  Suspension of redemption rights          *

46.  (a)  Redemption valuation             Rights of Unit Holders

     (b)  Schedule as to redemption           *
          price

47.  Maintenance of position in            Public Offering;
     underlying securities                 Rights
                                           of Unit Holders
                                
                                
       V.  INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48.  Organization and regulation of        Information as
     trustee                               to Sponsor, Trustee
                                           and Evaluator

49.  Fees and expenses of trustee          The First Trust
                                           Special Situations
                                           Trust

50.  Trustee's lien                        The First Trust
                                           Special Situations
                                           Trust
                                
                                
     VI.  INFORMATION CONCERNING THE INSURANCE OF HOLDERS OF
                           SECURITIES

51.  Insurance of holders of
     trust's ecurities                        *
                                
                                
                   VII.  POLICY OF REGISTRANT

52.  (a)  Provisions of trust              The First Trust
          agreement with respect to        Special
          selection or elimination of      Situations Trust;
          underlying securities            Rights of Unit Holders


     (b)  Transactions involving
          elimination of underlying           *
          securities

     (c)  Policy regarding substitution    The First Trust
          or elimination of underlying     Special
          securities                       Situations Trust;
                                           Rights of Unit Holders

     (d)  Fundamental policy not
          otherwise covered                   *

53.  Tax status of Trust                   The First Trust
                                           Special Situations
                                           Trust
                                
                                
          VIII.  FINANCIAL AND STATISTICAL INFORMATION

54.  Trust's securities during                *
     last ten years

55.

56.

57.  Certain information regarding
     periodic payment plan certificates       *

58.

59.  Financial statements                  Report of Independent
     (Instruction 1(c) to                  Auditors
     Form S-6)                             Statement of Net
                                           Assets




* Inapplicable, answer negative or not required.


                        The Ohio Company


          Financial Institutions Growth Trust, Series 1

   Financial Institutions Growth & Treasury Securities Trust, 
                            Series 2

The First Trust Special Situations Trust, Series 77 consists of 
the underlying separate unit investment trusts set forth above. 
The various trusts are sometimes collectively referred to herein 
as the "Trusts." The Financial Institutions Growth Trust, Series 
1 is sometimes individually referred to herein as the "Growth 
Trust." The Financial Institutions Growth & Treasury Securities 
Trust, Series 2 is sometimes individually referred to herein as 
the "Growth & Treasury Trust." 

   

The Growth Trust consists of a portfolio solely containing common 
stocks approximately evenly divided between major regional bank 
holding companies and community banks or thrift institutions. 
The Growth & Treasury Trust consists of a portfolio containing 
zero coupon U.S. Treasury bonds and common stocks approximately 
evenly divided between major regional bank holding companies and 
community banks or thrift institutions. See "What are the Equity 
Securities?"

    

The objective of the Growth Trust is to provide income and potential 
capital appreciation by investing the entire Trust's portfolio 
in common stocks ("Equity Securities"). Such Equity Securities 
are sometimes also referred to herein as the "Securities." Each 
Unit of the Growth Trust represents an undivided fractional interest 
in all the Equity Securities deposited in the Trust. See "Schedule 
of Investments" for the Growth Trust. The Growth Trust has a Mandatory 
Termination Date as set forth under "Summary of Essential Information." 
There is, of course, no guarantee that the objective of the Growth 
Trust will be achieved.

The objective of the Growth & Treasury Trust is to protect Unit 
holders' capital and provide income and potential capital appreciation 
by investing a portion of its portfolio in zero coupon U.S. Treasury 
bonds ("Treasury Obligations") and the remainder of the Trust's 
portfolio in common stocks ("Equity Securities"). Collectively, 
the Treasury Obligations and the Equity Securities are referred 
to herein as the "Securities." See "Schedule of Investments" for 
the Growth & Treasury Trust. The Growth & Treasury Trust has a 
Mandatory Termination Date as set forth under "Summary of Essential 
Information." The Treasury Obligations evidence the right to receive 
a fixed payment at a future date from the U.S. Government and 
are backed by the full faith and credit of the U.S. Government. 
The guarantee of the U.S. Government does not apply to the market 
value of the Treasury Obligations or the Units of the Trust, whose 
net asset value will fluctuate and, prior to maturity, may be 
worth more or less than a purchaser's acquisition cost. There 
is, of course, no guarantee that the objective of the Growth & 
Treasury Trust will be achieved.

Each Unit of the Growth & Treasury Trust represents an undivided 
fractional interest in all the Securities deposited in the Trust. 
The Growth & Treasury Trust has been organized so that purchasers 
of Units should receive, at the termination of the Trust, an amount 
per Unit at least equal to $10.00 (which is equal to the per Unit 
value upon maturity of the Treasury Obligations), even if such 
Trust never paid a dividend and the value of the Equity Securities 
were to decrease to zero, which the Sponsor considers highly unlikely. 
This feature

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE 
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. 
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   
           The date of this Prospectus is May 19, 1994

    

Page 1


of the Growth & Treasury Trust provides Unit holders who purchase 
Units at a price of $10.00 or less per Unit with total principal 
protection, including any sales charges paid, although they might 
forego any earnings on the amount invested. To the extent that 
Units are purchased at a price less than $10.00 per Unit, this 
feature may also provide a potential for capital appreciation. 
UNIT HOLDERS DISPOSING OF THEIR UNITS PRIOR TO THE MATURITY OF 
THE TRUST MAY RECEIVE MORE OR LESS THAN $10.00 PER UNIT, DEPENDING 
ON MARKET CONDITIONS ON THE DATE UNITS ARE SOLD OR REDEEMED. 

   
The Treasury Obligations deposited in the Growth & Treasury Trust 
on the Initial Date of Deposit will mature on November 15, 2004 
(the "Treasury Obligations Maturity Date"). The Treasury Obligations 
in the Growth & Treasury Trust have a maturity value equal to 
or greater than the aggregate Public Offering Price (which includes 
the sales charge) of the Units of the Trust on the Initial Date 
of Deposit. The Equity Securities deposited in the Trust's portfolio 
have no fixed maturity date and the value of these underlying 
Equity Securities will fluctuate with changes in the values of 
stocks in general and with changes in the conditions and performance 
of the specific Securities owned by the Trust. See "Portfolio."
    

With respect to the Growth Trust, the Sponsor may, from time to 
time during a period of up to approximately 360 days after the 
Initial Date of Deposit, deposit additional Equity Securities 
in the Trust. Such deposits of additional Equity Securities will, 
therefore, be done in such a manner that the original proportionate 
relationship amongst the individual issues of the Equity Securities 
shall be maintained. Any deposit by the Sponsor of additional 
Equity Securities will duplicate, as nearly as is practicable, 
the original proportionate relationship established on the Initial 
Date of Deposit, and not the actual proportionate relationship 
on the subsequent date of deposit, since the actual proportionate 
relationship may be different than the original proportionate 
relationship. Any such difference may be due to the sale, redemption 
or liquidation of any Equity Securities deposited in the Trust 
on the Initial, or any subsequent, Date of Deposit. See "What 
is The First Trust Special Situations Trust?" and "How May Securities 
be Removed from the Trusts?"

With respect to the Growth & Treasury Trust, the Sponsor may, 
from time to time during a period of up to approximately 360 days 
after the Initial Date of Deposit, also deposit additional Securities 
in the Trust, provided it maintains the original percentage relationship 
between the Treasury Obligations and Equity Securities in the 
Trust's portfolio. Such deposits of additional Securities will, 
therefore, be done in such a manner that the maturity value of 
each Unit should always be an amount at least equal to $10.00, 
and that the original proportionate relationship amongst the individual 
issues of the Equity Securities in the Trust shall be maintained. 
Any deposit by the Sponsor of additional Securities will duplicate, 
as nearly as is practicable, the original proportionate relationship 
established on the Initial Date of Deposit, and not the actual 
proportionate relationship on the subsequent date of deposit, 
since the actual proportionate relationship may be different than 
the original proportionate relationship. Any such difference may 
be due to the sale, redemption or liquidation of any Securities 
deposited in the Trust on the Initial, or any subsequent, Date 
of Deposit. See "What is the First Trust Special Situations Trust?" 
and "How May Securities be Removed from the Trusts?"

   

Public Offering Price. With respect to the Growth Trust, the Public 
Offering Price per Unit of the Trust during the initial offering 
period is equal to the aggregate underlying value of the Equity 
Securities in the Trust (generally determined by the closing sale 
prices of listed Equity Securities and the ask prices of over-the-counter 
traded Equity Securities) plus or minus a pro rata share of cash, 
if any, in the Capital and Income Accounts of the Trust, plus 
a maximum sales charge of 5.5% (equivalent to 5.82% of the net 
amount invested). A pro rata share of accumulated dividends, if 
any, in the Income Account is included in the Public Offering 
Price. The secondary market Public Offering Price per Unit will 
be based upon the aggregate underlying value of the Equity Securities 
in the Trust (generally determined by the closing sale prices 
of listed Equity Securities and the bid prices of over-the-counter 
traded Equity Securities) plus or minus a pro rata share of cash, 
if any, in the Capital and Income Accounts of the Trust plus a 
maximum sales charge of 5.5% (equivalent to 5.82% of the net amount 
invested) subject to a reduction beginning June 1, 1995.

    

   

With respect to the Growth & Treasury Trust, the Public Offering 
Price per Unit of the Trust during the initial offering period 
is equal to a pro rata share of the offering prices of the Treasury 
Obligations and the aggregate


Page 2

underlying value of the Equity Securities in the Trust (generally 
determined by the closing sale prices of listed Equity Securities 
and the ask prices of over-the-counter traded Equity Securities) 
plus or minus a pro rata share of cash, if any, in the Capital 
and Income Accounts of the Trust, plus a maximum sales charge 
of 5.5% (equivalent to 5.82% of the net amount invested). The 
secondary market Public Offering Price per Unit will be based 
upon a pro rata share of the bid prices of the Treasury Obligations 
and the aggregate underlying value of the Equity Securities in 
the Trust (generally determined by the closing sale prices of 
listed Equity Securities and the bid prices of over-the-counter 
traded Equity Securities) plus or minus a pro rata share of cash, 
if any, in the Capital and Income Accounts of the Trust plus a 
maximum sales charge of 5.5% (equivalent to 5.82% of the net amount 
invested) subject to a reduction beginning June 1, 1995.

    

The minimum purchase for each Trust is $1,000. The sales charge 
is reduced on a graduated scale for sales involving at least 10,000 
Units with respect to each Trust. See "How is the Public Offering 
Price Determined?"

Dividend and Capital Gains Distributions. Distributions of dividends 
received, and realized capital gains, if any, received by each 
Trust will be paid in cash on the Distribution Date to Unit holders 
of record on the Record Date as set forth in the "Summary of Essential 
Information." Any distribution of income and/or capital gains 
will be net of the expenses of such Trust. Distribution of funds 
in the Capital Account, if any, will be made at least annually 
in December of each year. INCOME WITH RESPECT TO THE ACCRUAL OF 
ORIGINAL ISSUE DISCOUNT ON THE TREASURY OBLIGATIONS IN THE GROWTH 
& TREASURY TRUST WILL NOT BE DISTRIBUTED CURRENTLY, ALTHOUGH UNIT 
HOLDERS OF THE GROWTH & TREASURY TRUST WILL BE SUBJECT TO INCOME 
TAX AT ORDINARY INCOME RATES AS IF A DISTRIBUTION HAD OCCURRED. 
See "What is the Federal Tax Status of Unit Holders?" Additionally, 
upon termination of each Trust, the Trustee will distribute, upon 
surrender of Units for redemption, to each Unit holder his pro 
rata share of such Trust's assets, less expenses, in the manner 
set forth under "Rights of Unit Holders-How are Income and Capital 
Distributed?"

   

Secondary Market for Units. After the initial offering period, 
while under no obligation to do so, the Sponsor may maintain a 
market for Units of each Trust and offer to repurchase such Units, 
in the case of the Growth Trust, at prices which are based on 
the aggregate underlying value of the Equity Securities in the 
Trust (generally determined by the closing sale prices of listed 
Equity Securities and the bid prices of over-the-counter traded 
Equity Securities) plus or minus cash, if any, in the Capital 
and Income Accounts of the Trust; in the case of the Growth & 
Treasury Trust, at prices which are based on the aggregate bid 
side evaluation of the Treasury Obligations and the aggregate 
underlying value of Equity Securities in the Trust (generally 
determined by the closing sale prices of listed Equity Securities 
and the bid prices of over-the-counter traded Equity Securities) 
plus or minus cash, if any, in the Capital and Income Accounts 
of the Trust. If a secondary market is maintained during the initial 
offering period, in the case of the Growth Trust, the prices at 
which Units will be repurchased will also be based on the aggregate 
underlying value of the Equity Securities in the Trust (generally 
determined by the closing sale prices of listed Equity Securities 
and the ask prices of over-the-counter traded Equity Securities) 
plus or minus cash, if any, in the Capital and Income Accounts 
of the Trust. In the case of the Growth & Treasury Trust, if a 
secondary market is maintained during the initial offering period, 
the prices at which Units will be repurchased will be based upon 
the aggregate offering side evaluation of the Treasury Obligations 
and the aggregate underlying value of the Equity Securities in 
the Trust (generally determined by the closing sale prices of 
listed Equity Securities and the ask prices of over-the-counter 
traded Equity Securities) plus or minus cash, if any, in the Capital 
and Income Accounts of the Trust. If a secondary market is not 
maintained, in the case of the Growth Trust, a Unit holder may 
redeem Units through redemption at prices based on the aggregate 
underlying value of the Equity Securities in the Trust (generally 
determined by the closing sale prices of listed Equity Securities 
and the bid prices of over-the-counter traded Equity Securities) 
plus or minus cash, if any, in the Capital and Income Accounts 
of the Trust. With respect to the Growth Trust, a Unit holder 
tendering 2,500 Units or more for redemption may request a distribution 
of shares of Equity Securities (reduced by customary transfer 
and registration charges) in lieu of payment in cash. In the case 
of the Growth & Treasury Trust, if a secondary market is not maintained, 
a Unit holder may redeem Units through redemption at prices based 
upon the aggregate


Page 3

bid price of the Treasury Obligations plus the aggregate underlying 
value of the Equity Securities in the Trust (generally determined 
by the closing sale prices of listed Equity Securities and the 
bid prices of over-the-counter traded Equity Securities) plus 
or minus a pro rata share of cash, if any, in the Capital and 
Income Accounts of the Trust. See "How May Units be Redeemed?"

    

   

Termination. Commencing on the Mandatory Termination Date for 
the Growth Trust and on the Treasury Obligations Maturity Date 
for the Growth & Treasury Trust, Equity Securities will begin 
to be sold in connection with the termination of each Trust. The 
Sponsor will determine the manner, timing and execution of the 
sale of the Equity Securities. Written notice of any termination 
of a Trust specifying the time or times at which Unit holders 
may surrender their certificates for cancellation shall be given 
by the Trustee to each Unit holder at his address appearing on 
the registration books of such Trust maintained by the Trustee. 
At least 60 days prior to the Mandatory Termination Date for the 
Growth Trust and at least 60 days prior to the Treasury Obligations 
Maturity Date for the Growth & Treasury Trust, the Trustee will 
provide written notice thereof to all Unit holders and will include 
with such notice a form to enable Unit holders to elect a distribution 
of shares of Equity Securities (reduced by customary transfer 
and registration charges) if such Unit holder owns at least 2,500 
Units of such Trust, rather than to receive payment in cash for 
such Unit holder's pro rata share of the amounts realized upon 
the disposition by the Trustee of Equity Securities. All Unit 
holders of the Growth & Treasury Trust will receive their pro 
rata portion of the Treasury Obligations in cash upon the termination 
of the Trust. To be effective, the election form, together with 
surrendered certificates and other documentation required by the 
Trustee, must be returned to the Trustee at least five business 
days prior to the Mandatory Termination Date for the Growth Trust 
and at least five business days prior to the Treasury Obligations 
Maturity Date for the Growth & Treasury Trust. Unit holders not 
electing a distribution of shares of Equity Securities will receive 
a cash distribution from the sale of the remaining Securities 
within a reasonable time after each Trust is terminated. See "Rights 
of Unit Holders-How are Income and Capital Distributed?"

    


Page 4

                                 Summary of Essential Information

   

        At the Opening of Business on the Initial Date of Deposit           
                                   of the Securities-May 19, 1994           
    


        Underwriter:    The Ohio Company
        Sponsor:        Nike Securities L.P.
        Trustee:        United States Trust Company of New York
        Evaluator:      Securities Evaluation Service, Inc.

<TABLE>
<CAPTION>

                                                                                        
                                                                                        Financial Institutions
                                                                                        Growth Trust
                                                                                        Series 1
                                                                                        ______________________


<S>                                                                                     <C>                   

General Information

Initial Number of Units                                                                    50,000
Fractional Undivided Interest in the Trust per Unit                                      1/50,000

Public Offering Price:
        Aggregate Offering Price Evaluation of Equity Securities in 
                 Portfolio (1)                                                          $ 470,069
        Aggregate Offering Price Evaluation per Unit                                    $  9.4014
        Sales Charge (2)                                                                $   .5472
        Public Offering Price per Unit (3)                                              $  9.9486
Sponsor's Initial Repurchase Price per Unit                                             $  9.4014
Redemption Price per Unit (4)                                                           $  9.4014

</TABLE>

   

CUSIP Number                            33734W 483
Mandatory Termination Date              April 30, 2000
First Settlement Date                   May 26, 1994
Discretionary Liquidation Amount        The Trust may be terminated 
                                        if the value of the Equity Securities 
                                        is less than 20% of the total value 
                                        of Equity Securities deposited in 
                                        the Trust during the primary offering 
                                        period.
Trustee's Annual Fee                    $0.009 per Unit outstanding.
Evaluator's Annual Fee                  $0.003 per Unit outstanding. Eval-
                                        uations for purposes of sale, purchase 
                                        or redemption of Units are made as of 
                                        the close of trading (4:00 p.m. 
                                        Eastern time) on the New York Stock 
                                        Exchange on each day on which it is 
                                        open.
Supervisory Fee                         Maximum of $0.0025 per Unit out-
                                        standing annually payable to an 
                                        affiliate of the Sponsor. 
Income Distribution Record Date         Fifteenth day of each March, 
                                        June, September and December 
                                        commencing September 15, 1994.
Income Distribution Date (5)            Last day of each March, June, 
                                        September and December 
                                        commencing September 30, 1994.

    

______________

[FN]

(1)     Each Equity Security listed on a national securities exchange 
or the NASDAQ National Market System is valued at the last closing 
sale price, or if no such price exists or if the Equity Security 
is not so listed, at the closing ask price thereof. 

(2)     Sales charge of 5.5% of the Public Offering Price per Unit 
(5.82% of the net amount invested).

(3)     On the Initial Date of Deposit there will be no accumulated 
dividends in the Income Account. Anyone ordering Units after such 
date will pay a pro rata share of any accumulated dividends in 
such Income Account. The Public Offering Price as shown reflects 
the value of the Equity Securities at the opening of business 
on the Initial Date of Deposit and establishes the original proportionate 
relationship amongst the individual securities. No sales to investors 
will be executed at this price. Additional Equity Securities will 
be deposited during the day of the Initial Date of Deposit which 
will be valued as of 4:00 p.m. Eastern time and sold to investors 
at a Public Offering Price per Unit based on this valuation. 

(4)     Redemption price per Unit (based on the aggregate underlying 
value of Equity Securities) is $.5472 less than Public Offering 
Price per Unit. See "How May Units be Redeemed?"

(5)     Distributions from the Capital Account will be made monthly 
payable on the last day of the month to Unit holders of record 
on the fifteenth day of such month if the amount available for 
distribution equals at least $0.01 per Unit. Notwithstanding, 
distributions of funds in the Capital Account, if any, will be 
made in December of each year.


Page 5


                                 Summary of Essential Information

   
        At the Opening of Business on the Initial Date of Deposit
                                   of the Securities-May 19, 1994
    

        Underwriter:    The Ohio Company
        Sponsor:        Nike Securities L.P.
        Trustee:        United States Trust Company of New York
        Evaluator:      Securities Evaluation Service, Inc.

<TABLE>
<CAPTION>                                                                               Financial Institutions
                                                                                        Growth & Treasury
                                                                                        Securities Trust
                                                                                        Series 2
                                                                                        ______________________

<S>                                                                                     <C>

General Information
Aggregate Maturity Value of Treasury Obligations Initially Deposited                    $   500,000
Initial Number of Units                                                                      50,000
Fractional Undivided Interest in the Trust per Unit                                        1/50,000
Public Offering Price:
        Aggregate Offering Price Evaluation of Securities in Portfolio (1)              $   463,994
        Aggregate Offering Price Evaluation of Securities per Unit                      $    9.2799
        Sales Charge (2)                                                                $     .5401
        Public Offering Price per Unit (3)                                              $    9.8200
Sponsor's Initial Repurchase Price per Unit                                             $    9.2799
Redemption Price per Unit (4)                                                           $    9.2608

</TABLE>

   

CUSIP Number                            33734W 491
Treasury Obligations Maturity Date      November 15, 2004
Mandatory Termination Date              November 15, 2004
First Settlement Date                   May 26, 1994
Trustee's Annual Fee                    $0.009 per Unit outstanding.
Evaluator's Annual Fee                  $0.003 per Unit outstanding.  
                                        Evaluations for purposes of sale, 
                                        purchase or redemption of Units are
                                        made as of the close of trading 
                                        (4:00 p.m. Eastern time) on the 
                                        New York Stock Exchange on each day on 
                                        which it is open.
Supervisory Fee                         Maximum of $0.0025 per Unit out-
                                        standing annually payable to an 
                                        affiliate of the Sponsor.
Income Distribution Record Date         Fifteenth day of each March, 
                                        June, September and December    
                                        commencing September 15, 1994.
Income Distribution Date (5)            Last day of each March, June, 
                                        September and December 
                                        commencing September 30, 1994.

    

______________

[FN]

(1)     Each Equity Security listed on a national securities exchange 
or the NASDAQ National Market System is valued at the last closing 
sale price, or if no such price exists or if the Equity Security 
is not so listed, at the closing ask price thereof. The Treasury 
Obligations are valued at their aggregate offering side evaluation.

(2)     Sales charge of 5.5% of the Public Offering Price per Unit 
(5.82% of the net amount invested).

(3)     On the Initial Date of Deposit there will be no accumulated 
dividends in the Income Account. Anyone ordering Units after such 
date will pay a pro rata share of any accumulated dividends in 
such Income Account. The Public Offering Price as shown reflects 
the value of the Securities at the opening of business on the 
Initial Date of Deposit and establishes the original proportionate 
relationship amongst the individual securities. No sales to investors 
will be executed at this price. Additional Securities will be 
deposited during the day of the Initial Date of Deposit which 
will be valued as of 4:00 p.m. Eastern time and sold to investors 
at a Public Offering Price per Unit based on this valuation. 

(4)     Redemption price per Units (based on bid price evaluation 
of underlying Treasury Obligations and aggregate underlying value 
of Equity Securities). The Redemption Price per Unit is $.5592 
less than the Public Offering Price per Unit and $.0191 less than 
Sponsor's Initial Repurchase Price per Unit for the Growth & Treasury 
Trust. See "How May Units be Redeemed?"

(5)     Distributions from the Capital Account will be made monthly 
payable on the last day of the month to Unit holders of record 
on the fifteenth day of such month if the amount available for 
distribution equals at least $0.01 per Unit. Notwithstanding, 
distributions of funds in the Capital Account, if any, will be 
made in December of each year.


Page 6


          Financial Institutions Growth Trust, Series 1

            Financial Institutions Growth & Treasury
                   Securities Trust, Series 2

       The First Trust Special Situations Trust, Series 77


What is The First Trust Special Situations Trust?

The First Trust Special Situations Trust, Series 77 is one of 
a series of investment companies created by the Sponsor under 
the name of The First Trust Special Situations Trust, all of which 
are generally similar but each of which is separate and is designated 
by a different series number. This Series consists of the underlying 
separate unit investment trusts designated as: Financial Institutions 
Growth Trust, Series 1 and Financial Institutions Growth & Treasury 
Securities Trust, Series 2 (collectively, the "Trusts" and each, 
individually, a "Trust"). The Financial Institutions Growth Trust, 
Series 1 is sometimes individually referred to herein as the "Growth 
Trust." The Financial Institutions Growth & Treasury Securities 
Trust, Series 2 is sometimes referred to herein as the "Growth 
& Treasury Trust." The Series was created under the laws of the 
State of New York pursuant to a Trust Agreement (the "Indenture"), 
dated the Initial Date of Deposit, with Nike Securities L.P., 
as Sponsor, United States Trust Company of New York, as Trustee, 
Securities Evaluation Service, Inc., as Evaluator, and First Trust 
Advisors L.P., as Portfolio Supervisor.

   

The Financial Institutions Growth Trust, Series 1 consists of 
a portfolio solely containing common stocks approximately evenly 
divided between major regional bank holding companies and community 
banks or thrift institutions. The Financial Institutions Growth 
& Treasury Securities Trust, Series 2 consists of a portfolio 
containing zero coupon U.S. Treasury bonds and common stocks approximately 
evenly divided between major regional bank holding companies and 
community banks or thrift institutions. See "What are Equity Securities?"

    

On the Initial Date of Deposit, the Sponsor deposited with the 
Trustee confirmations of contracts for the purchase of zero coupon 
U.S. Treasury bonds and common stocks (in the case of the Growth 
Trust, only confirmations of contracts for the purchase of common 
stocks), together with an irrevocable letter or letters of credit 
of a financial institution in an amount at least equal to the 
purchase price of such securities. In exchange for the deposit 
of securities or contracts to purchase securities in each Trust, 
the Trustee delivered to the Sponsor documents evidencing the 
entire ownership of each Trust.

The objective of the Growth Trust is to provide income and potential 
capital appreciation by investing the entire Trust's portfolio 
in common stocks ("Equity Securities"). Such Equity Securities 
are sometimes also referred to herein as the "Securities." Each 
Unit of the Growth Trust represents an undivided fractional interest 
in all the Equity Securities deposited in the Trust. See "Schedule 
of Investments" for the Growth Trust. The Growth Trust has a Mandatory 
Termination Date as set forth under "Summary of Essential Information." 
There is, of course, no guarantee that the objective of the Growth 
Trust will be achieved.

The objective of the Growth & Treasury Trust is to protect Unit 
holders' capital and provide income and potential capital appreciation 
by investing a portion of its portfolio in zero coupon U.S. Treasury 
bonds ("Treasury Obligations") and the remainder of the Trust's 
portfolio in common stocks ("Equity Securities"). Collectively, 
the Treasury Obligations and the Equity Securities are referred 
to herein as the "Securities." See "Schedule of Investments" for 
the Growth & Treasury Trust. The Growth & Treasury Trust has a 
Mandatory Termination Date as set forth under "Summary of Essential 
Information." The Treasury Obligations evidence the right to receive 
a fixed payment at a future date from the U.S. Government and 
are backed by the full faith and credit of the U.S. Government. 
The guarantee of the U.S. Government does not apply to the market 
value of the Treasury Obligations or the Units of the Trust, whose 
net asset values will fluctuate and, prior to maturity, may be 
worth more or less than a purchaser's acquisition cost. There 
is, of course, no guarantee that the objective of the Growth & 
Treasury Trust will be achieved.

   

With the deposit of Equity Securities in the Growth Trust on the 
Initial Date of Deposit, the Sponsor established a percentage 
relationship between the amounts of Equity Securities in the Trust's 
portfolio. With the deposit of the Securities in the Growth & 
Treasury Trust on the Initial Date of Deposit, the Sponsor established


Page 7

a percentage relationship between the principal amounts of Treasury 
Obligations and Equity Securities in the Trust's portfolio. From 
time to time following the Initial Date of Deposit, the Sponsor, 
pursuant to the Indenture, may deposit additional Securities in 
a Trust and Units may be continuously offered for sale to the 
public by means of this Prospectus, resulting in a potential increase 
in the outstanding number of Units of a Trust. Any additional 
Equity Securities deposited in the Growth Trust will maintain, 
as nearly as is practicable, the original proportionate relationship 
of the Equity Securities in the Trust's portfolio. Any additional 
Securities deposited in the Growth & Treasury Trust will maintain, 
as nearly as is practicable, the original proportionate relationship 
of the Treasury Obligations and Equity Securities in such Trust's 
portfolio. Such deposits of additional Securities in the Growth 
& Treasury Trust will, therefore, be done in such a manner that 
the maturity value of the Treasury Obligations represented by 
each Unit should always be an amount at least equal to $10.00, 
and that the original proportionate relationship amongst the individual 
issues of the Equity Securities shall be maintained. Any deposit 
by the Sponsor of additional Securities in a Trust will duplicate, 
as nearly as is practicable, the original proportionate relationship 
and not the actual proportionate relationship on the subsequent 
date of deposit, since the actual proportionate relationship may 
be different than the original proportionate relationship. Any 
such difference may be due to the sale, redemption or liquidation 
of any of the Securities deposited in a Trust on the Initial, 
or any subsequent, Date of Deposit. See "How May Securities be 
Removed from the Trusts?" On a cost basis to the Financial Institutions 
Growth & Treasury Securities Trust, Series 2, the original percentage 
relationship on the Initial Date of Deposit was approximately 
50.85% Treasury Obligations and approximately 49.15% Equity Securities. 
The original percentage relationship of each Equity Security in 
the Trust is set forth herein under "Schedule of Investments." 
Since the prices of the underlying Equity Securities in the Growth 
Trust will fluctuate daily, the ratio, on a market value basis, 
will also change daily. Likewise, the prices of the underlying 
Treasury Obligations and Equity Securities in the Growth & Treasury 
Trust will fluctuate daily and the ratio, on a market value basis, 
will also change daily. The portion of Equity Securities represented 
by each Unit of the Growth Trust will not change as a result of 
the deposit of additional Equity Securities in the Growth Trust. 
The maturity value of the Treasury Obligations and the portion 
of Equity Securities represented by each Unit of the Growth & 
Treasury Trust will not change as a result of the deposit of additional 
Securities in the Growth & Treasury Trust. 

    

   

On the Initial Date of Deposit, each Unit of a Trust represented 
the undivided fractional interest in the Securities deposited 
in such Trust set forth under "Summary of Essential Information." 
The Growth & Treasury Trust has been organized so that purchasers 
of Units should receive, at the termination of the Trust, an amount 
per Unit at least equal to $10.00 per Unit (which is equal to 
the per Unit value upon maturity of the Treasury Obligations), 
even if the Equity Securities never paid a dividend and the value 
of the Equity Securities in the Trust were to decrease to zero, 
which the Sponsor considers highly unlikely. Furthermore, the 
Sponsor will take such steps in connection with the deposit of 
additional Securities in the Growth & Treasury Trust as are necessary 
to maintain a maturity value of the Units of the Trust at least 
equal to $10.00 per Unit. The receipt of only $10.00 per Unit 
upon the termination of the Growth & Treasury Trust (an event 
which the Sponsor believes is unlikely) represents a substantial 
loss on a present value basis. At current interest rates, the 
present value of receiving $10.00 per Unit as of the termination 
of the Growth & Treasury Trust would be approximately $4.72 per 
Unit (the present value is indicated by the amount per Unit which 
is invested in Treasury Obligations). Furthermore, the $10.00 
per Unit in no respect protects investors against diminution in 
the purchasing power of their investment due to inflation (although 
expectations concerning inflation are a component in determining 
prevailing interest rates, which in turn determine present values). 
If inflation were to occur at the rate of 5% per annum during 
the period ending at the termination of the Growth & Treasury 
Trust, the present dollar value of $10.00 per Unit at the termination 
of the Trust would be approximately $5.92 per Unit. To the extent 
that Units of a Trust are redeemed, the aggregate value of the 
Securities in such Trust will be reduced and the undivided fractional 
interest represented by each outstanding Unit of the Trust will 
increase. However, if additional Units are issued by a Trust in 
connection with the deposit of additional Securities by the Sponsor, 
the aggregate value of the Securities in such Trust will be increased 
by amounts allocable to additional Units, and the fractional undivided 
interest represented by each Unit of such Trust will be decreased 
proportionately. See "How May Units be Redeemed?" The Trusts each 
have a Mandatory Termination Date as set forth herein under "Summary 
of Essential Information."

    

Page 8


What are the Expenses and Charges?

At no cost to the Trusts, the Sponsor has borne all the expenses 
of creating and establishing the Trusts, including the cost of 
the initial preparation, printing and execution of the Indenture 
and the certificates for the Units, legal and accounting expenses, 
expenses of the Trustee and other out-of-pocket expenses. The 
Sponsor will not receive any fees in connection with its activities 
relating to the Trusts. However, First Trust Advisors L.P., an 
affiliate of the Sponsor, will receive an annual supervisory fee, 
which is not to exceed the amount set forth under "Summary of 
Essential Information," for providing portfolio supervisory services 
for each Trust. Such fee is based on the number of Units outstanding 
in a Trust on January 1 of each year except for the year or years 
in which an initial offering period occurs in which case the fee 
for a month is based on the number of Units outstanding at the 
end of such month. The fee may exceed the actual costs of providing 
such supervisory services for a Trust, but at no time will the 
total amount received for portfolio supervisory services rendered 
to unit investment trusts of which Nike Securities L.P. is the 
Sponsor in any calendar year exceed the aggregate cost to First 
Trust Advisors L.P. of supplying such services in such year. See 
"Underwriting."

Subsequent to the initial offering period, the Evaluator will 
receive a fee as indicated in the "Summary of Essential Information." 
The Trustee pays certain expenses of the Trusts for which it is 
reimbursed by each Trust. The Trustee will receive for its ordinary 
recurring services to each Trust an annual fee computed at $0.009 
per annum per Unit in each Trust outstanding based upon the largest 
aggregate number of Units of the Trust outstanding at any time 
during the year. For a discussion of the services performed by 
the Trustee pursuant to its obligations under the Indenture, reference 
is made to the material set forth under "Rights of Unit Holders."

The Trustee's and Evaluator's fees are payable from the Income 
Account of each Trust to the extent funds are available and then 
from the Capital Account of each Trust. Since the Trustee has 
the use of the funds being held in the Capital and Income Accounts 
for payment of expenses and redemptions and since such Accounts 
are noninterest-bearing to Unit holders, the Trustee benefits 
thereby. Part of the Trustee's compensation for its services to 
each Trust is expected to result from the use of these funds. 
Both fees may be increased without approval of the Unit holders 
by amounts not exceeding proportionate increases under the category 
"All Services Less Rent of Shelter" in the Consumer Price Index 
published by the United States Department of Labor.

The following additional charges are or may be incurred by a Trust: 
all legal and annual auditing expenses of the Trustee incurred 
by or in connection with its responsibilities under the Indenture; 
the expenses and costs of any action undertaken by the Trustee 
to protect the Trust and the rights and interests of the Unit 
holders; fees of the Trustee for any extraordinary services performed 
under the Indenture; indemnification of the Trustee for any loss, 
liability or expense incurred by it without negligence, bad faith 
or willful misconduct on its part, arising out of or in connection 
with its acceptance or administration of the Trust; indemnification 
of the Sponsor for any loss, liability or expense incurred without 
gross negligence, bad faith or willful misconduct in acting as 
Depositor of a Trust; all taxes and other government charges imposed 
upon the Securities or any part of a Trust (no such taxes or charges 
are being levied or made or, to the knowledge of the Sponsor, 
contemplated). The above expenses and the Trustee's annual fee, 
when paid or owing to the Trustee, are secured by a lien on a 
Trust. In addition, the Trustee is empowered to sell Securities 
in a Trust in order to make funds available to pay all these amounts 
if funds are not otherwise available in the Income and Capital 
Accounts of a Trust except that the Trustee shall not sell Treasury 
Obligations to pay Growth & Treasury Trust expenses. Since the 
Equity Securities are all common stocks and the income stream 
produced by dividend payments is unpredictable, the Sponsor cannot 
provide any assurance that dividends will be sufficient to meet 
any or all expenses of the Trusts. As described above, if dividends 
are insufficient to cover expenses, it is likely that Equity Securities 
will have to be sold to meet Trust expenses. These sales may result 
in capital gains or losses to Unit holders. See "What is the Federal 
Tax Status of Unit Holders?"

The Indenture requires the Trusts to be audited on an annual basis 
at the expense of each Trust by independent auditors selected 
by the Sponsor. So long as the Sponsor is making a secondary market 
for the Units, the Sponsor is required to bear the cost of such 
annual audits to the extent such cost exceeds $0.005


Page 9

per Unit. Unit holders of a Trust covered by an audit may obtain 
a copy of the audited financial statements upon request.

What is the Federal Tax Status of Unit Holders?

   

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

    

   

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

    

   

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

    

   

2.      Each Unit holder will have a taxable event when a Trust disposes 
of a Security (whether by sale, exchange, redemption or otherwise) 
or upon the sale or redemption of Units by such Unit holder. The 
price a Unit holder pays for his Units, including sales charges, 
is allocated among his pro rata portion of each Security held by a 
Trust (in proportion to the fair market values thereof on 
the date the Unit holder purchases his Units) in order to determine 
his initial cost for his pro rata portion of each Security held 
by a Trust. The Treasury Obligations held by the Growth & Treasury 
Trust are treated as stripped bonds and may be treated as bonds 
issued at an original issue discount as of the date a Unit holder 
purchases his Units. Because the Treasury Obligations represent 
interests in "stripped" U.S. Treasury bonds, a Unit holder's initial 
cost for his pro rata portion of each Treasury Obligation held 
by the Growth & Treasury Trust shall be treated as its "purchase 
price" by the Unit holder. Original issue discount is effectively 
treated as interest for Federal income tax purposes and the amount 
of original issue discount in this case is generally the difference 
between the bond's purchase price and its stated redemption price 
at maturity. A Unit holder of the Growth & Treasury Trust will 
be required to include in gross income for each taxable year the 
sum of his daily portions of original issue discount attributable 
to the Treasury Obligations held by the Trust as such original 
issue discount accrues and will in general be subject to Federal 
income tax with respect to the total amount of such original issue 
discount that accrues for such year even though the income is 
not distributed to the Unit holders during such year to the extent 
it is not less than a "de minimis" amount as determined under 
a Treasury Regulation issued on December 28, 1992 relating to 
stripped bonds. To the extent the amount of such discount is less 
than the respective "de minimis" amount, such discount shall be 
treated as zero. In general, original issue discount accrues daily 
under a constant interest rate method which takes into account 
the semi-annual compounding of accrued interest. In the case of 
the Treasury Obligations, this method will generally result in 
an increasing amount of income to the Unit holders of the Growth 
& Treasury Trust each year. Unit holders of the Growth & Treasury 
Trust should consult their tax advisers regarding the Federal 
income tax consequences and accretion of original issue discount 
under the stripped bond rules. For Federal income tax purposes, 
a Unit holder's pro rata portion of dividends as defined by Section 
316 of the Code paid with respect to an Equity Security held by 
each Trust are taxable as ordinary income to the extent of such 
corporation's current and accumulated "earnings and profits." 
A Unit holder's pro rata portion of dividends paid on such Equity 
Security which exceed such current and accumulated earnings and 
profits will first reduce a Unit holder's tax basis in such Equity 
Security, and to the extent that such dividends exceed a Unit 
holder's tax basis in such Equity Security shall generally be 
treated as capital gain. In general, any such capital gain will 
be short term unless a Unit holder has held his Units for more 
than one year.
    

   
3.      A Unit holder's portion of gain, if any, upon the sale or 
redemption of Units or the disposition of Securities held by a 
Trust will generally be considered a capital gain except in the 
case of a dealer or a financial


Page 10

institution and, in general, will be long-term if the Unit holder 
has held his Units for more than one year. A Unit holder's portion 
of loss, if any, upon the sale or redemption of Units or the disposition 
of Securities held by a Trust will generally be considered a capital 
loss except in the case of a dealer or a financial institution 
and, in general, will be long-term if the Unit holder has held 
his Units for more than one year. Unit holders should consult 
their tax advisers regarding the recognition of such capital gains 
and losses for Federal income tax purposes.
    

   
4.      The Code provides that "miscellaneous itemized deductions" 
are allowable only to the extent that they exceed two percent 
of an individual taxpayer's adjusted gross income. Miscellaneous 
itemized deductions subject to this limitation under present law 
include a Unit holder's pro rata share of expenses paid by a Trust, 
including fees of the Trustee and the Evaluator.
    

   
Dividends Received Deduction. A corporation that owns Units will 
generally be entitled to a 70% dividends received deduction with 
respect to such Unit holder's pro rata portion of dividends received 
by a Trust (to the extent such dividends are taxable as ordinary 
income, as discussed above) in the same manner as if such corporation 
directly owned the Equity Securities paying such dividends. However, 
a corporation owning Units should be aware that Sections 246 and 
246A of the Code impose additional limitations on the eligibility 
of dividends for the 70% dividends received deduction. These limitations 
include a requirement that stock (and therefore Units) must generally 
be held at least 46 days (as determined under Section 246(c) of 
the Code). Proposed regulations have been issued which address 
special rules that must be considered in determining whether the 
46 day holding requirement is met. Moreover, the allowable percentage 
of the deduction will be reduced from 70% if a corporate Unit 
holder owns certain stock (or Units) the financing of which is 
directly attributable to indebtedness incurred by such corporation. 
It should be noted that various legislative proposals that would 
affect the dividends received deduction have been introduced. 
Unit holders should consult with their tax advisers with respect 
to the limitations on and possible modifications to the dividends 
received deduction.
    

   
Recognition of Taxable Gain or Loss Upon Disposition of Securities 
by a Trust or Disposition of Units. As discussed above, a Unit 
holder may recognize taxable gain (or loss) when a Security is 
disposed of by a Trust or if the Unit holder disposes of a Unit. 
For taxpayers other than corporations, net capital gains are subject 
to a maximum marginal tax rate of 28%. However, it should be noted 
that legislative proposals are introduced from time to time that 
affect tax rates and could affect relative differences at which 
ordinary income and capital gains are taxed.
    

   
The Revenue Reconciliation Act of 1993 (the "Tax Act") raised 
tax rates on ordinary income while capital gains remain subject 
to a 28% maximum stated rate. Because some or all capital gains 
are taxed at a comparatively lower rate under the Tax Act, the 
Tax Act includes a provision that would recharacterize capital 
gains as ordinary income in the case of certain financial transactions 
that are "conversion transactions" effective for transactions 
entered into after April 30, 1993. Unit holders and prospective 
investors should consult with their tax advisers regarding the 
potential effect of this provision on their investment in Units.
    

   
Special Tax Consequences of In-Kind Distributions Upon Redemption 
of Units (for the Growth Trust) or Termination of a Trust. As 
discussed in "Rights of Unit Holders-How are Income and Capital 
Distributed?", under certain circumstances a Unit holder who owns 
at least 2,500 Units of a Trust may request an In-Kind Distribution 
upon the redemption of Units or the termination of the Growth 
Trust and only upon the termination of the Growth & Treasury Trust. 
The Unit holder requesting an In-Kind Distribution will be liable 
for expenses related thereto (the "Distribution Expenses") and 
the amount of such In-Kind Distribution will be reduced by the 
amount of the Distribution Expenses. See "Rights of Unit Holders-How 
are Income and Capital Distributed?" Treasury Obligations held 
by the Growth & Treasury Trust will not be distributed to a Unit 
holder as part of an In-Kind Distribution. The tax consequences 
relating to the sale of Treasury Obligations are discussed above. 
As previously discussed, prior to the redemption of Units or the 
termination of a Trust, a Unit holder is considered as owning 
a pro rata portion of each of the Trust assets for Federal income 
tax purposes. The receipt of an In-Kind Distribution upon the 
redemption of Units (for the Growth Trust) or the termination 
of a Trust would be deemed an exchange of such Unit holder'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 plus, possibly, cash. 
    

Page 11

   
There are generally three 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 
(and does not include the Treasury Obligations in the Growth & 
Treasury Trust). If the Unit holder receives only whole shares 
of a Security in exchange for his or her pro rata portion in each 
share of such Security held by a Trust, there is no taxable gain 
or loss recognized upon such deemed exchange pursuant to Section 
1036 of the Code. If the Unit holder receives whole shares of 
a particular Security plus cash in lieu of a fractional share 
of such Security, and if the fair market value of the Unit holder's 
pro rata portion of the shares of such Security exceeds his tax 
basis in his pro rata portion of such Security, taxable gain would 
be recognized in an amount not to exceed the amount of such cash 
received, pursuant to Section 1031(b) of the Code. No taxable 
loss would be recognized upon such an exchange pursuant to Section 
1031(c) of the Code, whether or not cash is received in lieu of 
a fractional share. Under either of these circumstances, special 
rules will be applied under Section 1031(d) of the Code to determine 
the Unit holder's tax basis in the shares of such particular Security 
which he receives as part of the In-Kind Distribution. Finally, 
if a Unit holder's pro rata interest in a Security does not equal 
a whole share, he may receive entirely cash in exchange for his 
pro rata portion of a particular Security. In such case, taxable 
gain or loss is measured by comparing the amount of cash received 
by the Unit holder with his tax basis in such Security.
    

   
Because each Trust will own many Securities, a Unit holder who 
requests an In-Kind Distribution will have to analyze the tax 
consequences with respect to each Security owned by a Trust. In 
analyzing the tax consequences with respect to each Security, 
such Unit holder must allocate the Distribution Expenses among 
the Securities (the "Allocable Expenses"). The Allocable Expenses 
will reduce the amount realized with respect to each Security 
so that the fair market value of the shares of such Security received 
(if any) and cash received in lieu thereof (as a result of any 
fractional shares) by such Unit holder should equal the amount 
realized for purposes of determining the applicable tax consequences 
in connection with an In-Kind Distribution. A Unit holder's tax 
basis in shares of such Security received will be increased by 
the Allocable Expenses relating to such Security. The amount of 
taxable gain (or loss) recognized upon such exchange will generally 
equal the sum of the gain (or loss) recognized under the rules 
described above by such Unit holder with respect to each Security 
owned by a Trust. Unit holders who request an In-Kind Distribution 
are advised to consult their tax advisers in this regard.
    

   
General. Each Unit holder will be requested to provide the Unit 
holder's taxpayer identification number to the Trustee and to 
certify that the Unit holder has not been notified that payments 
to the Unit holder 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 
Unit holder (including amounts received upon the redemption of 
Units) will be subject to 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 
(accrual of original issue discount on the Treasury Obligations 
in the Growth & Treasury Trust may not be subject to taxation 
or withholding provided certain requirements are met). Such persons 
should consult their tax advisers. 
    

   
Unit holders will be notified annually of the amounts of original 
issue discount (in the case of the Growth & Treasury Trust) and 
income dividends includable in the Unit holder's gross income 
and amounts of Trust expenses which may be claimed as itemized 
deductions.
    

   
Dividend income, long-term capital gains and accrual of original 
issue discount (in the case of the Growth & Treasury Trust) may 
also be subject to state and local taxes. Investors should consult 
their tax advisers for specific information on the tax consequences 
of particular types of distributions.
    

   
Unit holders desiring to purchase Units for tax-deferred plans 
and IRAs should consult their broker for details on establishing 
such accounts. Units may also be purchased by persons who already 
have self-directed plans established. See "Why are Investments 
in the Trusts Suitable for Retirement Plans?"
    

   
In the opinion of Carter, Ledyard & Milburn, Special Counsel to 
the Trusts for New York tax matters, under the existing income 
tax laws of the State of New York, each Trust is not an association 
taxable as a corporation and the income of each Trust will be 
treated as the income of the Unit holders thereof.
    

Page 12

Why are Investments in the Trusts Suitable for Retirement Plans?

Units of a Trust may be well suited for purchase by Individual 
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred 
retirement plans. Generally, the Federal income tax relating to 
capital gains and income received in each of the foregoing plans 
is deferred until distributions are received. Distributions from 
such plans are generally treated as ordinary income but may, in 
some cases, be eligible for special averaging or tax-deferred 
rollover treatment. Investors considering participation in any 
such plan should review specific tax laws related thereto and 
should consult their attorneys or tax advisers with respect to 
the establishment and maintenance of any such plan. Such plans 
are offered by brokerage firms and other financial institutions. 
Fees and charges with respect to such plans may vary.

                            PORTFOLIO

What are Treasury Obligations?

The Treasury Obligations deposited in the Growth & Treasury Trust 
consist of U.S. Treasury bonds which have been stripped of their 
unmatured interest coupons. The Treasury Obligations evidence 
the right to receive a fixed payment at a future date from the 
U.S. Government, and are backed by the full faith and credit of 
the U.S. Government. Treasury Obligations are purchased at a deep 
discount because the buyer obtains only the right to a fixed payment 
at a fixed date in the future and does not receive any periodic 
interest payments. The effect of owning deep discount bonds which 
do not make current interest payments (such as the Treasury Obligations) 
is that a fixed yield is earned not only on the original investment, 
but also, in effect, on all earnings during the life of the discount 
obligation. This implicit reinvestment of earnings at the same 
rate eliminates the risk of being unable to reinvest the income 
on such obligations at a rate as high as the implicit yield on 
the discount obligation, but at the same time eliminates the holder's 
ability to reinvest at higher rates in the future. For this reason, 
the Treasury Obligations are subject to substantially greater 
price fluctuations during periods of changing interest rates than 
are securities of comparable quality which make regular interest 
payments. The effect of being able to acquire the Treasury Obligations 
at a lower price is to permit more of the Growth & Treasury Trust's 
portfolio to be invested in Equity Securities.

What are Equity Securities?



The Trusts include different issues of Equity Securities, all 
of which are issued by regional bank holding companies or community 
banks and thrift institutions and are listed on a national securities 
exchange or the NASDAQ National Market System or are traded in 
the over-the-counter market.

   
An investment in Units of the Trusts should be made with an understanding 
of the problems and risks inherent in the banking and thrift industries 
in general. Banks and thrifts and their holding companies are 
especially subject to the adverse effects of economic recession, 
volatile interest rates, portfolio concentrations in geographic 
markets and in commercial and residential real estate loans, and 
competition from new entrants in their fields of business. Economic 
conditions in the real estate markets, which have been weak in 
the recent past, can have a significant effect upon thrifts because 
they generally have a substantial percentage of their assets invested 
in loans secured by real estate, as has recently been the case 
for a number of thrifts with respect to commercial real estate 
in the northeastern and southwestern regions of the United States. 
Banks and thrifts and their holding companies are subject to extensive 
federal regulation and, when such institutions are state-chartered, 
to state regulation as well. Such regulations impose strict capital 
requirements and limitations on the nature and extent of business 
activities that banks and thrifts may pursue. Furthermore, bank 
and thrift regulators have a wide range of discretion in connection 
with their supervisory and enforcement authority and may significantly 
restrict the permissible activities of a particular institution 
if deemed to pose significant risks to the soundness of such institution 
or the safety of the federal deposit insurance fund. Regulatory 
actions, such as increases in the minimum capital requirements 
applicable to banks and thrifts, respectively, and currently proposed 
increases in deposit insurance premiums required to be paid by 
banks and thrifts, respectively, to the FDIC, can negatively impact 
earnings and the ability of a company to pay dividends. Neither 
federal insurance of deposits nor governmental regulations, however, 
ensures the solvency or profitability of banks or thrifts or their 
holding companies, or insures against any risk of investment in 
the securities issued by such institutions.
    

Page 13

There has been much recent attention focused on the thrift and 
banking industries regarding prospects for legislative and regulatory 
changes which could have a material impact on investments in bank 
or thrift institutions. The Federal Deposit Insurance Corporation 
Improvement Act of 1991 and the Resolution Trust Corporation Refinancing, 
Restructuring, and Improvement Act of 1991 imposed many new limitations 
on the way in which banks, savings banks and thrifts may conduct 
their business and mandated early and aggressive regulatory intervention 
for unhealthy institutions. Periodic efforts by recent Administrations 
to introduce legislation broadening the ability of banks and thrifts 
to compete with new products have not been successful, but if 
enacted could lead to more failures as a result of increased competition 
and added risks. Failure to enact such legislation, on the other 
hand, may lead to declining earnings and an inability to compete 
with unregulated financial institutions. Efforts to expand the 
ability of federal thrifts to branch on an interstate basis have 
been initially successful through promulgation of regulations, 
but legislation to liberalize interstate branching for banks has 
stalled in Congress. Consolidation is likely to continue in both 
cases. The Securities and Exchange Commission and the Financial 
Accounting Standards Board require the expanded use of market 
value accounting by banks and thrifts, and have imposed rules 
requiring market value accounting for investment securities held 
in trading accounts or available for sale. Adoption of additional 
such rules may result in increased volatility in the reported 
health of the industry, and mandated regulatory intervention to 
correct such problems. Recently, the United States Treasury Department 
proposed a restructuring of the banks regulatory agencies which, 
if implemented, may adversely affect the Equity Securities in 
the Trust's portfolio. Additional legislative and regulatory changes 
may be forthcoming. For example, the deposit insurance system 
is under review by Congress and federal regulators, and proposed 
reforms of that system could, among other things, further restrict 
the ways in which deposited moneys can be used by banks and thrifts 
or reduce the dollar amount or number of deposits insured for 
any depositor. Such reforms could reduce profitability as investment 
opportunities available to bank and thrift institutions become 
more limited and as consumers look for savings vehicles other 
than bank and thrift deposits. Banks and thrifts face significant 
competition from other financial institutions such as mutual funds, 
credit unions, mortgage banking companies and insurance companies, 
and increased competition may result from legislative broadening 
of regional and national interstate banking powers as has been 
recently proposed. The Sponsor makes no prediction as to what, 
if any, manner of thrift regulatory reform might ultimately be 
adopted or what ultimate effect such reform might have on a Trust's 
portfolio.

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

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


Page 14

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

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

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

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

What are the Equity Securities Selected for Financial Institutions 
Growth Trust, Series 1 and Financial Institutions Growth & Treasury 
Securities Trust, Series 2?

   
The Financial Institutions Growth Trust, Series 1 and The Financial 
Institutions Growth & Treasury Securities Trust, Series 2 will 
invest approximately one-half of the equity portion of their portfolios 
in stocks of major regional bank holding companies. The Underwriter 
believes these companies are currently trading at very attractive 
levels compared to the general market, relative to their earnings, 
earnings growth, and dividends. These major institutions, each 
with assets of over $5 billion, have the ability to dominate the 
regional markets in which they operate and have been growing internally, 
as well as through acquisitions of smaller institutions.
    

Page 15

   
In addition, approximately one-half of the equity portion of their 
portfolios will be invested in the common stock of community banks 
and thrifts with assets between $100 million and $5 billion. These 
institutions are characterized by a commitment to individuals 
and small businesses in a small geographic area. They seek to 
be the "hometown" bank and to provide a high level of customer 
satisfaction. The Underwriter believes these institutions will 
prosper in the current environment. However, these organizations 
are also often the target of acquisition-minded larger banks and 
thrifts.
    

The Underwriter believes that a diversified portfolio of regional 
bank holding companies and community banks or thrifts will provide 
investors with good potential for both capital appreciation and 
dividend growth. The Trust portfolios were selected based on expected 
earnings growth, asset quality, franchise strength, and acquisition 
status, among other criteria.

Issuers of Equity Securities selected for inclusion in these Portfolios 
are as follows:

Regional Bank Holding Companies

Banc One Corporation, headquartered in Columbus, Ohio, operates 
offices throughout the United States through its banking subsidiaries. 
The Bank offers depository and lending services to individual 
and commercial customers. Banc One Corporation provides data processing, 
venture capital investment and merchant banking, trust services, 
brokerage services, investment management, equipment leasing and 
insurance through its other subsidiaries.

Barnett Banks, Inc. is headquartered in Jacksonville, Florida. 
Through its affiliates, Barnett provides a full range of commercial 
banking and related financial services to the retail, wholesale, 
manufacturing, real estate and financial sectors. These services 
include international banking activities in connection with foreign 
trade financing and cash management for corporate customers. Barnett 
operates offices in Florida and Georgia.

Charter One Financial, Inc., headquartered in Cleveland, Ohio, 
is a holding company for Charter One Bank, a Federal savings bank 
in Ohio which operates branches throughout the greater Cleveland 
area, Akron, Canton, Portsmouth, Toledo and Youngstown. In addition, 
the company operates loan offices in Columbus, Ohio, and Ashland, 
Kentucky.

Comerica, Inc., with headquarters in Detroit, Michigan, is a holding 
company for Comerica Bank, which operates banks in Michigan, Texas, 
Illinois and California, and Comerica Bank and Trust of Florida. 
The banks offer commercial, real estate and consumer loans, and 
general banking services. Subsidiaries include Comerica Investment 
Services, Inc., John V. Carr & Sons, Inc. and Woodbridge Capital 
Management.

First of America Bank Corporation is a bank holding company headquartered 
in Kalamazoo, Michigan, which serves Michigan, Indiana and Illinois. 
The company's subsidiary banks attract deposits and offer real 
estate mortgage, consumer, commercial and agricultural loans.

Huntington Bancshares, Inc., headquartered in Columbus, Ohio, 
is a multi-state bank holding company. The company's banking subsidiaries 
attract deposits and offer real estate, mortgage, consumer and 
commercial loans. The banks serve Ohio, Kentucky, Indiana, Michigan, 
West Virginia, Florida and Pennsylvania. Huntington also has trust, 
mortgage, investment banking and automobile finance subsidiaries.

KeyCorp, headquartered in Cleveland, Ohio, is a national banking 
franchise of banking subsidiaries.  Retail, commercial and investment 
management and trust services are the company's three primary 
lines of business. KeyCorp also owns non-bank subsidiaries providing 
trust, leasing, credit life insurance, data processing, mortgage 
banking and investment services.

National City Corporation is headquartered in Cleveland, Ohio. 
Through its banking subsidiaries, the company offers a wide range 
of banking and financial services throughout the states of Ohio, 
Kentucky and southern Indiana. In addition to its general commercial 
banking operations, the company offers trust, mortgage banking, 
public finance, merchant banking, venture capital, insurance and 
other financial services.

NBD Bancorp, Inc., is headquartered in Detroit, Michigan. Through 
its banking subsidiaries, the company provides domestic retail 
banking, worldwide commercial banking, and trust and investment 
management services. In addition, the company conducts operations 
in commercial finance and leasing, consumer credit, data processing, 
discount securities brokerage and insurance through its bank-related 
subsidiaries.


Page 16

Old Kent Financial Corporation, headquartered in Grand Rapids, 
Michigan, is a bank holding company for commercial banks which 
have their principal offices in various cities in Michigan and 
Illinois. Old Kent Bank offers a full range of commercial banking 
services to individuals, businesses, institutions and government 
agencies.

Community Banks and Thrift Institutions

Ameriana Bancorp, through its wholly owned subsidiary, Ameriana 
Bank, offers its line of banking services to east central Indiana. 
In addition, the company also owns Deer Park Federal Savings & 
Loan with offices in the greater Cincinnati area. The company 
also offers title insurance through Indiana Title Insurance Company. 
The bank has an interest in a New Orleans life insurance company. 
The company is headquartered in New Castle, Indiana. 

BankAtlantic, FSB, headquartered in Fort Lauderdale, Florida, 
attracts checking and savings deposits and makes mortgage, commercial 
and consumer loans through its main office in Fort Lauderdale 
and branch offices in Brower, Palm Beach and Dade Counties in 
Florida. In addition, the Bank develops real estate, offers discount 
brokerage services, prepares appraisals and takes title to, manages 
and sells foreclosures through its subsidiaries.

Capitol Bancorp Limited, headquartered in Lansing, Michigan, conducts 
banking activities which include branch banking and mortgage banking 
through its wholly-owned subsidiaries. The company's loan portfolio 
focuses on commercial loans to small and medium-sized businesses 
throughout the communities of Lansing, Ann Arbor, Portage and 
Kalamazoo, Michigan.

CB Bancorp, Inc., headquartered in Michigan City, Indiana, is 
the holding company for Community Bank. CB Bancorp offers commercial 
banking services which include attracting deposits from the public 
and generating funds in residential, consumer and commercial loans. 
The Bank operates branches located throughout LaPorte County and 
Michigan City, Indiana.

Central Indiana Bancorp, headquartered in Kokomo, Indiana, is 
a savings and loan holding company for First Federal Savings Bank 
of Kokomo, a federally chartered mutual savings bank which conducts 
its business from Howard County, Indiana. First Federal offers 
various lending, deposit and other financial services to retail 
and commercial customers.

D&N Financial Corporation, headquartered in Hancock, Michigan, 
is a holding company for D&N Bank and operates full service branch 
offices and savings agencies in central and northern Michigan. 
In addition, the company conducts business through mortgage banking 
offices located in Michigan and other states. D&N Financial Corporation 
specializes in single-family residential mortgage lending.

Falls Financial, Inc., headquartered in Cuyahoga Falls, Ohio, 
is a unitary savings and loan holding company for Falls Savings 
Bank. The Bank attracts deposits from the public and uses these 
funds to originate first mortgage real estate loans from the primary 
market areas which are located in Summit and Portage Counties 
in Ohio.

FFY Financial Corporation, headquartered in Youngstown, Ohio, 
is the holding company for the First Federal Savings Bank of Youngstown. 
First Federal is a federally chartered savings bank which attracts 
deposits and offers commercial, real estate and construction loans.

First Bancorporation of Ohio is a bank holding company headquartered 
in Akron, Ohio, which serves northeastern Ohio. The company's 
subsidiary banks attract deposits and offer real estate mortgage, 
commercial, financial, agricultural and installment loans.

First Federal Savings & Loan Corporation is a mutual holding company 
that holds a majority stake in First Federal Savings and Loan 
Bank. The Bank attracts deposits and offers commercial loans and 
services. First Federal is headquartered in and serves the Defiance, 
Ohio, area.

First Franklin Corporation is headquartered in Cincinnati, Ohio, 
and is the holding company for Franklin Savings & Loan Company. 
The thrift attracts deposits and offers residential and commercial 
real estate mortgage and consumer loans. Franklin Savings & Loan 
serves the city of Cincinnati and Hamilton County, Ohio.

First Merchants Corporation is a bank holding company headquartered 
in Muncie, Indiana, which serves east central Indiana. The company's 
subsidiary banks attract deposits and offer real estate mortgage, 
commercial, agricultural and consumer loans.


Page 17

First National Bank Corporation is headquartered in Mount Clemens, 
Michigan, and is the holding company for First National Bank in 
Mount Clemens. The Bank provides commercial and retail banking 
services to residents, businesses and institutions through its 
branch offices  in Macomb County, Michigan. The company also offers 
a variety of credit life and credit disability reinsurance to 
customers through its subsidiary, Bankers Fund.

Franklin Bank National Association, headquartered in Southfield, 
Michigan, attracts deposits and conducts a commercial banking 
business, offering consumer, construction, home equity, and real 
estate mortgage loans. The bank serves southeastern Michigan from 
four offices.

Fort Wayne National Corporation is a bank holding company headquartered 
in Fort Wayne, Indiana. The company's subsidiary banks attract 
deposits and conduct commercial banking businesses that offer 
real estate mortgage, commercial, industrial and consumer loans, 
and trust services. The banks serve Fort Wayne, Bluffton, Warsaw, 
Huntington, Auburn and Churubusco, Indiana.

Glenway Financial Corporation, headquartered in Cincinnati, Ohio, 
is the holding company for Centennial Savings Bank, a wholly owned 
subsidiary which serves the Cincinnati area. Centennial Savings 
Bank attracts deposits and offers full financial services including 
credit cards and mortgage, consumer, auto, home equity and limited 
commercial real estate loans.

Great Lakes Bancorp, FSB attracts deposits and offers real estate 
mortgage, commercial and consumer loans. The Bank, headquartered 
in Ann Arbor, Michigan, serves Michigan and Hamilton, Ohio.

Independent Bank Corporation, headquartered in Ionia, Michigan, 
is the bank holding company for several commercial banks located 
throughout Michigan. The banks attract deposits and conduct commercial 
banking businesses which offer commercial, agricultural, consumer 
and mortgage loans. The banks serve western and central Michigan.

Indiana Federal Corporation, headquartered in Valparaiso, Indiana, 
is a financial services holding company for Indiana Federal Savings 
and Loan Association. The savings and loan operates through full 
service offices in northwest Indiana. Included in these services 
are personal and commercial loans, savings and checking accounts 
and time deposits.

Irwin Financial Corporation is a multi-bank holding company with 
headquarters in Columbus, Indiana. The company provides commercial 
banking services such as personal and commercial checking accounts, 
savings and time deposit accounts, credit card services, mortgage 
banking services and investment-related activities through its 
principal subsidiaries.

Marion Capital Holdings, Inc., is headquartered in Marion, Indiana, 
and is the holding company for First Federal Savings Bank of Marion. 
The Bank provides lending, deposit and other financial services 
to retail and commercial customers in Indiana.

Michigan Financial Corporation is a bank holding company headquartered 
in Marquette, Michigan. Through its wholly-owned banking subsidiaries, 
the company provides full banking and trust services including 
commercial and savings deposit accounts for individuals, partnerships, 
corporations and governmental units. Subsidiaries provide loans, 
through commercial loan departments, for individuals and businesses 
in various industries.

Mid-Am, Inc., headquartered in Bowling Green, Ohio, is a bank 
holding company for several banks in the northwestern part of 
Ohio. The banks provide checking and savings accounts, commercial, 
mortgage and installment loans, and other financial services. 
Affiliates include Mid American National Bank & Trust Company, 
First National Bank Northwest Ohio and American Community Bank, 
N.A.

Suburban Bancorporation, Inc., headquartered in Cincinnati, Ohio, 
is the bank holding company for Suburban Federal Savings Bank. 
The company primarily attracts deposits from the general public, 
investing these funds in loans secured by first mortgages on one- 
to four-family residences in Ohio. Suburban also holds a portfolio 
of multi-family and commercial real estate loans and properties.

UF Bancorp, Inc., headquartered in Evansville, Indiana, is a holding 
company for Union Federal Savings Bank, which serves southern 
Indiana, western Kentucky and the Mt. Carmel area in southern 
Illinois. The Bank attracts deposits and originates loans that 
are secured by first mortgages on owner-occupied, one- to four-family 
residences.


Page 18

Wood Bancorp, Inc., headquartered in Bowling Green, Ohio, is the 
holding company for the First Federal Bank. Through its subsidiary, 
the company attracts retail deposits from the general public and 
invests those funds primarily in one- to four-family residential 
mortgage loans, and to a lesser extent, consumer loans. Wood Bancorp, 
Inc. also purchases mortgage-backed securities. Offices are located 
in Wood and Sandusky Counties in Ohio.

Workingmens Capital Holdings, Inc., is headquartered in Bloomington, 
Indiana, and is the holding company for Workingmens Federal Savings 
Bank. Workingmens and the Savings Bank conduct business from Bloomington, 
Indiana. The Savings Bank offers various retail deposits and lending 
services.

What are Some Additional Considerations for Investors?

Investors should be aware of certain other considerations before 
making a decision to invest in the Trusts.

The value of the Equity Securities, like the value of the Treasury 
Obligations, will fluctuate over the life of a Trust and may be 
more or less than the price at which they were deposited in such 
Trust. The Equity Securities may appreciate or depreciate in value 
(or pay dividends) depending on the full range of economic and 
market influences affecting these securities. However, the Sponsor 
believes that, upon termination of the Growth & Treasury Trust, 
even if the Equity Securities deposited in the Growth & Treasury 
Trust are worthless, an event which the Sponsor considers highly 
unlikely, the Treasury Obligations will provide sufficient principal 
to at least equal $10.00 per Unit (which is equal to the per Unit 
value upon maturity of the Treasury Obligations). This feature 
of the Growth & Treasury Trust provides Unit holders with principal 
protection, although they might forego any earnings on the amount 
invested. To the extent that Units are purchased at a price less 
than $10.00 per Unit, this feature may also provide a potential 
for capital appreciation.

Unless a Unit holder purchases Units of the Growth & Treasury 
Trust on the Initial Date of Deposit (or another date when the 
value of the Units is $10.00 or less), total distributions, including 
distributions made upon termination of the Growth & Treasury Trust, 
may be less than the amount paid for a Unit.

The Sponsor and the Trustee shall not be liable in any way for 
any default, failure or defect in any Security. In the event of 
a notice that any Treasury Obligations or Equity Securities will 
not be delivered ("Failed Contract Obligations") to a Trust, the 
Sponsor is authorized under the Indenture to direct the Trustee 
to acquire other Treasury Obligations (in the case of the Growth 
& Treasury Trust) or Equity Securities ("Replacement Securities"). 
Any Replacement Security deposited in a Trust will, in the case 
of Treasury Obligations in the Growth & Treasury Trust, have the 
same maturity value and, as closely as can be reasonably acquired 
by the Sponsor, the same maturity date or, in the case of Equity 
Securities, be identical to those which were the subject of the 
failed contract. The Replacement Securities must be purchased 
within 20 days after delivery of the notice of a failed contract 
and the purchase price may not exceed the amount of funds reserved 
for the purchase of the Failed Contract Obligations.

If the right of limited substitution described in the preceding 
paragraph is not utilized to acquire Replacement Securities in 
the event of a failed contract, the Sponsor will refund the sales 
charge attributable to such Failed Contract Obligations to all 
Unit holders of the affected Trust and the Trustee will distribute 
the principal attributable to such Failed Contract Obligations 
not more than 120 days after the date on which the Trustee received 
a notice from the Sponsor that a Replacement Security would not 
be deposited in the Trust. In addition, Unit holders should be 
aware that, at the time of receipt of such principal, they may 
not be able to reinvest such proceeds in other securities at a 
yield equal to or in excess of the yield which such proceeds would 
have earned for Unit holders of the Trust.

The Indenture also authorizes the Sponsor to increase the size 
of the Trusts and the number of Units thereof by the deposit of 
additional Securities in each Trust and the issuance of a corresponding 
number of additional Units.

Each Trust consists of the Securities listed under "Schedule of 
Investments" (or contracts to purchase such Securities) as may 
continue to be held from time to time in such Trusts and any additional 
Securities acquired and held by each Trust pursuant to the provisions 
of the Indenture (including provisions with respect to deposits 
into each Trust of Securities in connection with the issuance 
of additional Units).

Once all of the Securities in each Trust are acquired, the Trustee 
will have no power to vary the investments of the Trust, i.e., 
the Trustee will have no managerial power to take advantage of 
market variations to improve


Page 19

a Unit holder's investment, but may dispose of Securities only 
under limited circumstances. See "How May Securities be Removed 
from the Trusts?"

To the best of the Sponsor's knowledge, there is no litigation 
pending as of the Initial Date of Deposit in respect of any Security 
which might reasonably be expected to have a material adverse 
effect on the Trusts. At any time after the Initial Date of Deposit, 
litigation may be instituted on a variety of grounds with respect 
to the Securities. The Sponsor is unable to predict whether any 
such litigation will be instituted, or if instituted, whether 
such litigation might have a material adverse effect on the Trusts.

                         PUBLIC OFFERING

How is the Public Offering Price Determined?

   

Units are offered at the Public Offering Price. During the initial 
offering period, with respect to the Growth Trust, the Public 
Offering Price is based on the aggregate underlying value of the 
Equity Securities in the Trust, plus or minus cash, if any, in 
the Income and Capital Accounts of the Trust, plus a sales charge 
of 5.5% (equivalent to 5.82% of the net amount invested) subject 
to a reduction beginning June 1, 1995, divided by the number of 
Units of the Trust outstanding.

    

   

During the initial offering period, with respect to the Growth 
& Treasury Trust, the Public Offering Price is based on the aggregate 
of the offering side evaluation of the Treasury Obligations in 
the Trust and the aggregate underlying value of the Equity Securities 
in the Trust, plus or minus cash, if any, in the Income and Capital 
Accounts of the Trust, plus a sales charge of 5.5% (equivalent 
to 5.82% of the net amount invested) subject to a reduction beginning 
June 1, 1995, divided by the number of Units of the Trust outstanding.

    

   

During the initial offering period, with respect to the Growth 
Trust, the Sponsor's Repurchase Price is based on the aggregate 
underlying value of the Equity Securities in the Trust, plus or 
minus cash, if any, in the Income and Capital Accounts of the 
Trust divided by the number of Units of the Trust outstanding. 
For secondary market sales after the completion of the initial 
offering period, the Public Offering Price is also based on the 
aggregate underlying value of the Equity Securities in the Trust, 
plus or minus cash, if any, in the Income and Capital Accounts 
of the Trust, plus a maximum sales charge of 5.5% of the Public 
Offering Price (equivalent to 5.82% of the net amount invested) 
subject to a reduction beginning June 1, 1995, divided by the 
number of outstanding Units of the Trust.

    

   

During the initial offering period, with respect to the Growth 
& Treasury Trust, the Sponsor's Repurchase Price is based on the 
aggregate of the offering side evaluation of the Treasury Obligations 
in the Trust and the aggregate underlying value of the Equity 
Securities in the Trust, plus or minus cash, if any, in the Income 
and Capital Accounts of the Trust divided by the number of Units 
of the Trust outstanding. For secondary market sales after the 
completion of the initial offering period, the Public Offering 
Price is based on the aggregate bid side evaluation of the Treasury 
Obligations in the Trust and the aggregate underlying value of 
the Equity Securities in the Trust, plus or minus cash, if any, 
in the Income and Capital Accounts of the Trust, plus a maximum 
sales charge of 5.5% of the Public Offering Price (equivalent 
to 5.82% of the net amount invested) subject to a reduction beginning 
June 1, 1995, divided by the number of outstanding Units of the 
Trust.

    

The minimum purchase of the Trusts is $1,000. The applicable sales 
charge for each Trust is reduced by a discount as indicated below 
for volume purchases:

<TABLE>
<CAPTION>

        Number of Units                         Discount   
        _______________                         ________
        <S>                                     <C>

        10,000 but less than 25,000             1.0%
        25,000 but less than 50,000             1.5%
        50,000 or more                          2.0%

</TABLE>

Any such reduced sales charge shall be the responsibility of the 
selling underwriter or dealer. The reduced sales charge structure 
will apply on all purchases of Units in a Trust by the same person 
on any one day from any one underwriter or dealer. Additionally, 
Units purchased in the name of the spouse of a purchaser or in 
the name of a child of such purchaser under 21 years of age will 
be deemed, for the purposes of calculating the applicable sales 
charge, to be additional purchases by the purchaser. The reduced 
sales charges will also be applicable to a trustee or other fiduciary 
purchasing securities for a single trust estate or single


Page 20

fiduciary account. The purchaser must inform the Underwriter or 
dealer of any such combined purchase prior to the sale in order 
to obtain the indicated discount. In addition, with respect to 
the employees, officers and directors (including their immediate 
family members, defined as spouses, children, grandchildren, parents, 
grandparents, mothers-in-law, fathers-in-law, sons-in-law and 
daughters-in-law, and trustees, custodians or fiduciaries for 
the benefit of such persons) of the Sponsor and the Underwriters 
and their subsidiaries, the sales charge is reduced by 4.1% of 
the Public Offering Price for purchases of Units during the primary 
and secondary public offering periods.

Had the Units of the Trusts been available for sale on the business 
day prior to the Initial Date of Deposit, the Public Offering 
Price for each Trust would have been as indicated in "Summary 
of Essential Information." The Public Offering Price of Units 
on the date of the prospectus or during the initial offering period 
may vary from the amount stated under "Summary of Essential Information" 
in accordance with fluctuations in the prices of the underlying 
Securities. During the initial offering period, the aggregate 
value of the Units of each Trust shall be determined (a) on the 
basis of the offering prices of the Treasury Obligations (if any) 
and the aggregate underlying value of the Equity Securities therein 
plus or minus cash, if any, in the Income and Capital Accounts 
of such Trust, (b) if offering prices are not available for the 
Treasury Obligations (if any), on the basis of offering prices 
for comparable securities, (c) by determining the value of the 
Treasury Obligations (if any) on the offer side of the market 
by appraisal, or (d) by any combination of the above. The aggregate 
underlying value of the Equity Securities will be determined in 
the following manner: if the Equity Securities are listed on a 
national securities exchange or the NASDAQ National Market System, 
this evaluation is generally based on the closing sale prices 
on that exchange or that system (unless it is determined that 
these prices are inappropriate as a basis for valuation) or, if 
there is no closing sale price on that exchange or system, at 
the closing ask prices. If the Equity Securities are not so listed 
or, if so listed and the principal market therefore is other than 
on the exchange, the evaluation shall generally be based on the 
current ask price on the over-the-counter market (unless it is 
determined that these prices are inappropriate as a basis for 
evaluation). If current ask prices are unavailable, the evaluation 
is generally determined (a) on the basis of current ask prices 
for comparable securities, (b) by appraising the value of the 
Equity Securities on the ask side of the market or (c) by any 
combination of the above.

After the completion of the initial offering period, the secondary 
market Public Offering Price will be equal to the bid price per 
Unit of the Treasury Obligations in each Trust (if any) and the 
aggregate underlying value of the Equity Securities therein, plus 
or minus cash, if any, in the Income and Capital Accounts of each 
Trust plus the applicable sales charge. The offering price of 
the Treasury Obligations in the Growth & Treasury Trust may be 
expected to be greater than the bid price of the Treasury Obligations 
by less than 2%.

Although payment is normally made five business days following 
the order for purchase, payment may be made prior thereto. Cash, 
if any, made available to the Sponsor prior to the date of settlement 
for the purchase of Units may be used in the Sponsor's business 
and may be deemed to be a benefit to the Sponsor, subject to the 
limitations of the Securities Exchange Act of 1934. Delivery of 
Certificates representing Units so ordered will be made five business 
days following such order or shortly thereafter. See "Rights of 
Unit Holders-How May Units be Redeemed?" for information regarding 
the ability to redeem Units ordered for purchase.

How are Units Distributed?

During the initial offering period (i) for Units issued on the 
Initial Date of Deposit and (ii) for additional Units issued after 
such date as additional Securities are deposited by the Sponsor, 
Units will be distributed to the public at the then current Public 
Offering Price. The initial offering period may be up to approximately 
360 days. During such period, the Sponsor may deposit additional 
Securities in each Trust and create additional Units. Units reacquired 
by the Sponsor during the initial offering period (at prices based 
upon the aggregate offering price of the Treasury Obligations 
(if any) and the aggregate underlying value of the Equity Securities 
in each Trust plus or minus a pro rata share of cash, if any, 
in the Income and Capital Accounts of such Trust) may be resold 
at the then current Public Offering Price. Upon the termination 
of the initial offering period, unsold Units created or reacquired 
during the initial offering period will be sold or resold at the 
then current Public Offering Price.


Page 21

Upon completion of the initial offering, Units repurchased in 
the secondary market (see "Will There be a Secondary Market?") 
may be offered by this prospectus at the secondary market public 
offering price determined in the manner described above.

   

It is the intention of the Sponsor to qualify Units of the Trusts 
for sale in a number of states. With respect to each Trust, sales 
initially will be made to dealers and others at prices which represent 
a concession or agency commission of 3.5% of the Public Offering 
Price, and, for secondary market sales, 3.5% of the Public Offering 
Price (or 65% of the then current maximum sales charge after June 
1, 1995). Effective on each June 1, commencing June 1, 1995, the 
sales charge of each Trust will be reduced by  1/2 of 1% to a 
minimum sales charge of 3.3%. However, resales of Units of the 
Trusts by such dealers and others to the public will be made at 
the Public Offering Price described in the prospectus. The Sponsor 
reserves the right to change the amount of the concession or agency 
commission from time to time. Certain commercial banks may be 
making Units of the Trusts available to their customers on an 
agency basis. A portion of the sales charge paid by these customers 
is retained by or remitted to the banks in the amounts indicated 
in the second preceding sentence. Under the Glass-Steagall Act, 
banks are prohibited from underwriting Trust Units; however, the 
Glass-Steagall Act does permit certain agency transactions and 
the banking regulators have not indicated that these particular 
agency transactions are not permitted under such Act. In Texas 
and in certain other states, any banks making Units available 
must be registered as broker/dealers under state law.

    

What are the Sponsor's Profits?

With respect to the Growth Trust, the Underwriters of the Trust 
will receive a gross sales commission equal to 5.5% of the Public 
Offering Price of the Units (equivalent to 5.82% of the net amount 
invested), less any reduced sales charge for quantity purchases. 
With respect to the Growth & Treasury Trust, the Underwriters 
of the Trust will receive a gross sales commission equal to 5.5% 
of the Public Offering Price of the Units (equivalent to 5.82% 
of the net amount invested), less any reduced sales charge for 
quantity purchases as described under "Public Offering-How is 
the Public Offering Price Determined?" See "Underwriting" for 
information regarding the receipt of the excess gross sales commissions 
by the Sponsor from the other Underwriters and additional concessions 
available to Underwriters, dealers and others. In addition, the 
Sponsor and the Underwriter may be considered to have realized 
a profit or to have sustained a loss, as the case may be, in the 
amount of any difference between the cost of the Securities to 
the Trusts (which is based on the Evaluator's determination of 
the aggregate offering price of the underlying Securities of each 
Trust on the Initial Date of Deposit as well as on subsequent 
deposits) and the cost of such Securities to the Sponsor. See 
"Underwriting" and Note (2) of "Schedules of Investments." During 
the initial offering period, the Underwriters also may realize 
profits or sustain losses as a result of fluctuations after the 
Date of Deposit in the Public Offering Price received by the Underwriters 
upon the sale of Units.

   

In maintaining a market for the Units, the Sponsor will also realize 
profits or sustain losses in the amount of any difference between 
the price at which Units are purchased and the price at which 
Units are resold (which price includes a sales charge of 5.5% 
with respect to each Trust) subject to a reduction beginning June 
1, 1995 or redeemed. The secondary market public offering price 
of Units may be greater or less than the cost of such Units to 
the Sponsor.

    

Will There be a Secondary Market?

After the initial offering period, although it is not obligated 
to do so, the Sponsor intends to, and the Underwriter may, maintain 
a market for the Units and continuously offer to purchase Units 
at prices, subject to change at any time, based upon the aggregate 
bid price of the Treasury Obligations in the Portfolio of a Trust 
(if any) and the aggregate underlying value of the Equity Securities 
in such Trust plus or minus cash, if any, in the Income and Capital 
Accounts of such Trust. All expenses incurred in maintaining a 
secondary market, other than the fees of the Evaluator and the 
costs of the Trustee in transferring and recording the ownership 
of Units, will be borne by the Sponsor. If the supply of Units 
exceeds demand, or for some other business reason, the Sponsor 
may discontinue purchases of Units at such prices. IF A UNIT HOLDER 
WISHES TO DISPOSE OF HIS UNITS, HE SHOULD INQUIRE OF THE SPONSOR 
AS TO CURRENT MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION 
TO THE TRUSTEE.

Page 22

                     RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

The Trustee is authorized to treat as the record owner of Units 
that person who is registered as such owner on the books of the 
Trustee. Ownership of Units may be evidenced by registered certificates 
executed by the Trustee and the Sponsor. Delivery of certificates 
representing Units ordered for purchase is normally made five 
business days following such order or shortly thereafter. Certificates 
are transferable by presentation and surrender to the Trustee 
properly endorsed or accompanied by a written instrument or instruments 
of transfer. Certificates to be redeemed must be properly endorsed 
or accompanied by a written instrument or instruments of transfer. 
A Unit holder must sign exactly as his name appears on the face 
of the certificate with the signature guaranteed by a participant 
in the Securities Transfer Agents Medallion Program ("STAMP") 
or such other signature guaranty program in addition to, or in 
substitution for, STAMP, as may be accepted by the Trustee. In 
certain instances the Trustee may require additional documents 
such as, but not limited to, trust instruments, certificates of 
death, appointments as executor or administrator or certificates 
of corporate authority. Record ownership may occur before settlement.

Certificates will be issued in fully registered form, transferable 
only on the books of the Trustee in denominations of one Unit 
or any multiple thereof, numbered serially for purposes of identification.

Unit holders may elect to hold their Units in uncertificated form. 
The Trustee will maintain an account for each such Unit holder 
and will credit each such account with the number of Units purchased 
by that Unit holder. Within two business days of the issuance 
or transfer of Units held in uncertificated form, the Trustee 
will send to the registered owner of Units a written initial transaction 
statement containing a description of the Trust; the number of 
Units issued or transferred; the name, address and taxpayer identification 
number, if any, of the new registered owner; a notation of any 
liens and restrictions of the issuer and any adverse claims to 
which such Units are or may be subject or a statement that there 
are no such liens, restrictions or adverse claims; and the date 
the transfer was registered. Uncertificated Units are transferable 
through the same procedures applicable to Units evidenced by certificates 
(described above), except that no certificate need be presented 
to the Trustee and no certificate will be issued upon the transfer 
unless requested by the Unit holder. A Unit holder may at any 
time request the Trustee to issue certificates for Units.

Although no such charge is now made or contemplated, a Unit holder 
may be required to pay $2.00 to the Trustee per certificate reissued 
or transferred and to pay any governmental charge that may be 
imposed in connection with each such transfer or exchange. For 
new certificates issued to replace destroyed, stolen or lost certificates, 
the Unit holder may be required to furnish indemnity satisfactory 
to the Trustee and pay such expenses as the Trustee may incur. 
Mutilated certificates must be surrendered to the Trustee for 
replacement.

How are Income and Capital Distributed?

The Trustee will distribute any net income (other than accreted 
interest) received with respect to any of the Securities in the 
Trusts on or about the Income Distribution Dates to Unit holders 
of record on the preceding Income Record Date. See "Summary of 
Essential Information." The pro rata share of cash in the Capital 
Account of each Trust will be computed as of the fifteenth day 
of each month. Proceeds received on the sale of any Securities 
in a Trust, to the extent not used to meet redemptions of Units 
or pay expenses, will, however, be distributed on the last day 
of each month to Unit holders of record on the fifteenth day of 
such month if the amount available for distribution equals at 
least $0.01 per Unit. The Trustee is not required to pay interest 
on funds held in the Capital Account of a Trust (but may itself 
earn interest thereon and therefore benefit from the use of such 
funds). Notwithstanding, distributions of funds in the Capital 
Account of a Trust, if any, will be made on the last day of each 
December to Unit holders of record as of December 15th. Income 
with respect to the original issue discount on the Treasury Obligations 
in a Trust (if any) will not be distributed currently, although 
Unit holders will be subject to Federal income tax as if a distribution 
had occurred. See "What is the Federal Tax Status of Unit Holders?"

Under regulations issued by the Internal Revenue Service, the 
Trustee is required to withhold a specified percentage of any 
distribution made by a Trust if the Trustee has not been furnished 
the Unit holder's tax identification number in the manner required 
by such regulations. Any amount so withheld is transmitted to 
the


Page 23

Internal Revenue Service and may be recovered by the Unit holder 
under certain circumstances by contacting the Trustee, otherwise 
the amount may be recoverable only when filing a tax return. Under 
normal circumstances the Trustee obtains the Unit holder's tax 
identification number from the selling broker. However, a Unit 
holder should examine his or her statements from the Trustee to 
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding." 
In the event the Trustee has not been previously provided such 
number, one should be provided as soon as possible.

   

Within a reasonable time after the Trusts are terminated, each 
Unit holder of a Trust will, upon surrender of his Units for redemption, 
receive: (i) the pro rata share of the amounts realized upon the 
disposition of Equity Securities, unless he elects an In-Kind 
Distribution as described below, (ii) a pro rata share of the 
amounts realized upon the disposition of the Treasury Obligations 
(if any) and (iii) a pro rata share of any other assets of the 
Trusts, less expenses of the Trusts, subject to the limitation 
that Treasury Obligations in a Growth & Treasury Trust may not 
be sold to pay for Trust expenses. Not less than 60 days prior 
to the Mandatory Termination Date for the Growth Trust and not 
less than 60 days prior to the Treasury Obligations Maturity Date 
for the Growth & Treasury Trust, the Trustee will provide written 
notice thereof to all Unit holders and will include with such 
notice a form to enable Unit holders to elect a distribution of 
shares of Equity Securities (an "In-Kind Distribution"), if such 
Unit holder owns at least 2,500 Units of a Trust, rather than 
to receive payment in cash for such Unit holder's pro rata share 
of the amounts realized upon the disposition by the Trustee of 
Equity Securities. An In-Kind Distribution will be reduced by 
customary transfer and registration charges. To be effective, 
the election form, together with surrendered certificates and 
other documentation required by the Trustee, must be returned 
to the Trustee at least five business days prior to the Mandatory 
Termination Date for the Growth Trust and at least five business 
days prior to the Treasury Obligations Maturity Date for the Growth 
& Treasury Trust. Not less than 60 days prior to the termination 
of a Trust, those Unit holders owning at least 2,500 Units will 
be offered the option of having the proceeds from the Equity Securities 
distributed "In-Kind," or they will be paid in cash, as indicated 
above. A Unit holder may, of course, at any time after the Equity 
Securities are distributed, sell all or a portion of the shares. 

    

The Trustee will credit to the Income Account of a Trust any dividends 
received on the Equity Securities therein. All other receipts 
(e.g. return of principal, capital gains, etc.) are credited to 
the Capital Account of such Trust.

The Trustee may establish reserves (the "Reserve Account") within 
a Trust for state and local taxes, if any, and any governmental 
charges payable out of the Trusts.

What Reports will Unit Holders Receive?

The Trustee shall furnish Unit holders in connection with each 
distribution a statement of the amount of income, if any, and 
the amount of other receipts, if any, which are being distributed, 
expressed in each case as a dollar amount per Unit. 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 Unit holder of a Trust the following information in 
reasonable detail: (1) a summary of transactions in a Trust for 
such year; (2) any Securities sold during the year and the Securities 
held at the end of such year by a Trust; (3) the redemption price 
per Unit based upon a computation thereof on the 31st day of December 
of such year (or the last business day prior thereto); and (4) 
amounts of income and capital distributed during such year.

In order to comply with Federal and state tax reporting requirements, 
Unit holders will be furnished, upon request to the Trustee, evaluations 
of the Securities in the Trusts furnished to it by the Evaluator.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his Units by tender 
to the Trustee at its corporate trust office in the City of New 
York of the certificates representing the Units to be redeemed, 
or in the case of uncertificated Units, delivery of a request 
for redemption, duly endorsed or accompanied by proper instruments 
of transfer with signature guaranteed as explained above (or by 
providing satisfactory indemnity, as in connection with lost, 
stolen or destroyed certificates), and payment of applicable governmental 
charges, if any. No redemption fee will be charged. 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 Unit holder will be entitled to receive

Page 24

in cash an amount for each Unit equal to the Redemption Price 
per Unit next computed after receipt by the Trustee of such tender 
of Units. The "date of tender" is deemed to be the date on which 
Units are received by the Trustee, except that as regards Units 
received after 4:00 p.m. Eastern time, the date of tender is the 
next day on which the New York Stock Exchange is open for trading 
and such Units will be deemed to have been tendered to the Trustee 
on such day for redemption at the redemption price computed on 
that day. Units so redeemed shall be cancelled.

   

With respect to the Growth Trust, any Unit holder tendering 2,500 
Units or more for redemption may request by written notice submitted 
at the time of tender from the Trustee in lieu of a cash redemption 
a distribution of shares of Equity Securities in an amount and 
value of Equity Securities per Unit equal to the Redemption Price 
Per Unit as determined as of the evaluation next following tender. 
To the extent possible, In-Kind distributions ("In-Kind Distributions")
shall be made by the Trustee through the distribution of each 
of the Equity Securities in book-entry form to the account of 
the Unit holder's bank or broker-dealer at the Depository Trust 
Company. An In-Kind Distribution will be reduced by customary 
transfer and registration charges only if shares are taken in 
physical form and are not held at the Depository Trust Company. 
The tendering Unit holder will receive his pro rata number of 
whole shares of each of the Equity Securities comprising the portfolio 
and cash from the Capital Account equal to the fractional shares 
to which the tendering Unit holder is entitled. The Trustee may 
adjust the number of shares of any issue of Equity Securities 
included in a Unit holder's In-Kind Distribution to facilitate 
the distribution of whole shares, such adjustment to be made on 
the basis of the value of Equity Securities on the date of tender. 
If funds in the Capital Account are insufficient to cover the 
required cash distribution to the tendering Unit holder, the Trustee 
may sell Equity Securities in the manner described above.

    

Under regulations issued by the Internal Revenue Service, the 
Trustee is required to withhold a specified percentage of the 
principal amount of a Unit redemption if the Trustee has not been 
furnished the redeeming Unit holder's tax identification number 
in the manner required by such regulations. Any amount so withheld 
is transmitted to the Internal Revenue Service and may be recovered 
by the Unit holder only when filing a tax return. Under normal 
circumstances, the Trustee obtains the Unit holder's tax identification 
number from the selling broker. However, any time a Unit holder 
elects to tender Units for redemption, such Unit holder should 
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding." 
In the event the Trustee has not been previously provided such 
number, one must be provided at the time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn 
from the Income Account of a Trust to the extent that funds are 
available for such purpose. All other amounts paid on redemption 
shall be withdrawn from the Capital Account of such Trust.

The Trustee is empowered to sell Securities of a Trust in order 
to make funds available for redemption. To the extent that Securities 
are sold, the size and diversity of such Trust will be reduced. 
Such sales may be required at a time when Securities would not 
otherwise be sold and might result in lower prices than might 
otherwise be realized. With respect to the Growth & Treasury Trust, 
Equity Securities will be sold to meet redemptions of Units before 
Treasury Obligations, although Treasury Obligations may be sold 
if the Growth & Treasury Trust is assured of retaining a sufficient 
principal amount of Treasury Obligations to provide funds upon 
maturity of such Trust at least equal to $10.00 per Unit.

The Redemption Price per Unit (as well as the secondary market 
Public Offering Price) will be determined on the basis of the 
bid price of the Treasury Obligations (if any) and the aggregate 
underlying value of the Equity Securities in each Trust plus or 
minus cash, if any, in the Income and Capital Accounts of such 
Trust, while the Public Offering Price per Unit during the initial 
offering period will be determined on the basis of the offering 
price of such Treasury Obligations (if any), as of the close of 
trading on the New York Stock Exchange on the date any such determination 
is made and the aggregate underlying value of the Equity Securities 
in each Trust, plus or minus cash, if any, in the Income and Capital 
Accounts of each Trust. On the Initial Date of Deposit the Public 
Offering Price per Unit (which is based on the offering prices 
of the Treasury Obligations (if any) and the aggregate underlying 
value of the Equity Securities in each Trust and includes the 
sales charge) exceeded the Unit value at which Units could have 
been redeemed (based upon the current bid prices of the Treasury 
Obligations (if any) and the aggregate underlying value of the 
Equity Securities in each Trust) by the amount shown under "Summary 
of Essential Information." The Redemption Price per


Page 25

Unit of each Trust is the pro rata share of each Unit determined 
by the Trustee by adding: (1) the cash on hand in the Trust other 
than cash deposited in the Trust to purchase Securities not applied 
to the purchase of such Securities; (2) the aggregate value of 
the Securities (including "when issued" contracts, if any) held 
in the Trust, as determined by the Evaluator on the basis of bid 
prices of the Treasury Obligations (if any) and the aggregate 
underlying value of the Equity Securities in each Trust next computed; 
and (3) dividends receivable on the Equity Securities trading 
ex-dividend as of the date of computation; and deducting therefrom: 
(1) amounts representing any applicable taxes or governmental 
charges payable out of the Trust; (2) an amount representing estimated 
accrued expenses of the Trust, including but not limited to fees 
and expenses of the Trustee (including legal and auditing fees), 
the Evaluator and supervisory fees, if any; (3) cash held for 
distribution to Unit holders of record of the Trust as of the 
business day prior to the evaluation being made; and (4) other 
liabilities incurred by the Trust; and finally dividing the results 
of such computation by the number of Units of the Trust outstanding 
as of the date thereof.

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

The right of redemption may be suspended and payment postponed 
for any period during which the New York Stock Exchange is closed, 
other than for customary weekend and holiday closings, or during 
which the Securities and Exchange Commission determines that trading 
on the New York Stock Exchange is restricted or any emergency 
exists, as a result of which disposal or evaluation of the Securities 
is not reasonably practicable, or for such other periods as the 
Securities and Exchange Commission may by order permit. Under 
certain extreme circumstances, the Sponsor may apply to the Securities 
and Exchange Commission for an order permitting a full or partial 
suspension of the right of Unit holders to redeem their Units. 
The Trustee is not liable to any person in any way for any loss 
or damage which may result from any such suspension or postponement.

How May Units be Purchased by the Sponsor?

The Trustee shall notify the Sponsor of any tender of Units for 
redemption. If the Sponsor's bid in the secondary market at that 
time equals or exceeds the Redemption Price per Unit, it may purchase 
such Units by notifying the Trustee before 1:00 p.m. Eastern time 
on the same business day and by making payment therefor to the 
Unit holder not later than the day on which the Units would otherwise 
have been redeemed by the Trustee. Units held by the Sponsor may 
be tendered to the Trustee for redemption as any other Units. 
In the event the Sponsor does not purchase Units, the Trustee 
may sell Units tendered for redemption in the over-the-counter 
market, if any, as long as the amount to be received by the Unit 
holder is equal to the amount he would have received on redemption 
of the Units.

The offering price of any Units acquired by the Sponsor will be 
in accord with the Public Offering Price described in the then 
effective prospectus describing such Units. Any profit or loss 
resulting from the resale or redemption of such Units will belong 
to the Sponsor.

How May Securities be Removed from the Trusts?

   

The Portfolio of each Trust is not "managed" by the Sponsor or 
the Trustee; their activities described herein are governed solely 
by the provisions of the Indenture. The Indenture provides that 
the Sponsor may (but need not) direct the Trustee to dispose of 
an Equity Security in the event that an issuer defaults in the 
payment of a dividend that has been declared, that any action 
or proceeding has been instituted restraining the payment of dividends 
or there exists any legal question or impediment affecting such 
Equity Security, that the issuer of the Equity Security has breached 
a covenant which would affect the payments of dividends,


Page 26

the credit standing of the issuer or otherwise impair the sound 
investment character of the Equity Security, that the issuer has 
defaulted on the payment on any other of its outstanding obligations, 
that the price of the Equity Security has declined to such an 
extent or other such credit factors exist so that in the opinion 
of the Sponsor, the retention of such Equity Securities would 
be detrimental to a Trust. Treasury Obligations in the Growth 
& Treasury Trust may be sold by the Trustee only pursuant to the 
liquidation of such Trust or to meet redemption requests. Pursuant 
to the Indenture and with limited exceptions, the Trustee may 
sell any securities or other property acquired in exchange for 
Equity Securities of either Trust such as those acquired in connection 
with a merger or other transaction. If offered such new or exchanged 
securities or property, the Trustee shall reject the offer. However, 
in the event such securities or property are nonetheless acquired 
by a Trust, they may be accepted for deposit in such Trust and 
either sold by the Trustee or held in the Trust pursuant to the 
direction of the Sponsor (who may rely on the advice of the Portfolio 
Supervisor). Proceeds from the sale of Securities by the Trustee 
are credited to the Capital Account of a Trust for distribution 
to Unit holders or to meet redemptions.

    

The Trustee may also sell Securities designated by the Sponsor, 
or if not so directed, in its own discretion, for the purpose 
of redeeming Units of a Trust tendered for redemption and the 
payment of expenses; provided however, for the Growth & Treasury 
Trust, that in the case of Securities sold to meet redemption 
requests, Treasury Obligations may only be sold if the Growth 
& Treasury Trust is assured of retaining a sufficient principal 
amount of Treasury Obligations to provide funds upon maturity 
of the Trust at least equal to $10.00 per Unit. Treasury Obligations 
may not be sold by the Trustee to meet Growth & Treasury Trust 
expenses.

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

        INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting, 
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in 
1991, acts as Sponsor for successive series of The First Trust 
Combined Series, The First Trust Special Situations Trust, The 
First Trust Insured Corporate Trust, The First Trust of Insured 
Municipal Bonds, The First Trust GNMA, Templeton Growth and Treasury 
Trust, Templeton Foreign Fund & U.S. Treasury Securities Trust, 
and The Advantage Growth and Treasury Securities Trust. First 
Trust introduced the first insured unit investment trust in 1974 
and to date more than $8 billion in First Trust unit investment 
trusts have been deposited. The Sponsor's employees include a 
team of professionals with many years of experience in the unit 
investment trust industry. The Sponsor is a member of the National 
Association of Securities Dealers, Inc. and Securities Investor 
Protection Corporation and has its principal offices at 1001 Warrenville 
Road, Lisle, Illinois 60532; telephone number (708) 241-4141. 
As of December 31, 1993, the total partners' capital of Nike Securities 
L.P. was $12,743,032 (audited). (This paragraph relates only to 
the Sponsor and not to the Trusts or to any series thereof or 
to any other Underwriters. The information is included herein 
only for the purpose of informing investors as to the financial 
responsibility of the Sponsor and its ability to carry out its 
contractual obligations. More detailed financial information will 
be made available by the Sponsor upon request.)

Who is the Trustee?

The Trustee is United States Trust Company of New York with its 
principal place of business at 45 Wall Street, New York, New York 
10005 and its unit investment trust offices at 770 Broadway, New 
York, New York 10003. Unit holders who have questions regarding 
the Trusts, may call the Customer Service Help Line at 1-800-682-7520. 
The Trustee is a member of the New York Clearing House Association 
and is subject to supervision and examination by the Comptroller 
of the Currency, the Federal Deposit Insurance Corporation and 
the Board of Governors of the Federal Reserve System.


Page 27

The Trustee, whose duties are ministerial in nature, has not participated 
in the selection of the Securities. For information relating to 
the responsibilities of the Trustee under the Indenture, reference 
is made to the material set forth under "Rights of Unit Holders."

The Trustee and any successor trustee may resign by executing 
an instrument in writing and filing the same with the Sponsor 
and mailing a copy of a notice of resignation to all Unit holders. 
Upon receipt of such notice, the Sponsor is obligated to appoint 
a successor trustee promptly. If the Trustee becomes incapable 
of acting or becomes bankrupt or its affairs are taken over by 
public authorities, the Sponsor may remove the Trustee and appoint 
a successor as provided in the Indenture. If upon resignation 
of a trustee no successor has accepted the appointment within 
30 days after notification, the retiring trustee may apply to 
a court of competent jurisdiction for the appointment of a successor. 
The resignation or removal of a trustee becomes effective only 
when the successor trustee accepts its appointment as such or 
when a court of competent jurisdiction appoints a successor trustee.

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

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit 
holders for taking any action or for refraining from taking any 
action in good faith pursuant to the Indenture, or for errors 
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of 
the Trustee) or reckless disregard of their obligations and duties. 
The Trustee shall not be liable for depreciation or loss incurred 
by reason of the sale by the Trustee of any of the Securities. 
In the event of the failure of the Sponsor to act under the Indenture, 
the Trustee may act thereunder and shall not be liable for any 
action taken by it in good faith under the Indenture.

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 or 
upon or in respect of the Trust which the Trustee may be required 
to pay under any present or future law of the United States of 
America or of any other taxing authority having jurisdiction. 
In addition, the Indenture contains other customary provisions 
limiting the liability of the Trustee.

If the Sponsor shall fail to perform any of its duties under the 
Indenture or becomes incapable of acting or becomes bankrupt or 
its affairs are taken over by public authorities, then the Trustee 
may (a) appoint a successor Sponsor at rates of compensation deemed 
by the Trustee to be reasonable and not exceeding amounts prescribed 
by the Securities and Exchange Commission, or (b) terminate the 
Indenture and liquidate the Trusts as provided herein, or (c) 
continue to act as Trustee without terminating the Indenture.

Who is the Evaluator?

The Evaluator is Securities Evaluation Service, Inc., 531 East 
Roosevelt Road, Suite 200, Wheaton, Illinois 60187. The Evaluator 
may resign or may be removed by the Sponsor and the Trustee, in 
which event the Sponsor and the Trustee are to use their best 
efforts to appoint a satisfactory successor. Such resignation 
or removal shall become effective upon the acceptance of appointment 
by the successor Evaluator. If upon resignation of the Evaluator 
no successor has accepted appointment within 30 days after notice 
of resignation, the Evaluator may apply to a court of competent 
jurisdiction for the appointment of a successor.

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


Page 28

                        OTHER INFORMATION

How May the Indenture be Amended or Terminated?

The Sponsor and the Trustee have the power to amend the Indenture 
without the consent of any of the Unit holders when such an amendment 
is (1) to cure any ambiguity or to correct or supplement any provision 
of the Indenture which may be defective or inconsistent with any 
other provision contained therein, or (2) to make such other provisions 
as shall not adversely affect the interest of the Unit holders 
(as determined in good faith by the Sponsor and the Trustee).

The Indenture for the Growth Trust provides that it shall terminate 
upon the Mandatory Termination Date indicated herein under "Summary 
of Essential Information." The Indenture provides that the Growth 
& Treasury Trust shall terminate upon the maturity, redemption 
or other disposition of the last of the Treasury Obligations held 
in such Trust, but in no event beyond the Mandatory Termination 
Date indicated herein under "Summary of Essential Information." 
A Trust may be liquidated at any time by consent of 100% of the 
Unit holders of the Trust or, in the case of the Growth Trust, 
by the Trustee when the value of the Equity Securities is less 
than 20% of the total value of Equity Securities deposited in 
such Trust during the primary offering period, or by the Trustee 
in the event that Units of a Trust not yet sold aggregating more 
than 60% of the Units of the Trust are tendered for redemption 
by the Underwriter, including the Sponsor. If a Trust is liquidated 
because of the redemption of unsold Units of the Trust by the 
Underwriter, the Sponsor will refund to each purchaser of Units 
of the Trust the entire sales charge paid by such purchaser. In 
the event of termination, written notice thereof will be sent 
by the Trustee to all Unit holders of the Trust. Within a reasonable 
period after termination, the Trustee will follow the procedures 
set forth under "How are Income and Capital Distributed?"

   

Commencing on the Mandatory Termination Date for the Growth Trust 
and on the Treasury Obligations Maturity Date for the Growth & 
Treasury Trust, Equity Securities will begin to be sold in connection
with the termination of the Trusts. The Sponsor will determine the manner,
timing and execution of the sale of the Equity Securities. 
Written notice of any termination of a Trust specifying the time 
or times at which Unit holders may surrender their certificates 
for cancellation shall be given by the Trustee to each Unit holder 
at his address appearing on the registration books of the Trust 
maintained by the Trustee. At least 60 days prior to the Mandatory 
Termination Date for the Growth Trust and 60 days prior to the 
Treasury Obligations Maturity Date for the Growth & Treasury Trust, 
the Trustee will provide written notice thereof to all Unit holders 
and will include with such notice a form to enable Unit holders 
to elect a distribution of shares of Equity Securities (reduced 
by customary transfer and registration charges), if such Unit 
holder owns at least 2,500 Units of a Trust, rather than to receive 
payment in cash for such Unit holder's pro rata share of the amounts 
realized upon the disposition by the Trustee of Equity Securities. 
All Unit holders of the Growth & Treasury Trust will receive their 
pro rata portion of the Treasury Obligations in cash upon the 
termination of the Growth & Treasury Trust. To be effective, the 
election form, together with surrendered certificates and other 
documentation required by the Trustee, must be returned to the 
Trustee at least five business days prior to the Mandatory Termination 
Date for the Growth Trust and at least five business days prior 
to the Treasury Obligations Maturity Date for the Growth & Treasury 
Trust. Unit holders not electing a distribution of shares of Equity 
Securities will receive a cash distribution from the sale of the 
remaining Securities within a reasonable time after the Trusts 
are terminated. Regardless of the distribution involved, the Trustee 
will deduct from the funds of each Trust any accrued costs, expenses, 
advances or indemnities provided by the Trust Agreement, including 
estimated compensation of the Trustee and costs of liquidation 
and any amounts required as a reserve to provide for payment of 
any applicable taxes or other governmental charges. Any sale of 
Securities in a Trust upon termination may result in a lower amount 
than might otherwise be realized if such sale were not required 
at such time. The Trustee will then distribute to each Unit holder 
his pro rata share of the balance of the Income and Capital Accounts.

    

Legal Opinions

The legality of the Units offered hereby and certain matters relating 
to Federal tax law have been passed upon by Chapman and Cutler, 
111 West Monroe Street, Chicago, Illinois 60603, as counsel for 
the Sponsor. Carter, Ledyard & Milburn, will act as counsel for 
the Trustee and as special New York tax counsel for the Trusts.


Page 29



Experts

The statements of net assets, including the schedules of investments, 
of the Trusts at the opening of business on the Initial Date of 
Deposit appearing in this Prospectus and Registration Statement 
have been audited by Ernst & Young, independent auditors, as set 
forth in their report thereon appearing elsewhere herein and in 
the Registration Statement, and are included in reliance upon 
such report given upon the authority of such firm as experts in 
accounting and auditing.

                          UNDERWRITING

The Underwriter named below, has purchased Units in the following 
amount:

<TABLE>
<CAPTION>



                Financial Institutions Growth Trust, Series 1

                                                                                        Number of
Name                            Address                                                 Units
____                            _______                                                 _________
<S>                             <C>                                                     <C>
Underwriter
The Ohio Company*               155 East Broad Street, Columbus, OH 43215               50,000
                                                                                        ======
</TABLE>

<TABLE>
<CAPTION>

                Financial Institutions Growth & Treasury Securities Trust, Series 2


                                                                                        Number of
Name                            Address                                                 Units
____                            _______                                                 _________
<S>                             <C>                                                     <C>
Underwriter
The Ohio Company*               155 East Broad Street, Columbus, OH 43215               50,000
                                                                                        ======

</TABLE>

[FN]
*       The Underwriter has indicated its intention to purchase additional 
Units from the Sponsor during the initial twelve month offering 
period and will receive Underwriting Concessions based on total 
Units underwritten as of the next business day after the Date 
of Deposit.

On the Initial Date of Deposit, the Underwriter of the Trusts 
became the owner of the Units of each Trust and entitled to the 
benefits thereof, as well as the risks inherent therein.

The Underwriter Agreement provides that a public offering of the 
Units of the Trusts will be made at the Public Offering Price 
described in the prospectus. Units may also be sold to or through 
dealers and others during the initial offering period and in the 
secondary market at prices representing a concession or agency 
commission as described in "Public Offering-How are Units Distributed?"

The Underwriter has agreed to underwrite additional Units of the 
Trust as they become available. The Sponsor will receive from 
the Underwriter the difference between the gross sales concession 
and 4.1% of the Public Offering Price of the Units, which is retained 
by the Underwriter.

Underwriters, dealers and others who, in a single month, purchase 
from the Sponsor Units of any Series of The First Trust GNMA, 
The First Trust of Insured Municipal Bonds, The First Trust Combined 
Series, The First Trust Special Situations Trust, Templeton Growth 
and Treasury Trust, Templeton Foreign Fund & U.S. Treasury Securities 
Trust, The Advantage Growth and Treasury Securities Trust or any 
other unit investment trust of which Nike Securities L.P. is the 
Sponsor (the "UIT Units"), which sale of UIT Units are in the 
following aggregate dollar amounts, will receive additional concessions 
from the Sponsor as indicated in the following table:

<TABLE>
<CAPTION>

                        Aggregate Dollar Amount                 Additional Concession
                        of Units Sold                           (per $1,000 sold)
                        _______________________                 _____________________
                        <S>                                     <C>

                        $ 1,000,000 - $2,499,999                        $0.50
                        $ 2,500,000 - $4,999,999                        $1.00
                        $ 5,000,000 - $7,499,999                        $1.50
                        $ 7,500,000 - $9,999,999                        $2.00
                        $10,000,000 or more                             $2.50

</TABLE>

Aggregate Monthly Dollar Amount of UIT Units Sold is based on 
settled trades for a month (including sales of UIT Units to the 
Sponsor in the secondary market which are resold), net of redemptions.

From time to time the Sponsor may implement programs under which 
Underwriters and dealers of the Trusts may receive nominal awards 
from the Sponsor for each of their registered representatives 
who have sold a minimum number of UIT Units during a specified 
time period. In addition, at various times the Sponsor


Page 30

may implement other programs under which the sales force of an 
Underwriter or dealer may be eligible to win other nominal awards 
for certain sales efforts, or under which the Sponsor will reallow 
to any such Underwriter or dealer that sponsors sales contests 
or recognition programs conforming to criteria established by 
the Sponsor, or participates in sales programs sponsored by the 
Sponsor, an amount not exceeding the total applicable sales charges 
on the sales generated by such person at the public offering price 
during such programs. Also, the Sponsor in its discretion may 
from time to time pursuant to objective criteria established by 
the Sponsor pay fees to qualifying Underwriters or dealers for 
certain services or activities which are primarily intended to 
result in sales of Units of the Trusts. Such payments are made 
by the Sponsor out of its own assets, and not out of the assets 
of the Trusts. These programs will not change the price Unit holders 
pay for their Units or the amount that the Trusts will receive 
from the Units sold.

The Sponsor may from time to time in its advertising and sales 
materials compare the then current estimated returns on the Trusts 
and returns over specified periods on other similar Trusts sponsored 
by Nike Securities L.P. with returns on taxable investments such 
as corporate or U.S. Government bonds, bank CDs and money market 
accounts or money market funds, each of which has investment characteristics 
that may differ from those of the Trusts. U.S. Government bonds, 
for example, are backed by the full faith and credit of the U.S. 
Government and bank CDs and money market accounts are insured 
by an agency of the federal government. Money market accounts 
and money market funds provide stability of principal, but pay 
interest at rates that vary with the condition of the short-term 
debt market. The investment characteristics of the Trusts are 
described more fully elsewhere in this Prospectus. 

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


Page 31



                 REPORT OF INDEPENDENT AUDITORS

The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 77

   
We have audited the accompanying statements of net assets, including 
the schedules of investments, of Financial Institutions Growth 
Trust, Series 1 and Financial Institutions Growth & Treasury Securities 
Trust, Series 2, comprising The First Trust Special Situations 
Trust, Series 77 as of the opening of business on May 19, 1994. 
These statements of net assets are the responsibility of the Trusts' 
Sponsor. Our responsibility is to express an opinion on these 
statements of net assets 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 statements 
of net assets are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and 
disclosures in the statements of net assets. Our procedures included 
confirmation of the letters of credit held by the Trustee and 
deposited in the Trusts on May 19, 1994. An audit also includes 
assessing the accounting principles used and significant estimates 
made by the Sponsor, as well as evaluating the overall presentation 
of the statements of net assets. We believe that our audit of 
the statements of net assets provides a reasonable basis for our 
opinion. 
    

   
In our opinion, the statements of net assets referred to above 
present fairly, in all material respects, the financial position 
of Financial Institutions Growth Trust, Series 1 and Financial 
Institutions Growth & Treasury Securities Trust, Series 2, comprising 
The First Trust Special Situations Trust, Series 77 at the opening 
of business on May 19, 1994 in conformity with generally accepted 
accounting principles.
    

                                        ERNST & YOUNG




   
Chicago, Illinois
May 19, 1994
    


Page 32



                                          Statement of Net Assets
   
        At the Opening of Business on the Initial Date of Deposit
                                   of the Securities-May 19, 1994
    


<TABLE>
<CAPTION>

                                                                        Financial Institutions
                                                                        Growth Trust,
                                                                        Series 1
                                                                        ______________________

NET ASSETS
<S>                                                                     <C>
Investment in Equity Securities represented
   by purchase contracts (1)(2)                                         $470,069
                                                                        ========
Units outstanding                                                         50,000
                                                                        ========
</TABLE>

<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S>                                                                     <C>
Cost to investors (3)                                                   $497,428
Less sales charge (3)                                                    (27,359)
                                                                        ________
Net Assets                                                              $470,069
                                                                        ========
</TABLE>


[FN]
                NOTES TO STATEMENT OF NET ASSETS

(1)     Aggregate cost of the Equity Securities listed under "Schedule 
of Investments" for Financial Institutions Growth Trust, Series 
1 is based on their aggregate underlying value.

(2)     An irrevocable letter of credit totaling $600,000 issued 
by Bankers Trust Company has been deposited with the Trustee covering 
the monies necessary for the purchase of the Equity Securities 
in Financial Institutions Growth Trust, Series 1 pursuant to contracts 
for the purchase of such Equity Securities.

(3)     The aggregate cost to investors includes a sales charge computed 
at the rate of 5.5% of the Public Offering Price (equivalent to 
5.82% of the net amount invested), assuming no reduction of sales 
charge for quantity purchases.


Page 33

                                          Statement of Net Assets
   
        At the Opening of Business on the Initial Date of Deposit
                                   of the Securities-May 19, 1994
    

<TABLE>
<CAPTION>
                                                                        Financial Institutions
                                                                        Growth & Treasury
                                                                        Securities Trust,
                                                                        Series 2
                                                                        ______________________
NET ASSETS
<S>                                                                     <C>

Investment in Securities represented
   by purchase contracts (1)(2)                                         $463,994
                                                                        ========
Units outstanding                                                         50,000
                                                                        ========
</TABLE>

<TABLE>
<CAPTION>
ANALYSIS OF NET ASSETS
<S>                                                                     <C>
Cost to investors (3)                                                   $490,999
Less sales charge (3)                                                    (27,005)
                                                                        ________
Net Assets                                                              $463,994
                                                                        ========
</TABLE>



[FN]

                NOTES TO STATEMENT OF NET ASSETS

(1)     Aggregate cost of the Securities listed under "Schedule of 
Investments" for Financial Institutions Growth & Treasury Securities 
Trust, Series 2 is based on offering side evaluation of the Treasury 
Obligations and the aggregate underlying value of the Equity Securities.



(2)     An irrevocable letter of credit totaling $600,000 issued 
by Bankers Trust Company has been deposited with the Trustee covering 
the monies necessary for the purchase of the Securities in Financial 
Institutions Growth & Treasury Securities Trust, Series 2 pursuant 
to contracts for the purchase of such Securities.



(3)     The aggregate cost to investors includes a sales charge computed 
at the rate of 5.5% of the Public Offering Price (equivalent to 
5.82% of the net amount invested), assuming no reduction of sales 
charge for quantity purchases.


Page 34




                                          Schedule of Investments
                    Financial Institutions Growth Trust, Series 1
   
        At the Opening of Business on the Initial Date of Deposit
                                   of the Securities-May 19, 1994
    

<TABLE>
<CAPTION>

                                                                        Percentage of                  Market        Cost of Equity
 Number         Ticker Symbol and                                       Aggregate                      Value         Securities
of Shares       Name of Issuer of Equity Securities (1)                 Offering Price                 per Share     to Trust (2) 
_________       _______________________________________                 __________________             __________    ______________
<C>             <S>                                                     <C>                            <C>           <C>

                REGIONAL BANKS

718             ONE     Banc One Corporation                            5.00%                          $32.750       $  23,515
487             BBI     Barnett Banks, Inc.                             4.91%                           47.375          23,072
1,158           COFI    Charter One Financial, Inc.                     4.99%                           20.250          23,450
775             CMA     Comerica, Inc.                                  4.93%                           29.875          23,153
592             FOA     First of America Bank Corporation               4.96%                           39.375          23,310
899             HBAN    Huntington Bancshares, Inc.                     4.97%                           26.000          23,374
732             KEY     KeyCorp                                         4.97%                           31.875          23,333
831             NCC     National City Corporation                       4.95%                           28.000          23,268
785             NBD     NBD Bancorp, Inc.                               4.93%                           29.500          23,158
654             OKEN    Old Kent Financial Corporation                  4.96%                           35.625          23,299


                COMMUNITY BANKS AND THRIFT INSTITUTIONS

601             ASBI    Ameriana Bancorp                                1.85%                           14.500           8,715
657             ASAL    BankAtlantic, FSB                               1.99%                           14.250           9,362
979             CBCL    Capitol Bancorp Limited                         1.98%                            9.500           9,300
761             CBCO    CB Bancorp, Inc.                                1.82%                           11.250           8,561
336             KOKO    Central Indiana Bancorp                         1.91%                           26.750           8,988
1,544           DNFC    D&N Financial Corporation                       2.79%                            8.500          13,124
413             FFII    Falls Financial, Inc.                           1.82%                           20.750           8,570
586             FFYF    FFY Financial Corporation                       1.82%                           14.625           8,570
346             FBOH    First Bancorporation of Ohio                    1.80%                           24.500           8,477
635             FDEF    First Federal Savings & Loan
                          Corporation                                   1.86%                           13.750           8,731
295             FFHS    First Franklin Corporation                      1.82%                           29.000           8,555
301             FRME    First Merchants Corporation                     1.86%                           29.000           8,729
361             MTCL    First National Bank Corporation                 1.86%                           24.250           8,754
979             FSVB    Franklin Bank National Association              1.88%                            9.000           8,811
224             FWNC    Fort Wayne National Corporation                 1.86%                           39.000           8,736
428             GFCO    Glenway Financial Corporation                   1.91%                           21.000           8,988
426             GLBC    Great Lakes Bancorp, FSB                        1.84%                           20.250           8,626
434             IBCP    Independent Bank Corporation                    1.87%                           20.250           8,788
343             IFSL    Indiana Federal Corporation                     1.82%                           25.000           8,575

</TABLE>


Page 35

                                          Schedule of Investments
                                                       (Contined)
                    Financial Institutions Growth Trust, Series 1
   
        At the Opening of Business on the Initial Date of Deposit
                                   of the Securities-May 19, 1994
    

<TABLE>
<CAPTION>


                                                                        Percentage of                  Market        Cost of Equity
 Number         Ticker Symbol and                                       Aggregate                      Value         Securities
of Shares       Name of Issuer of Equity Securities (1)                 Offering Price                 per Share     to Trust (2) 
_________       _______________________________________                 __________________             __________    ______________
<C>             <S>                                                     <C>                            <C>           <C>
                COMMUNITY BANKS AND THRIFT INSTITUTIONS (Continued)

394             IRWN    Irwin Financial Corporation                     1.85%                          $22.000       $  8,668
527             MARN    Marion Capital Holdings, Inc.                   1.82%                           16.250          8,564
317             MFCB    Michigan Financial Corporation                  1.94%                           28.750          9,114
612             MIAM    Mid-Am, Inc.                                    1.82%                           14.000          8,568
647             SBCN    Suburban Bancorporation, Inc.                   1.82%                           13.250          8,573
307             UFBI    UF Bancorp, Inc.                                1.86%                           28.500          8,749
261             FFWD    Wood Bancorp, Inc.                              1.01%                           18.250          4,763
353             WCHI    Workingmens Capital Holdings, Inc.              1.95%                           26.000          9,178
                                                                        _____                                        ________

                                Total Investments                        100%                                        $470,069
                                                                        =====                                        ========
</TABLE>

[FN]
_______________

(1)     All Equity Securities are represented by regular way contracts 
to purchase such Securities for the performance of which an irrevocable 
letter of credit has been deposited with the Trustee. The contracts 
to purchase Equity Securities were entered into by the Sponsor 
on May 18, 1994. 

(2)     The cost of the Equity Securities to the Trust represents 
the aggregate underlying value with respect to the Equity Securities 
acquired (generally determined by the closing sale prices of listed 
Equity Securities and the ask prices of over-the-counter traded 
Equity Securities). The valuation of the Equity Securities has 
been determined by the Evaluator, certain shareholders of which 
are officers of the Sponsor. The aggregate underlying value of 
the Equity Securities on the Initial Date of Deposit, was $470,069. 
Cost and loss to Sponsor relating to the purchase of the Equity 
Securities were $472,238 and $2,169, respectively.


Page 36



                                            Schedule of Investments
   

Financial Institutions Growth & Treasury Securities Trust, Series 2
          At the Opening of Business on the Initial Date of Deposit
                                     of the Securities-May 19, 1994

    

<TABLE>
<CAPTION>

                                                                                                       Market Value
                                                                       Percentage of                   per Share       Cost of
Maturity                                                               Aggregate                       of Equity       Securities
 Value          Name of Issuer and Title of Security (1)               Offering Price                  Securities      to Trust (2)
________        ________________________________________               __________________              ____________    ____________
<C>             <S>                                                    <C>                             <C>             <C>
$500,000        Zero coupon U.S. Treasury Bonds                        50.85%                                          $235,935
                maturing November 15, 2004

Number          Ticker Symbol and
of Shares       Name of Issuer of Equity Securities
_________       ___________________________________

                REGIONAL BANKS

348             ONE     Banc One Corporation                            2.46%                          $32.750         $ 11,397
237             BBI     Barnett Banks, Inc.                             2.42%                           47.375           11,228
562             COFI    Charter One Financial, Inc.                     2.45%                           20.250           11,380
376             CMA     Comerica, Inc.                                  2.42%                           29.875           11,233
287             FOA     First of America Bank Corporation               2.44%                           39.375           11,301
436             HBAN    Huntington Bancshares, Inc.                     2.44%                           26.000           11,336
355             KEY     KeyCorp                                         2.44%                           31.875           11,316
403             NCC     National City Corporation                       2.43%                           28.000           11,284
381             NBD     NBD Bancorp, Inc.                               2.42%                           29.500           11,239
318             OKEN    Old Kent Financial Corporation                  2.44%                           35.625           11,329

                COMMUNITY BANKS AND THRIFT INSTITUTIONS

292             ASBI    Ameriana Bancorp                                0.91%                           14.500            4,234
314             ASAL    BankAtlantic, FSB                               0.96%                           14.250            4,474
475             CBCL    Capitol Bancorp Limited                         0.97%                            9.500            4,512
370             CBCO    CB Bancorp, Inc.                                0.90%                           11.250            4,162
163             KOKO    Central Indiana Bancorp                         0.94%                           26.750            4,360
749             DNFC    D&N Financial Corporation                       1.37%                            8.500            6,367
200             FFII    Falls Financial, Inc.                           0.89%                           20.750            4,150
284             FFYF    FFY Financial Corporation                       0.90%                           14.625            4,153
168             FBOH    First Bancorporation of Ohio                    0.89%                           24.500            4,116
308             FDEF    First Federal Savings & Loan
                          Corporation                                   0.91%                           13.750            4,235
143             FFHS    First Franklin Corporation                      0.89%                           29.000            4,147
146             FRME    First Merchants Corporation                     0.91%                           29.000            4,234
175             MTCL    First National Bank Corporation                 0.92%                           24.250            4,244
475             FSVB    Franklin Bank National Association              0.92%                            9.000            4,275
109             FWNC    Fort Wayne National Corporation                 0.92%                           39.000            4,251
208             GFCO    Glenway Financial Corporation                   0.94%                           21.000            4,368

</TABLE>


Page 37
                                            Schedule of Investments
                                                        (Continued)
Financial Institutions Growth & Treasury Securities Trust, Series 2
   
             the Opening of Business on the Initial Date of Deposit
                                     of the Securities-May 19, 1994
    

<TABLE>
<CAPTION>


                                                                                                       Market Value
                                                                       Percentage of                   per Share       Cost of
Maturity                                                               Aggregate                       of Equity       Securities
 Value          Name of Issuer and Title of Security (1)               Offering Price                  Securities      to Trust (2)
________        ________________________________________               __________________              ____________    ____________
<C>             <S>                                                    <C>                             <C>             <C>
                COMMUNITY BANKS AND THRIFT INSTITUTIONS (Continued)

207             GLBC    Great Lakes Bancorp, FSB                        0.90%                          $20.250         $  4,192
211             IBCP    Independent Bank Corporation                    0.92%                           20.250            4,273
166             IFSL    Indiana Federal Corporation                     0.89%                           25.000            4,150
191             IRWN    Irwin Financial Corporation                     0.91%                           22.000            4,202
256             MARN    Marion Capital Holdings, Inc.                   0.90%                           16.250            4,160
154             MFCB    Michigan Financial Corporation                  0.95%                           28.750            4,428
297             MIAM    Mid-Am, Inc.                                    0.90%                           14.000            4,158
314             SBCN    Suburban Bancorporation, Inc.                   0.90%                           13.250            4,160
149             UFBI    UF Bancorp, Inc.                                0.92%                           28.500            4,247
127             FFWD    Wood Bancorp, Inc.                              0.50%                           18.250            2,318
171             WCHI    Workingmens Capital Holdings, Inc.              0.96%                           26.000            4,446
                                                                       ______                                          ________
                          Total Equity Securities                      49.15%                                           228,059
                                                                       ______                                          ________
                          Total Investments                              100%                                          $463,994
                                                                       ======                                          ======== 

</TABLE>

[FN]
_______________

(1)     The Treasury Obligations are being purchased at a discount 
from their par value because there is no stated interest income 
thereon (such securities are often referred to as zero coupon 
U.S. Treasury Strips). Over the life of the Treasury Obligations 
the value increases, so that upon maturity the holders will receive 
100% of the principal amount thereof.

All Securities are represented by regular way contracts to purchase 
such Securities for the performance of which an irrevocable letter 
of credit has been deposited with the Trustee. The contracts to 
purchase Securities were entered into by the Sponsor on May 18, 
1994. 

(2)     The cost of the Securities to the Trust represents the offering 
side evaluation as determined by the Evaluator (certain shareholders 
of which are officers of the Sponsor) with respect to the Treasury 
Obligations and the aggregate underlying value with respect to 
the Equity Securities acquired (generally determined by the closing 
sale prices of listed Equity Securities and the ask prices of 
over-the-counter traded Equity Securities). The offering side 
evaluation of the Treasury Obligations is greater than the bid 
side evaluation of such Treasury Obligations which is the basis 
on which the Redemption Price per Unit will be determined after 
the initial offering period. The aggregate value, based on the 
bid side evaluation of the Treasury Obligations and the aggregate 
underlying value of the Equity Securities on the Initial Date 
of Deposit, was $463,041. Cost and profit to the Sponsor relating 
to the purchase of the Treasury Obligations were $235,695 and 
$240, respectively. Cost and loss to Sponsor relating to the purchase 
of the Equity Securities were $229,112 and $1,053, respectively.


Page 38

             This page is intentionally left blank.

Page 39


<TABLE>
<CAPTION>
CONTENTS:
<S>                                                             <C>
Summary of Essential Information:
        Financial Institutions Growth Trust, Series 1            5
        Financial Institutions Growth & Treasury
                Securities Trust, Series 2                       6
The First Trust Special Situations Trust, Series 77:
        What is The First Trust Special Situations Trust?        7
        What are the Expenses and Charges?                       9
        What is the Federal Tax Status of Unit Holders?         10
        Why are Investments in the Trusts Suitable for 
                Retirement Plans?                               13
Portfolio:
        What are Treasury Obligations?                          13
        What are Equity Securities?                             13
        What are the Equity Securities Selected for
                Financial Institutions Growth Trust, Series 1
                and Financial Institutions Growth & Treasury
                Securities Trust, Series 2?                     15
        What are Some Additional Considerations 
                for Investors?                                  19
Public Offering:
        How is the Public Offering Price Determined?            20
        How are Units Distributed?                              21
        What are the Sponsor's Profits?                         22
        Will There be a Secondary Market?                       22
Rights of Unit Holders:
        How is Evidence of Ownership Issued 
                and Transferred?                                23
        How are Income and Capital Distributed?                 23
        What Reports will Unit Holders Receive?                 24
        How May Units be Redeemed?                              24
        How May Units be Purchased by the Sponsor?              26
        How May Securities be Removed from the Trusts?          26
Information as to Sponsor, Trustee and Evaluator:
        Who is the Sponsor?                                     27
        Who is the Trustee?                                     27
        Limitations on Liabilities of Sponsor and Trustee       28
        Who is the Evaluator?                                   28
Other Information:
        How May the Indenture be Amended 
                or Terminated?                                  29
        Legal Opinions                                          29
        Experts                                                 30
Underwriting                                                    30
Report of Independent Auditors                                  32
Statements of Net Assets:
        Financial Institutions Growth Trust, Series 1           33
        Financial Institutions Growth & Treasury
                Securities Trust, Series 2                      34
Schedules of Investments:
        Financial Institutions Growth Trust, Series 1           35
        Financial Institutions Growth & Treasury
                Securities Trust, Series 2                      37
</TABLE>
                                   ____________

        THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, 
OR A SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION 
TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH 
JURISDICTION.
        THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET 
FORTH IN THE REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, 
WHICH THE TRUST HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, 
WASHINGTON, D.C. UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT 
COMPANY ACT OF 1940, AND TO WHICH REFERENCE IS HEREBY MADE.  

  
                        The Ohio Company



                     Financial Institutions
                          Growth Trust
                            Series 1



                     Financial Institutions
                Growth & Treasury Securities Trust
                            Series 2


                        The Ohio Company
                      155 East Broad Street
                       Columbus, OH 43215 
                         1-800-255-1825



                            Trustee:

                   United States Trust Company
                           of New York
                          770 Broadway
                    New York, New York 10003
                         1-800-682-7520



                  PLEASE RETAIN THIS PROSPECTUS
                      FOR FUTURE REFERENCE
   
                          May 19, 1994

    


Page 40






                                
               CONTENTS OF REGISTRATION STATEMENT


A.   BONDING ARRANGEMENTS OF DEPOSITOR:

     Nike Securities L.P. is covered by a Brokers' Fidelity Bond,
     in  the  total  amount  of  $1,000,000,  the  insurer  being
     National Union Fire Insurance Company of Pittsburgh.



B.   THIS  REGISTRATION STATEMENT ON FORM S-6  COMPRISES
     THE FOLLOWING PAPERS AND DOCUMENTS:

     The facing sheet
     
     The Cross-Reference Sheet
     
     The Prospectus
     
     The signatures
     
     Exhibits
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                               S-1
                           SIGNATURES
     
     The  Registrant,  The First Trust Special Situations  Trust,
Series  77,  hereby identifies The First Trust Special Situations
Trust,  Series 4 Great Lakes Growth and Treasury Trust, Series  1
and The First Trust Special Situations Trust, Series 18 Wisconsin
Growth  and Treasury Securities Trust, Series 1, for purposes  of
the  representations  required by Rule  487  and  represents  the
following:
     
     (1)   that the portfolio securities deposited in the  series
as  to  the  securities of which this Registration  Statement  is
being  filed  do  not differ materially in type or  quality  from
those deposited in such previous series;
     
     (2)   that,  except to the extent necessary to identify  the
specific  portfolio  securities  deposited  in,  and  to  provide
essential  financial information for, the series with respect  to
the  securities  of  which this Registration Statement  is  being
filed,  this  Registration Statement does not contain disclosures
that  differ in any material respect from those contained in  the
registration statements for such previous series as to which  the
effective date was determined by the Commission or the staff; and
     
     (3)  that it has complied with Rule 460 under the Securities
Act of 1933.
     
     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant, The First Trust Special Situations Trust, Series
77,  has duly caused this Amendment to Registration Statement  to
be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized, in the Village of Lisle and State of Illinois on  May
19, 1994.

                         THE FIRST TRUST SPECIAL SITUATIONS
                         TRUST, SERIES 77
                         
                         By        NIKE SECURITIES L.P.
                                        Depositor
                         
                         
                         
                         
                         By          Carlos E. Nardo
                                  Senior Vice President
                         
                         
                         
                         
                         
                               S-2
     
     Pursuant to the requirements of the Securities Act of  1933,
this  Amendment  to the Registration Statement  has  been  signed
below  by  the following person in the capacity and on  the  date
indicated:

       NAME                TITLE*                       DATE

Robert D. Van Kampen   Sole Director         )
                       of Nike Securities    )
                       Corporation, the      )      May 19, 1994
                       General Partner of    )
                       Nike Securities L.P.  )
                                             )
                                             )
                                             ) Carlos E. Nardo
                                             ) Attorney-in-Fact**
                                             )
                                             )

















   *   The  title  of  the  person named  herein  represents  his
       capacity  in  and  relationship to Nike  Securities  L.P.,
       Depositor.

   **  An  executed  copy of the related power  of  attorney  was
       filed  with  the  Securities and  Exchange  Commission  in
       connection  with the Amendment No. 1 to Form  S-6  of  The
       First Trust Special Situations Trust, Series 18 (File  No.
       33-42683)  and the same is hereby incorporated  herein  by
       this reference.


                               S-3
                 CONSENT OF INDEPENDENT AUDITORS
     
     We  consent  to the reference to our firm under the  caption
"Experts"  and  to the use of our report dated May  19,  1994  in
Amendment  No. 2 to the Registration Statement (Form  S-6)  (File
No.  33-67702) and related Prospectus of The First Trust  Special
Situations Trust, Series 77.



                                               ERNST & YOUNG


Chicago, Illinois
May 19, 1994
                                
                                
                       CONSENTS OF COUNSEL
     
     The  consents  of counsel to the use of their names  in  the
Prospectus  included  in  this  Registration  Statement  will  be
contained  in their respective opinions to be filed  as  Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.
                                
                                
         CONSENT OF SECURITIES EVALUATION SERVICE, INC.
     
     The  consent of Securities Evaluation Service, Inc.  to  the
use  of  its  name in the Prospectus included in the Registration
Statement  will  be  filed  as Exhibit 4.1  to  the  Registration
Statement.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
                                
                               S-4
                          EXHIBIT INDEX

1.1      Form  of Standard Terms and Conditions of Trust for  The
         First  Trust  Special Situations Trust,  Series  18  and
         subsequent Series effective October 15, 1991 among  Nike
         Securities  L.P.,  as  Depositor,  United  States  Trust
         Company  of  New York as Trustee, Securities  Evaluation
         Service, Inc., as Evaluator, and Nike Financial Advisory
         Services  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18) and Form of Standard  Terms
         and  Conditions  of  Trust for The First  Trust  Special
         Situations  Trust,  Series  22  and  certain  subsequent
         Series,   effective  November  20,   1991   among   Nike
         Securities  L.P.,  as  Depositor,  United  States  Trust
         Company  of  New York as Trustee, Securities  Evaluation
         Service, Inc., as Evaluator, and Nike Financial Advisory
         Services  L.P. as Portfolio Supervisor (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         43693]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 22).

1.1.1    Form  of  Trust  Agreement  for  Series  77  among  Nike
         Securities  L.P.,  as  Depositor,  United  States  Trust
         Company  of  New York, as Trustee, Securities Evaluation
         Service,  Inc.,  as Evaluator, and First Trust  Advisors
         L.P., as Portfolio Supervisor.

1.2      Copy  of  Certificate  of Limited  Partnership  of  Nike
         Securities L.P. (incorporated by reference to  Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.3      Copy   of   Amended  and  Restated  Limited  Partnership
         Agreement  of  Nike  Securities  L.P.  (incorporated  by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18).

1.4      Copy  of  Articles of Incorporation of  Nike  Securities
         Corporation,  the  general partner  of  Nike  Securities
         L.P.,  Depositor (incorporated by reference to Amendment
         No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
         The First Trust Special Situations Trust, Series 18).

1.5      Copy  of  By-Laws  of Nike Securities  Corporation,  the
         general  partner  of  Nike  Securities  L.P.,  Depositor
         (incorporated by reference to Amendment No. 1 to Form S-
         6 [File No. 33-42683] filed on behalf of The First Trust
         Special Situations Trust, Series 18).

                               S-5

1.6      Underwriter  Agreement  (incorporated  by  reference  to
         Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 19).

2.1      Copy  of  Certificate of Ownership (included in  Exhibit
         1.1 filed herewith on page 2 and incorporated herein  by
         reference).

3.1      Opinion  of  counsel as to legality of securities  being
         registered.

3.2      Opinion  of counsel as to Federal income tax  status  of
         securities being registered.

3.3      Opinion  of counsel as to New York income tax status  of
         securities being registered.

3.4      Opinion  of  counsel  as  to  advancement  of  funds  by
         Trustee.

4.1      Consent of Securities Evaluation Service, Inc.

6.1      List  of  Directors and Officers of Depositor and  other
         related   information  (incorporated  by  reference   to
         Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
         behalf  of  The  First Trust Special  Situations  Trust,
         Series 18).

7.1      Power  of  Attorney executed by the Director  listed  on
         page S-3 of this Registration Statement (incorporated by
         reference to Amendment No. 1 to Form S-6 [File  No.  33-
         42683]  filed  on  behalf  of The  First  Trust  Special
         Situations Trust, Series 18).

























                               S-6


     THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 77
                              
                       TRUST AGREEMENT
                              
                    Dated:  May 19, 1994
     
     This  Trust  Agreement among Nike Securities  L.P.,  as
Depositor,  United  States Trust Company  of  New  York,  as
Trustee,  Securities Evaluation Service, Inc., as Evaluator,
and First Trust Advisors L.P., as Portfolio Supervisor, sets
forth  certain  provisions in full  and  incorporates  other
provisions  by reference to the document entitled  "Standard
Terms  and  Conditions of Trust for The First Trust  Special
Situations Trust, Series 18 and subsequent Series, Effective
October  15,  1991"  for  the  document  entitled  Financial
Institutions  Growth & Treasury Securities Trust,  Series  2
and  "Standard Terms and Conditions of Trust for  The  First
Trust  Special  Situations Trust, Series 22  and  subsequent
Series,   Effective   November  20,  1991"   for   Financial
Institutions  Growth  Trust, Series 1  (herein  collectively
called  the  "Standard Terms and Conditions of Trust"),  and
such  provisions as are incorporated by reference constitute
a  single instrument.  All references herein to Articles and
Sections are to Articles and Sections of the Standard  Terms
and Conditions of Trust.
                              
                              
                      WITNESSETH THAT:
     
     In  consideration  of the premises and  of  the  mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and the Portfolio Supervisor agree as follows:
                              
                              
                           PART I
                              
                              
           STANDARD TERMS AND CONDITIONS OF TRUST
     
     Subject  to  the  provisions of Part II  and  Part  III
hereof,  all the provisions contained in the Standard  Terms
and Conditions of Trust are herein incorporated by reference
in  their entirety and shall be deemed to be a part of  this
instrument  as  fully and to the same extent as  tough  said
provisions had been set forth in full in this instrument.
                              
                              
                           PART II
                              
                              
          SPECIAL TERMS AND CONDITIONS OF TRUST FOR
 FINANCIAL INSTITUTIONS GROWTH & TREASURY SECURITIES TRUST,
                          SERIES 2
     
     The  following special terms and conditions are  hereby
agreed to:
          
          A.    The  Securities initially deposited  in  the
     Trust  pursuant  to Section 2.01 of the Standard  Terms
     and  Conditions of Trust are set forth in the Schedules
     hereto.
          
          B.     (1)    The   aggregate  number   of   Units
     outstanding  for  the  Trust on  the  Initial  Date  of
     Deposit is 50,000 Units.
          
                 (2)    The   initial  fractional  undivided
     interest  in and ownership of the Trust represented  by
     each Unit thereof shall be 1/50,000.
          
          Documents  representing this number of  Units  for
     the  Trust  are being delivered by the Trustee  to  the
     Depositor  pursuant  to Section 2.03  of  the  Standard
     Terms and Conditions of Trust.
          
          C.    The  Percentage Ratio is as follows  on  the
     Initial Date of Deposit:

          2.46% Banc One Corporation, 2.42% Barnett Banks,
          Inc., 2.45% Charter One Financial, Inc., 2.42%
          Comerica,  Inc., 2.44% First  of  America  Bank
          Corporation, 2.44% Huntington Bancshares,  Inc.,
          2.44%   KeyCorp, 2.43%  National  City  Corporation,
          2.42%  NBD  Bancorp,  Inc., 2.44% Old Kent  Financial
          Corporation, 0.91%  Ameriana   Bancorp, 0.96%
          BankAtlantic, FSB, 0.97% Capitol Bancorp Limited,
          0.90%   CB   Bancorp,  Inc., 0.94%  Central  Indiana
          Bancorp, 1.37% D&N Financial Corporation, 0.89%
          Falls   Financial,   Inc., 0.90% FFY   Financial
          Corporation, 0.89% First Bancorporation of  Ohio,
          0.91% First Federal Savings and Loan Corporation,
          0.89%  First Franklin Corporation, 0.91%  First
          Merchants Corporation, 0.92% First National  Bank
          Corporation, 0.92%   Franklin   Bank   National
          Association, 0.92%    Fort   Wayne    National
          Corporation, 0.94% Glenway Financial Corporation,
          0.90%   Great   Lakes  Bancorp,   FSB, 0.92%
          Independent  Bank  Corporation, 0.89%   Indiana
          Federal   Corporation, 0.91%   Irwin   Financial
          Corporation, 0.90% Marion Capital Holdings, Inc.,
          0.95% Michigan Financial Corporation, 0.90% Mid-
          Am,  Inc., 0.90% Suburban Bancorporation,  Inc.,
          0.92%  UF  Bancorp, Inc., 0.50%  Wood  Bancorp,
          Inc., 0.96% Workingmens Capital Holdings, Inc.
          
          D.   The Record Dates shall be as set forth in the
     Prospectus under "Summary of Essential Information."
          
          E.    The Distribution Dates shall be as set forth
     in   the   Prospectus  under  "Summary   of   Essential
     Information."
          
          F.    The Mandatory Termination Date for the Trust
     shall be November 15, 2004.
          
          G.    The  Treasury Obligations Maturity Date  for
     the Trust shall be November 15, 2004.
          
          H.    The Evaluator's compensation as referred  to
     in Section 4.03 of the Standard Terms and Conditions of
     Trust  shall  be  an  annual fee of  $0.003  per  Unit,
     calculated  on the largest number of Units  outstanding
     during  each  period in respect of which a  payment  is
     made   pursuant   to  Section  3.05,   payable   on   a
     Distribution Date.
          
          I.    The Trustee's Compensation Rate pursuant  to
     Section  6.04  of the Standard Terms and Conditions  of
     Trust  shall  be  an  annual fee of  $0.009  per  Unit,
     calculated  on the largest number of Units  outstanding
     during  each  period in respect of which a  payment  is
     made  pursuant to Section 3.05.  However, in no  event,
     except  as may be otherwise be provided in the Standard
     Terms  and  Conditions  of  Trust,  shall  the  Trustee
     receive compensation in any one year from any Trust  of
     less than $2,000 for such annual compensation.
          
          J.    The Initial Date of Deposit for the Trust is
     May 19, 1994.
          
          K.   The minimum amount of Equity Securities to be
     sold  by  the Trustee pursuant to Section 5.02  of  the
     Indenture  for  the redemption of Units  shall  be  100
     shares.
                              
                              
                           PART II
                              
                              
          SPECIAL TERMS AND CONDITIONS OF TRUST FOR
        FINANCIAL INSTITUTIONS GROWTH TRUST, SERIES 1
     
     The  following special terms and conditions are  hereby
agreed to:
          
          A.    The  Securities initially deposited  in  the
     Trust  pursuant  to Section 2.01 of the Standard  Terms
     and  Conditions of Trust are set forth in the Schedules
     hereto.
          
          B.     (1)    The   aggregate  number   of   Units
     outstanding  for  the  Trust on  the  Initial  Date  of
     Deposit is 50,000 Units.
          
                 (2)    The   initial  fractional  undivided
     interest  in and ownership of the Trust represented  by
     each Unit thereof shall be 1/50,000.
          
          Documents  representing this number of  Units  for
     the  Trust  are being delivered by the Trustee  to  the
     Depositor  pursuant  to Section 2.03  of  the  Standard
     Terms and Conditions of Trust.
          
          C.    The  Percentage Ratio is as follows  on  the
     Initial Date of Deposit:
          
          5.00% Banc One Corporation, 4.91% Barnett Banks,
          Inc., 4.99% Charter One Financial, Inc., 4.93%
          Comerica,  Inc., 4.96% First  of  America  Bank
          Corporation, 4.97% Huntington Bancshares,  Inc.,
          4.97%   KeyCorp, 4.95%  National  City  Corporation,
          4.93%  NBD  Bancorp,  Inc., 4.96% Old Kent  Financial
          Corporation, 1.85%  Ameriana   Bancorp, 1.99%
          BankAtlantic, FSB, 1.98% Capitol Bancorp Limited,
          1.82%   CB   Bancorp,  Inc., 1.91%  Central  Indiana
          Bancorp, 2.79% D&N Financial Corporation, 1.82%
          Falls   Financial,   Inc., 1.82% FFY   Financial
          Corporation, 1.80% First Bancorporation of  Ohio,
          1.86% First Federal Savings and Loan Corporation,
          1.82%  First Franklin Corporation, 1.86%  First
          Merchants Corporation, 1.86% First National  Bank
          Corporation, 1.88%   Franklin   Bank   National
          Association, 1.86%    Fort   Wayne    National
          Corporation, 1.91% Glenway Financial Corporation,
          1.84%   Great   Lakes  Bancorp,   FSB, 1.87%
          Independent  Bank  Corporation, 1.82%   Indiana
          Federal   Corporation, 1.85%   Irwin   Financial
          Corporation, 1.82% Marion Capital Holdings, Inc.,
          1.94% Michigan Financial Corporation, 1.82% Mid-
          Am,  Inc., 1.82% Suburban Bancorporation,  Inc.,
          1.86%  UF  Bancorp, Inc., 1.01%  Wood  Bancorp,
          Inc., 1.95% Workingmens Capital Holdings, Inc.
          
          
          D.   The Record Dates shall be as set forth in the
     Prospectus under "Summary of Essential Information."
          
          E.    The Distribution Dates shall be as set forth
     in   the   Prospectus  under  "Summary   of   Essential
     Information."
          
          F.    The Mandatory Termination Date for the Trust
     shall be April 30, 2000. 
          
          H.    The Evaluator's compensation as referred  to
     in Section 4.03 of the Standard Terms and Conditions of
     Trust  shall  be  an  annual fee  of  $0.003  per  Unit
     calculated  on the largest number of Units  outstanding
     during  each  period in respect of which a  payment  is
     made   pursuant   to  Section  3.05,   payable   on   a
     Distribution Date.
          
          I.    The Trustee's Compensation Rate pursuant  to
     Section  6.04  of the Standard Terms and Conditions  of
     Trust  shall  be  an  annual fee of  $0.009  per  Unit,
     calculated  on the largest number of Units  outstanding
     during  each  period in respect of which a  payment  is
     made  pursuant to Section 3.05.  However, in no  event,
     except  as may be otherwise be provided in the Standard
     Terms  and  Conditions  of  Trust,  shall  the  Trustee
     receive compensation in any one year from any Trust  of
     less than $2,000 for such annual compensation.
          
          J.    The Initial Date of Deposit for the Trust is
     May 19, 1994.
          
          K.   The minimum amount of Equity Securities to be
     sold  by  the Trustee pursuant to Section 5.02  of  the
     Indenture  for  the redemption of Units  shall  be  100
     shares.
                              
    PART III FOR FINANCIAL INSTITUTIONS GROWTH & TREASURY
                 SECURITIES TRUST, SERIES 2
     
     A.    The  term "Capital Account" as set forth  in  the
Prospectus  shall  be  deemed to  refer  to  the  "Principal
Account."
     
     B.    Paragraph  (b) of Section 2.01  of  the  Standard
Terms and Conditions of Trust is amended by substituting the
following  sentences for the third and fourth  sentences  of
such paragraph:
     
          "The Trustee shall not accept any deposit pursuant
     to  this  Section  2.01(b)  unless  the  Depositor  and
     Trustee have each determined that the maturity value of
     the  Zero  Coupon Obligations included in the  deposit,
     divided by the number of Units created by reason of the
     deposit, shall equal $1.00;  written certifications  of
     such  determinations shall be executed by the Depositor
     and  Trustee and preserved in the Trust records with  a
     copy  of each such written certification to Standard  &
     Poor's  Corporation so long as Units of the  Trust  are
     rated  by  them.  The Depositor shall, at its  expense,
     cause  independent  public accountants  to  review  the
     Trust's  holdings  (i) at such time  as  the  Depositor
     determines  no further deposits shall be made  pursuant
     to  this paragraph and (ii), if earlier, as of the 90th
     day  following the initial deposit, for the purpose  of
     certifying  whether the face value of the  Zero  Coupon
     Obligations then held by the Trust divided by the Units
     then  outstanding equals $1.00.  A copy of each written
     report from the independent public accountants based on
     their  review  will  be provided to Standard  &  Poor's
     Corporation so long as Units of the Trust are rated  by
     them."
          
     C.    The  last  sentence  of the  first  paragraph  of
Section  5.02 of the Standard Terms and Conditions of  Trust
is  amended  by substituting  "4:00 p.m. Eastern  time"  for
"12:00 p.m in the City of New York."

     D.    The  second  paragraph of  Section  5.02  of  the
Standard  Terms  and  Conditions  of  Trust  is  amended  by
substituting  the following sentence for the third  sentence
of the second paragraph of such Section:

          "If  such  available funds shall be  insufficient,
     the  Trustee  shall sell such Securities as  have  been
     designated on the current list for such purpose by  the
     Portfolio  Supervisor, as hereinafter in  this  Section
     5.02  provided,  in  amounts  as  the  Trustee  in  its
     discretion shall deem advisable or necessary  in  order
     to  fund  the  Principal Account for purposes  of  such
     redemption,   provided  however,   that   Zero   Coupon
     Obligations  may not be sold unless the  Depositor  and
     Trustee,  which may rely on the advice of the Portfolio
     Supervisor, have determined that the face value of  the
     Zero  Coupon Obligations remaining after such  proposed
     sale,  divided by the number of Units outstanding after
     the  tendered Units are redeemed, shall equal or exceed
     $1.00;    a   written   certification   as   to    such
     determination  shall be executed by the  Depositor  and
     Trustee and preserved in the Trust records with a  copy
     of each such written certification to Standard & Poor's
     Corporation so long as Units of the Trust are rated  by
     them.   Within 90 days of the fiscal year  end  of  the
     Trust,  the Depositor shall obtain, at its expense,  an
     annual   written  certification  from  the  independent
     public accountants as to such determination which  will
     also  be  provided to Standard & Poor's Corporation  so
     long as Units of the Trust are rated by them."
     
     E.    The  third  sentence of the seventh paragraph  of
Section  5.02 of the Standard Terms and Conditions of  Trust
is amended by deleting "a certification from the independent
public  accountants to the effect described  in  the  second
paragraph  of this Section 5.02" and in its place  inserting
"a  certification  from the Depositor  and  Trustee  to  the
effect  described in the second paragraph  of  this  Section
5.02."

     F.    Paragraph (a) of subsection II of Section 3.05 of
the Standard Terms and Conditions of Trust is hereby amended
to  substitute the following sentence for the first sentence
of such paragraph:
          
          "On  each  Distribution Date,  the  Trustee  shall
     distribute to each Unit holder of record at  the  close
     of  business  on the Record Date immediately  preceding
     such Distribution Date an amount per Unit equal to such
     Unit  holder's Income Distribution (as defined  below),
     plus  such Unit holder's pro rata share of the  balance
     of  the Principal Account (except for monies on deposit
     therein  required  to  purchase  Contract  Obligations)
     computed  as  of the close of business on  such  Record
     Date  after  deduction  of  any  amounts  provided   in
     Subsection  I, provided, however, that with respect  to
     distributions other than the distribution occurring  in
     the  month of December of each year, the Trustee  shall
     not  be  required  to  make  a  distribution  from  the
     Principal  Account  unless  the  amount  available  for
     distribution  shall equal $1.00 per 1000 Units  in  the
     case  of Units initially offered at approximately $1.00
     per  Unit, or, $1.00 per 100 Units in the case of Units
     initially offered at approximately $10.00 per Unit."

     G.    For purposes of this Trust, all references in the
Standard  Terms and Conditions of Trust including provisions
thereof  amended hereby to "1.00 per Unit" shall be  amended
to  read  "10.00 per Unit" and all references to "per  1,000
Units" shall be amended to read "per 100 Units."

     H.    Section 3.12 of the Standard Terms and Conditions
of Trust is hereby deleted in its entirety and replaced with
the following language:
          
          "Section 3.12. Notice to Depositor.  In the  event
     that  the Trustee shall have been notified at any  time
     of any action to be taken or proposed to be taken by at
     least a legally required number of holders of any  Zero
     Coupon  Obligation, if any, (including but not  limited
     to the making of any demand, direction, request, giving
     of  any  notice, consent or waiver or the  voting  with
     respect   to  any  amendment  or  supplement   to   any
     indenture,  resolution, agreement or  other  instrument
     under or pursuant to which the Zero Coupon Obligations,
     if  any,  have been issued) the Trustee shall  promptly
     notify  the  Depositor and shall  thereupon  take  such
     action  or  refrain  from  taking  any  action  as  the
     Depositor  shall in writing direct; provided,  however,
     that  if  the Depositor shall not within five  Business
     Days  of  the  giving of such notice to  the  Depositor
     direct  the Trustee to take or refrain from taking  any
     action,  the Trustee shall take such action as  it,  in
     its sole discretion, shall deem advisable.
          
          In  the  event  that the Trustee shall  have  been
     notified  at  any time of any action  to  be  taken  or
     proposed  to  be  taken by at least a legally  required
     number of holders of any Equity Securities deposited in
     a  Trust,  the Trustee shall take such action  or  omit
     from taking any action, as appropriate, so as to insure
     that  the  Equity Securities are voted  as  closely  as
     possible  in  the  same  manner and  the  same  general
     proportion as are the Equity Securities held by  owners
     other than the Trust.
          
          In the event that an offer by the issuer of any of
     the  Securities  or any other party shall  be  made  to
     issue  new  securities, or to exchange securities,  for
     Trust  Securities, the Trustee shall reject such offer.
     However,   should  any  exchange  or  substitution   be
     effected  notwithstanding such rejection or without  an
     initial  offer,  any Securities, cash  and/or  property
     received  in exchange shall be deposited hereunder  and
     shall  be promptly sold, if securities or property,  by
     the  Trustee  pursuant  to the  Depositor's  direction,
     unless  the Depositor advises the Trustee to keep  such
     securities or property.  The Depositor may rely on  the
     Portfolio  Supervisor in so advising the Trustee.   The
     cash received in such exchange and cash proceeds of any
     such sales shall be distributed to Unit holders on  the
     next  distribution  date in the  manner  set  forth  in
     Section 3.05 regarding distributions from the Principal
     Account.    The   Trustee  shall  not  be   liable   or
     responsible  in  any  way  for  depreciation  or   loss
     incurred by reason of any such sale.
          
          Neither  the  Depositor nor the Trustee  shall  be
     liable to any person for any action or failure to  take
     action pursuant to the terms of this Section 3.12 other
     than failure to notify the Depositor.
          
          Whenever  new securities or property  is  received
     and  retained  by  the Trust pursuant to  this  Section
     3.12, the Trustee shall, within 5 days thereafter, mail
     to  all  Unit  holders  of the Trust  notices  of  such
     acquisition   unless  legal  counsel  for   the   Trust
     determines  that  such notice is not  required  by  The
     Investment Company Act of 1940, as amended."
     
     I.    Section 8.02 of the Standard Terms and Conditions
of  Trust  shall  be  amended to  delete  the  reference  to
"100,000  Units" and substitute "2,500 Units" in the  second
sentence of the second paragraph thereof.
                              
                              
 PART III FOR FINANCIAL INSTITUTIONS GROWTH TRUST, SERIES 1

      A     The  term "Capital Account" as set forth in  the
Prospectus  shall  be  deemed to  refer  to  the  "Principal
Account."

      B.    Paragraph  (g) of Section 6.01 of  the  Standard
Terms and Conditions of Trust is hereby amended by inserting
the following after the first word thereof:

          "(i)   the  value  of any Trust  as  shown  by  an
     evaluation  by  the Trustee pursuant  to  Section  5.01
     hereof  shall  be less than the lower of $2,000,000  or
     20%   of  the  total  principal  amount  of  Securities
     deposited in such Trust, or (ii)"
     
     C.   Paragraph (c) of Subsection II of Section 3.05  of
the Standard Terms and Conditions of Trust is hereby amended
to read as follows:
          
          "On  each  Distribution  Date  the  Trustee  shall
     distribute to each Unit holder of record at  the  close
     of  business  on the Record Date immediately  preceding
     such Distribution Date an amount per Unit equal to such
     Unit  holder's  pro rata share of the  balance  of  the
     Principal Account (except for monies on deposit therein
     required to purchase Contract Obligations) computed  as
     of  the  close  of business on such Record  Date  after
     deduction  of  any  amounts provided in  Subsection  I,
     provided,  however, that with respect to  distributions
     other  than the distribution occurring in the month  of
     December  of  each  year,  the  Trustee  shall  not  be
     required  to  make  a distribution from  the  Principal
     Account  unless  the amount available for  distribution
     shall  equal $1.00 per 1000 Units in the case of  Units
     initially offered at approximately $1.00 per Unit,  or,
     $1.00  per  100  Units in the case of  Units  initially
     offered at approximately $10.00 per Unit."

      D.   For purposes of this Trust, all references in the
Standard  Terms and Conditions of Trust including provisions
thereof  amended hereby to "$1.00 per Unit" shall be amended
to  read "$10.00 per Unit" and all references to "per  1,000
Units" shall be amended to read "per 100 Units."

      E.   Section 5.02 of the Standard Terms and Conditions
of  Trust  is amended by adding the following new  paragraph
after the second paragraph of such section:
          
          "In  lieu  of  a  cash  redemption,  Unit  holders
     tendering  2,500  Units  or  more  for  redemption  may
     request from the Trustee by written notice submitted at
     the time of tender an in kind distribution of shares of
     Securities,  to  the extent of whole  shares.   To  the
     extent  possible, in kind distributions  of  Securities
     shall  be  made by the Trustee through the distribution
     of  each  of the Securities in book-entry form  to  the
     account  of the Unit holder's bank or broker-dealer  at
     the  Depository Trust Company.  An in kind distribution
     will  be  reduced  by all expenses in  connection  with
     customary  transfer  and  registration  charges.    The
     tendering Unit holder will receive his pro rata  number
     of  whole  shares of each of the Securities  comprising
     the portfolio and cash from the Principal Account equal
     to  the  fractional shares to which the tendering  Unit
     holder is entitled.  The Trustee may, but shall not  be
     required  to, adjust the number of shares of any  issue
     of  Securities  included in a  Unit  holder's  in  kind
     distribution  to facilitate the distribution  of  whole
     shares, such adjustment to be made on the basis of  the
     value of Securities on the date of tender.  If funds in
     the  Principal Account are insufficient  to  cover  the
     required  cash  distribution  to  the  tendering   Unit
     holder,  the Trustee may sell Securities in the  manner
     described in this Section 5.02."
          
      F.   Section 8.02 of the Standard Terms and Conditions
of  Trust  shall  be  amended to  delete  the  reference  to
"100,000  Units" and substitute "2,500 Units" in  the  third
sentence of the second paragraph thereof.

      G     The first paragraph of Section 3.05.II(a) of the
Standard Terms and Conditions of Trust is hereby amended  to
read in its entirety as follows:

          "II.   (a)  On each Distribution Date, the Trustee
     shall  distribute to each Unit holder of record at  the
     close  of  business  on  the  Record  Date  immediately
     preceding  such  Distribution Date an amount  per  Unit
     equal  to  such  Unit holder's Income Distribution  (as
     defined below), plus such Unit holder's pro rata  share
     of  the  balance of the Principal Account  (except  for
     monies on deposit therein required to purchase Contract
     Obligations)  computed as of the close of  business  on
     such   Record  Date  after  deduction  of  any  amounts
     provided in Subsection I, provided, however, that  with
     respect  to  distributions other than the  distribution
     occurring  in the month of December of each  year,  the
     Trustee  shall  not be required to make a  distribution
     from  the Principal Account unless the amount available
     for distribution shall equal $1.00 per 100 Units."

      H.    Section  3.05.II(b) of the  Standard  Terms  and
Conditions  of  Trust  is  hereby amended  to  read  in  its
entirety as follows:

          "(b)   For purposes of this Section 3.05, the Unit
     holder's  Income Distribution shall be  equal  to  such
     Unit holder's pro rata share of the cash balance in the
     Income Account computed as of the close of business  on
     the  Record  Date  immediately  preceding  such  Income
     Distribution  after  deduction  of  (i)  the  fees  and
     expenses  then  deductible pursuant to Section  3.05.I.
     and  (ii)  the  Trustee's estimate  of  other  expenses
     properly  chargeable to the Income Account pursuant  to
     the  Indenture  which have accrued, as of  such  Record
     Date,  or  are otherwise properly attributable  to  the
     period to which such Income Distribution relates."
          
      I.   Section 3.11 of the Standard Terms and Conditions
of Trust is hereby deleted in its entirety and replaced with
the following language:
          
          "Section  3.11 Notice to Depositor.  In the  event
     that  the Trustee shall have been notified at any  time
     of any action to be taken or proposed to be taken by at
     least  a  legally  required number of  holders  of  the
     equity  securities (the "Equity Securities") (including
     but not limited to the making of any demand, direction,
     request, giving of any notice, consent or waiver or the
     voting  with respect to any amendment or supplement  to
     any   indenture,   resolution,   agreement   or   other
     instrument  under  or pursuant to  which  the  Contract
     Obligations,  if  any, have been  issued)  the  Trustee
     shall promptly notify the Depositor and shall thereupon
     take  such action or refrain from taking any action  as
     the   Depositor  shall  in  writing  direct;  provided,
     however,  that if the Depositor shall not  within  five
     Business  Days  of  the giving of such  notice  to  the
     Depositor  direct the Trustee to take or  refrain  from
     taking  any action, the Trustee shall take such  action
     as it, in its sole discretion, shall deem advisable.
          
          In  the  event  that the Trustee shall  have  been
     notified  at  any time of any action  to  be  taken  or
     proposed  to  be  taken by at least a legally  required
     number of holders of any Equity Securities deposited in
     a  Trust,  the Trustee shall take such action  or  omit
     from taking any action, as appropriate, so as to insure
     that  the  Equity Securities are voted  as  closely  as
     possible  in  the  same  manner and  the  same  general
     proportion as are the Equity Securities held by  owners
     other than the Trust.
          
          In the event that an offer by the issuer of any of
     the  Securities  or any other party shall  be  made  to
     issue  new  securities, or to exchange securities,  for
     Trust  Securities, the Trustee shall reject such offer.
     However,   should  any  exchange  or  substitution   be
     effected  notwithstanding such rejection or without  an
     initial  offer,  any Securities, cash  and/or  property
     received  in exchange shall be deposited hereunder  and
     shall  be promptly sold, if securities or property,  by
     the  Trustee  pursuant  to the  Depositor's  direction,
     unless  the Depositor advises the Trustee to keep  such
     securities or property.  The Depositor may rely on  the
     Portfolio  Supervisor in so advising the Trustee.   The
     cash received in such exchange and cash proceeds of any
     such sales shall be distributed to Unit holders on  the
     next  distribution  date in the  manner  set  forth  in
     Section 3.05 regarding distributions from the Principal
     Account.    The   Trustee  shall  not  be   liable   or
     responsible  in  any  way  for  depreciation  or   loss
     incurred by reason of any such sale.
          
          Neither  the  Depositor nor the Trustee  shall  be
     liable to any person for any action or failure to  take
     action pursuant to the terms of this Section 3.11 other
     than failure to notify the Depositor.
          
          Whenever  new securities or property  is  received
     and  retained  by  the Trust pursuant to  this  Section
     3.11, the Trustee shall, within 5 days thereafter, mail
     to  all  Unit  holders  of the Trust  notices  of  such
     acquisition   unless  legal  counsel  for   the   Trust
     determines  that  such notice is not  required  by  The
     Investment Company Act of 1940, as amended."
     
     J.    Section  1.01(4)  shall be  amended  to  read  as
follows:
          
          "(4) "Portfolio Supervisor" shall mean First Trust
     Advisors  L.P. and its successors in interest,  or  any
     successor portfolio supervisor appointed as hereinafter
     provided."
     
     IN WITNESS WHEREOF, Nike Securities L.P., United States
Trust  Company  of New York, Securities Evaluation  Service,
Inc.  and  First Trust Advisors L.P. have each  caused  this
Trust  Agreement to be executed and the respective corporate
seal  to  be hereto affixed and attested (if applicable)  by
authorized officers; all as of the day, month and year first
above written.

                              NIKE SECURITIES L.P.,Depositor


                              By   Carlos E. Nardo
                                   Senior Vice President

                             UNITED STATES TRUST COMPANY OF
                              NEW YORK, Trustee



(SEAL)                        By   Thomas Porrazzo
                                   Vice President

Attest:

Rosalia A. Raviele
Assistant Vice President      SECURITIES EVALUATION SERVICE,
                              INC., Evaluator


(SEAL)                        By   James R. Couture
                                   President

Attest:

James G. Prince
Vice President and
Assistant Secretary          FIRST TRUST ADVISORS L.P.,
                              Portfolio Supervisor


                              By   Carlos E. Nardo
                                   Senior Vice President
                SCHEDULE A TO TRUST AGREEMENT

               Securities Initially Deposited
     The First Trust Special Situations Trust, Series 77


          
          (Note:  Incorporated herein and made a part hereof
     for  the Trust is the "Schedule of Investments" for the
     Trust as set forth in the Prospectus.)



                       CHAPMAN AND CUTLER
                     111 WEST MONROE STREET
                    CHICAGO, ILLINOIS  60603
                                
                                
                          May 19, 1994
                                
                                
                                
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532
     
     
     Re:  The First Trust Special Situations Trust, Series 77

Gentlemen:
     
     We  have  served  as  counsel for Nike Securities  L.P.,  as
Sponsor  and  Depositor  of  The First Trust  Special  Situations
Trust,  Series  77 in connection with the preparation,  execution
and  delivery of a Trust Agreement dated May 19, 1994 among  Nike
Securities L.P., as Depositor, United States Trust Company of New
York,  as  Trustee,  Securities  Evaluation  Service,  Inc.,   as
Evaluator,   and   First  Trust  Advisors  L.P.,   as   Portfolio
Supervisor, pursuant to which the Depositor has delivered to  and
deposited  the  Securities listed in  Schedule  A  to  the  Trust
Agreement with the Trustee and pursuant to which the Trustee  has
issued  to  or  on  the order of the Depositor a  certificate  or
certificates representing units of fractional undivided  interest
in and ownership of the Fund created under said Trust Agreement.
     
     In  connection  therewith, we have examined  such  pertinent
records  and  documents  and matters of law  as  we  have  deemed
necessary  in  order  to  enable  us  to  express  the   opinions
hereinafter set forth.
     
     Based upon the foregoing, we are of the opinion that:

      1.    the execution and delivery of the Trust Agreement and
the  execution and issuance of certificates evidencing the  Units
in the Fund have been duly authorized; and

      2.   the certificates evidencing the Units in the Fund when
duly  executed and delivered by the Depositor and the Trustee  in
accordance   with   the  aforementioned  Trust  Agreement,   will
constitute  valid  and binding obligations of the  Fund  and  the
Depositor in accordance with the terms thereof.
     
     We  hereby  consent  to the filing of  this  opinion  as  an
exhibit   to  the  Registration  Statement  (File  No.  33-67702)
relating  to the Units referred to above, to the use of our  name
and  to  the reference to our firm in said Registration Statement
and in the related Prospectus.

                                  Respectfully submitted,




                                  CHAPMAN AND CUTLER
EFF:jlg




                     CHAPMAN AND CUTLER
                   111 WEST MONROE STREET
                  CHICAGO, ILLINOIS  60603
                              
                              
                        May 19, 1994
                              
                              
                              
Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois  60532

United States Trust Company of New York
770 Broadway
New York, New York  10003
     
     
     Re:  The First Trust Special Situations Trust, Series 77

Gentlemen:
     
     We  have  acted  as  counsel for Nike Securities  L.P.,
Depositor  of  The  First  Trust Special  Situations  Trust,
Series  77 (the "Fund"), in connection with the issuance  of
units of fractional undivided interests in the Trust of said
Fund  (the "Trust"), under a Trust Agreement, dated May  19,
1994  (the  "Indenture"), between Nike Securities  L.P.,  as
Depositor,  United  States Trust Company  of  New  York,  as
Trustee,  Securities Evaluation Service, Inc., as  Evaluator
and First Trust Advisors L.P., as Portfolio Supervisor.
     
     In  this  connection, we have examined the Registration
Statement, the form of Prospectus proposed to be filed  with
the  Securities and Exchange Commission, the  Indenture  and
such   other  instruments  and  documents  we  have   deemed
pertinent.   The opinions expressed herein assume  that  the
Trust  will  be administered, and investments by  the  Trust
from  proceeds of subsequent deposits, if any, will be made,
in  accordance with the terms of the Indenture.   The  Trust
holds   both  Treasury  Obligations  and  Equity  Securities
(collectively, the "Securities") as such terms  are  defined
in the Prospectus.
     
     Based  upon the foregoing and upon an investigation  of
such matters of law as we consider to be applicable, we  are
of the opinion that, under existing federal income tax law:
     
          I.   Each Trust is not an association taxable as a
     corporation for Federal income tax purposes; each  Unit
     holder  will  be treated as the owner  of  a  pro  rata
     portion  of  the assets of a Trust under  the  Internal
     Revenue  Code  of 1986 (the "Code"); the  income  of  a
     Trust  will  be treated as income of the  Unit  holders
     thereof  under  the Code; and an item  of  each  income
     Trust  will have the same character in the hands  of  a
     Unit  holder  as  it would have in the  hands  of  each
     Trustee.  Each Unit holder will be considered  to  have
     received his pro rata share of income derived from each
     Trust asset when such income is received by the Trust.
     
          II.    Each Unit holder will have a taxable  event
     when  a Trust disposes of a Security (whether by  sale,
     exchange, redemption, or payment at maturity)  or  upon
     the  sale  or redemption of Units by such Unit  holder.
     The  price  a Unit holder pays for his Units, including
     sales  charges, is allocated among his pro rata portion
     of  each Security held by a Trust (in proportion to the
     fair  market values thereof on the date the Unit holder
     purchases his Units) in order to determine his  initial
     cost for his pro rata portion of each Security held  by
     a Trust.  The Treasury Obligations are treated as bonds
     that  were  originally  issued  at  an  original  issue
     discount.   Because the Treasury Obligations  represent
     interest  in  "stripped" U.S. Treasury  bonds,  a  Unit
     holder's initial cost for his pro rata portion of  each
     Treasury  Obligation  held by the Growth  and  Treasury
     Trust (determined at the time he acquires his Units, in
     the  manner  described above) shall be treated  as  its
     "purchase price" by the Unit holder.  Under the special
     rules   relating  to  stripped  bonds,  original  issue
     discount is effectively treated as interest for Federal
     income  tax  purposes and the amount of original  issue
     discount  in  this  case  is generally  the  difference
     between  the  bond's  purchase  price  and  its  stated
     redemption  price at maturity.  A Unit holder  will  be
     required  to  include in gross income for each  taxable
     year  the  sum of his daily portions of original  issue
     discount attributable to the Treasury Obligations  held
     by the Growth and Treasury Trust as such original issue
     discount  accrues  and will in general  be  subject  to
     Federal income tax with respect to the total amount  of
     such original issue discount that accrues for such year
     even  though the income is not distributed to the  Unit
     holders  during such year to the extent it  is  greater
     than or equal to a "de minimis" amount determined under
     a  Treasury  Regulation  (the "Regulation")  issued  on
     December  28, 1992 as described below.  To  the  extent
     the amount of such discount is less than the respective
     "de minimis" amount, such discount shall be treated  as
     zero.   In  general,  original issue  discount  accrues
     daily under a constant interest rate method which takes
     into  account  the semi-annual compounding  of  accrued
     interest.   In  the  case of the Treasury  Obligations,
     this  method  will  generally result in  an  increasing
     amount  of  income to the Unit holders each year.   For
     Federal  income tax purposes, a Unit holder's pro  rata
     portion of dividends as defined by Section 316  of  the
     Code  paid  by  a corporation are taxable  as  ordinary
     income to the extent of such corporation's current  and
     accumulated  "earnings and profits."  A  Unit  holder's
     pro rata portion of dividends which exceed such current
     and  accumulated earnings and profits will first reduce
     a  Unit  holder's  tax  basis  in  such  Security  (and
     accordingly his basis in his Units), and to the  extent
     that such dividends exceed a Unit holder's tax basis in
     such  Security  shall be treated as capital  gain.   In
     general,  any  such  capital gain will  be  short  term
     unless a Unit holder has held his units for more  thatn
     one year.
     
        III.   A Unit holder's portion of gain, if any, upon
     the  sale or redemption of Units or the disposition  of
     Securities held by a Trust will generally be considered
     a  capital  gain except in the case of a  dealer  or  a
     financial  institution and will be generally  long-term
     if the Unit holder has held his Units for more than one
     year.   A  Unit holder's portion of loss, if any,  upon
     the  sale or redemption of Units or the disposition  of
     Securities held by a Trust will generally be considered
     a  capital  loss except in the case of a  dealer  or  a
     financial  institution and will be generally  long-term
     if the Unit holder has held his Units for more than one
     year.
     
           IV.     The  Code  provides  that  "miscellaneous
     itemized  deductions" are allowable only to the  extent
     that   they   exceed  two  percent  of  an   individual
     taxpayer's   adjusted   gross  income.    Miscellaneous
     itemized  deductions subject to this  limitation  under
     present  law include a Unit holder's pro rata share  of
     expenses paid by a Trust, including fees of the Trustee
     and the Evaluator.
     
     The  Code provides a complex set of rules governing the
accrual of original issue discount, including special  rules
relating to "stripped" debt instruments such as the Treasury
Obligations.   These  rules  provide  that  original   issue
discount  generally  accrues on  the  basis  of  a  constant
compound interest rate.  Special rules apply if the purchase
price  of  a Treasury Obligation exceeds its original  issue
price plus the amount of original issue discount which would
have  previously  accrued, based upon its issue  price  (its
"adjusted  issue  price").  Similarly, these  special  rules
would  apply to a Unit holder if the tax basis  of  his  pro
rata  portion of a Treasury Obligation issued with  original
issue  discount exceeds his pro rata portion of its adjusted
issue price.  The application of these rules will also  vary
depending  on the value of the Treasury Obligations  on  the
date  a Unit holder acquires his Units, and the price a Unit
holder pays for his Units.  In addition, as discussed above,
the  Regulation  provides that the amount of original  issue
discount on a stripped bond is considered zero if the actual
amount  of original issue discount on such stripped bond  as
determined under Section 1286 of the Code is less than a "de
minimis"  amount,  which, the Regulation  provides,  is  the
product  of (i) 0.25 percent of the stated redemption  price
at  maturity and (ii) the number of full years from the date
the  stripped  bond is purchased (determined separately  for
each  new purchaser thereof) to the final maturity  date  of
the bond.
     
     For taxable years beginning after December 31, 1986 and
before  January 1, 1996, certain corporations may be subject
to  the  environmental tax (the "Superfund Tax") imposed  by
Section  59A of the Code.  Income received from,  and  gains
recognized from the disposition of, a Security by the  Trust
will be included in the computation of the Superfund Tax  by
such corporations holding Units in the Trust.
     
     "The  Revenue  Reconciliation Act of  1993"  (the  "Tax
Act") subjects tax-exempt bonds to the market discount rules
of  the  Code effective for bonds purchased after April  30,
1993.  In general, market discount is the amount (if any) by
which  the  stated redemption price at maturity  exceeds  an
investor's  purchase price (except to the extent  that  such
difference,  if  any,  is  attributable  to  original  issue
discount not yet accrued).  Market discount can arise  based
on  the  price  a  Trust  pays for  Bonds  or  the  price  a
Certificateholder pays for his or her Units.  Under the  Tax
Act,  accretion  of market discount is taxable  as  ordinary
income;  under prior law, the accretion had been treated  as
capital  gain.  Market discount that accretes while a  Trust
holds  a Bond would be recognized as ordinary income by  the
Certificateholders when principal payments are  received  on
the  Bond,  upon  sale  or  at redemption  (including  early
redemption), or upon the sale or redemption of  his  or  her
Units,  unless a Certificateholder elects to include  market
discount in taxable income as it accrues.
     
     The  scope of this opinion is expressly limited to  the
matters set forth herein, and, except as expressly set forth
above,  we  express  no opinion with respect  to  any  other
taxes,  including  state or local taxes  or  collateral  tax
consequences  with  respect to the purchase,  ownership  and
disposition of Units.
     
     We  hereby consent to the filing of this opinion as  an
exhibit  to  the Registration Statement (File No.  33-67702)
relating  to the Units referred to above and to the  use  of
our   name  and  to  the  reference  to  our  firm  in  said
Registration Statement and in the related Prospectus.
                                    
                                    Very truly yours,
                                    
                                    
                                    
                                    CHAPMAN AND CUTLER
EFF/jlg




                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005
                                
                                
                          May 19, 1994
                                
                                
                                
United States Trust Company
  of New York, as Trustee of
  The First Trust Special
  Situations Trust, Series 77
  Financial Institutions Growth Trust,
  Series 1
  Financial Institutions Growth & Treasury
  Securities Trust, Series 2

770 Broadway - 6th Floor
New York, New York  10003

Attention:     Mr. C. William Steelman
          Executive Vice President
     
     
     Re:  The First Trust Special Situations Trust, Series 77
          Financial Institutions Growth Trust, Series 1
       Financial Institutions Growth & Treasury Securities
                         Trust, Series 2

Dear Sirs:
     
     We  are  acting as special counsel with respect to New  York
tax  matters for The First Trust Special Situations Trust, Series
77,  Financial Institutions Growth Trust, Series 1  (the  "Growth
Trust"),  and Financial Institutions Growth & Treasury Securities
Trust,  Series  2 (the "Growth & Treasury Trust")  (collectively,
the  "Trusts"), which will be established under a Standard  Terms
and  Conditions of Trust dated November 20, 1991 and October  15,
1991,  respectively, and a related Trust Agreement  dated  as  of
today  (collectively,  the "Indenture"),  among  Nike  Securities
L.P.,  as  Depositor  (the  "Depositor");  Securities  Evaluation
Service,  Inc.,  as  Evaluator; First  Trust  Advisors  L.P.,  as
Portfolio Supervisor and United States Trust Company of New York,
as  Trustee  (the  "Trustee").  Pursuant  to  the  terms  of  the
Indenture,  units of fractional undivided interest in the  Trusts
(the "Units") will be issued in the aggregate number set forth in
the Indenture.

We  have  examined and are familiar with originals  or  certified
copies,  or  copies otherwise identified to our satisfaction,  of
such documents as we have deemed necessary or appropriate for the
purpose of this opinion.  In giving this opinion, we have  relied
upon  the  two  opinions, each dated today and addressed  to  the
Trustee,  of Chapman and Cutler, counsel for the Depositor,  with
respect to the matters of law set forth therein.

Based upon the foregoing, we are of the opinion that:

1.    The  Trusts  will  not constitute associations  taxable  as
corporations  under  New York law, and accordingly  will  not  be
subject to the New York State franchise tax or the New York  City
general corporation tax.

2.   Under the income tax laws of the State and City of New York,
the  income  of the Trusts will be considered the income  of  the
holders of the Units.

We  consent  to the filing of this opinion as an exhibit  to  the
Registration  Statement (No. 33-67702) filed with the  Securities
and  Exchange Commission with respect to the registration of  the
sale  of  the Units and to the references to our name  under  the
captions  "What is the Federal Tax Status of Unit  Holders?"  and
"Legal   Opinions"  in  such  Registration  Statement   and   the
preliminary prospectus included therein.
                                       
                                       Very truly yours,
                                       
                                       
                                       
                                       
                                       Carter, Ledyard & Milburn



                    CARTER, LEDYARD & MILBURN
                       COUNSELLORS AT LAW
                          2 WALL STREET
                    NEW YORK, NEW YORK  10005
                                
                                
                          May 19, 1994
                                
                                
                                
United States Trust Company
  of New York, as Trustee of
  The First Trust Special Situations
  Trust, Series 77
  Financial Institutions Growth Trust,
  Series 1
  Financial Institutions Growth & Treasury
  Securities Trust, Series 2
770 Broadway - 6th Floor
New York, New York 10003

Attention:     Mr. C. William Steelman
               Executive Vice President
     
     
     Re:  The First Trust Special Situations Trust, Series 77
          Financial Institutions Growth Trust, Series 1
       Financial Institutions Growth & Treasury Securities
                         Trust, Series 2

Dear Sirs:
     
     We  are acting as counsel for United States Trust Company of
New  York  (the "Trust Company") in connection with the execution
and  delivery of a Standard Terms and Conditions of  Trust  dated
November  20,  1991,  and October 15, 1991, respectively,  and  a
related  Trust  Agreement, dated today's date (collectively,  the
"Indenture"),  among  Nike Securities  L.P.,  as  Depositor  (the
"Depositor"); Securities Evaluation Service, Inc., as  Evaluator;
First Trust Advisors L.P., as Portfolio Supervisor; and the Trust
Company, as Trustee (the "Trustee"), establishing The First Trust
Special  Situations  Trust,  Series  77,  Financial  Institutions
Growth  Trust,  Series  1  (the "Growth  Trust"),  and  Financial
Institutions  Growth & Treasury Securities Trust, Series  2  (the
"Growth & Treasury Trust") (collectively, the "Trusts"), and  the
execution  by the Trust Company, as Trustee under the  Indenture,
of a certificate or certificates evidencing ownership of units of
each  Trust (such certificate or certificates and such  aggregate
units  being herein called "Certificates" and "Units"),  each  of
which represents an undivided interest in the Trust, which, as to
the  Growth Trust consists of common stocks, and which as to  the
Growth  &  Treasury Trust consists of "zero coupon" U.S. Treasury
bonds  and  common stocks (including, in the case of each  Trust,
confirmations  of  contracts for the purchase  of  certain  Bonds
and/or  stock  not  delivered and cash, cash  equivalents  or  an
irrevocable  letter of credit or a combination  thereof,  in  the
amount required for such purchase upon the receipt of such  Bonds
and/or  stock),  such  Bonds and/or stock being  defined  in  the
Indenture  as  Securities  and listed  in  the  Schedule  to  the
Indenture.

We  have  examined  the Indenture, the Closing  Memorandum  dated
today's date, a specimen Certificate, and such other documents as
we  have deemed necessary in order to render this opinion.  Based
on the foregoing, we are of the opinion that:

1.     The  Trust  Company  is  a  duly  organized  and  existing
corporation having the powers of a trust company under  the  laws
of the State of New York.

2.    The  Indenture has been duly executed and delivered by  the
Trust  Company  and, assuming due execution and delivery  by  the
other  parties thereto, constitutes the valid and legally binding
obligation of the Trust Company.

3.    The  Certificates  are in proper  form  for  execution  and
delivery by the Trust Company, as Trustee.

4.    The  Trust  Company,  as Trustee,  has  duly  executed  and
delivered to or upon the order of the Depositor a Certificate  or
Certificates evidencing ownership of the Units, registered in the
name  of  the  Depositor.  Upon receipt of  confirmation  of  the
effectiveness of the registration statement for the sale  of  the
Units filed with the Securities and Exchange Commission under the
Securities  Act  of  1933, the Trustee  may  deliver  such  other
Certificates,  in such names and denominations as  the  Depositor
may request, to or upon the order of the Depositor as provided in
the Closing Memorandum.

5.    The  Trust Company, as Trustee, may lawfully under the  New
York  Banking Law advance to the Growth Trust amounts as  may  be
necessary   to   provide   monthly  interest   distributions   of
approximately equal amounts, and be reimbursed, without interest,
for  any  such advances from funds in the income account  on  the
ensuing record date, as provided in the Indenture.

In rendering the foregoing opinion, we have not considered, among
other  things,  whether the Securities have been duly  authorized
and delivered.

                                       Very truly yours,



                                       CARTER, LEDYARD & MILBURN





SES
Securities Evaluation Service, Inc.
Suite 200
531 E. Roosevelt Road
Wheaton, Illinois  60187




May 19, 1994


Nike Securities L.P.
1001 Warrenville Road
Lisle, IL  60532

     Re:  THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 77

Gentlemen:
     
     We  have  examined the Registration Statement File  No.  33-
67702 for the above captioned fund.  We hereby consent to the use
in  the  Registration Statement of the references  to  Securities
Evaluation Service, Inc. as evaluator.
     
     You are hereby authorized to file a copy of this letter with
the Securities and Exchange Commission.

Sincerely,

Securities Evaluation Service, Inc.



James R. Couture
President



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