EQUITY SECURITIES TRUST SERIES 5, S-6EL24, 1994-05-03

EQUITY SECURITIES TRUST SERIES 5
S-6EL24, 1994-05-03

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1994
REGISTRATION NO. 33-_____

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

FORM S-6

For Registration Under the Securities Act
of 1933 of Securities of Unit Investment
Trusts Registered on Form N-8B-2
_____________________

A.EXACT NAME OF TRUST:
Equity Securities Trust, Series 5

B.NAME OF DEPOSITOR:
Bear, Stearns & Co. Inc.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:
COPY OF COMMENTS TO:
Peter J. DeMarco MICHAEL R. ROSELLA, Esq.
Managing Director Battle Fowler
Bear, Stearns & Co. Inc. 280 Park Avenue
245 Park Avenue New York, New York 10017
New York, New York 10167 (212) 856-6858

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Equity Securities Trust, Series
5, is being registered under the Securities Act of 1933 pursuant
to Section 24(f) of the Investment Company Act of 1940, as
amended, and Rule 24f-2 thereunder.

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

G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of the
Registration Statement.

[ ] Check box if it is proposed that this filing will become effective
immediately upon filing pursuant to Rule 487.

The registrant hereby amends the registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>
Equity Securities Trust, Series 5

CROSS-REFERENCE SHEET

Pursuant to Rule 404 of Regulation C
Under the Securities Act of 1933

(Form N-8B-2 Items Required by Instruction as
to the Prospectus in Form S-6)

FORM N-8B-2 FORM S-6
ITEM NUMBER HEADING IN PROSPECTUS

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust . . . . . . . . Front cover of Prospectus
(b) Title of securities issued . Front cover of Prospectus
2. Name and address of each depositor
The Sponsor
3. Name and address of trustee . . . The Trustee
4. Name and address of principal underwriters Distribution of Units
5. State of organization of trust . Organization
6. Execution and termination of trust agreement
Trust Agreement, Amendment and Termination
7. Changes of name . . . . . . . . . Not Applicable
8. Fiscal year . . . . . . . . . . . Not Applicable
9. Litigation . . . . . . . . . . . None

II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST

10. (a) Registered or bearer securities Certificates
(b) Cumulative or distributive securities Interest and Principal
Distributions
(c) Redemption . . . . . . . . . Trustee Redemption
(d) Conversion, transfer, etc . . Certificates, Sponsor
Repurchase, Trustee
Redemption
(e) Periodic payment plan . . . . Not Applicable
(f) Voting rights . . . . . . . . Trust Agreement,
Amendment and Termination
(g) Notice to certificateholders Records, Portfolio,
Substitution of
Securities, Trust
Agreement, Amendment and
Termination, The Sponsor,
the Trustee
(h) Consents required . . . . . . Trust Agreement,
Amendment and Termination
(i) Other provisions . . . . . . Tax Status
11. Type of securities comprising units . . . Objectives, Portfolio,
Portfolio Summary
12. Certain information regarding periodic
payment certificates. . . . . . . Not Applicable
13. (a) Load, fees, expenses, etc . . Summary of Essential
Information, Public
Offering Price, Market
for Units, Volume and
Other Discounts,
Sponsor's and
Underwriters' Profits,
Trust Expenses and
Charges
(b) Certain information regarding periodic
payment certificates . . . . Not Applicable
(c) Certain percentages . . . . . Summary of Essential
Information, Public
Offering Price, Market
for Units, Volume and
Other Discounts
(d) Price differences . . . . . . Volume and Other
Discounts, Distribution
of Units
(e) Other loads, fees, expenses . Certificates
(f) Certain profits receivable by
depositors, principal underwriters,
trustee or affiliated persons Sponsor's and
Underwriters' Profits,
Portfolio Summary
(g) Ratio of annual charges to income Not Applicable
14. Issuance of trust's securities . Organization,
Certificates
15. Receipt and handling of payments from
purchasers . . . . . . . . . . . Organization
16. Acquisition and disposition of underlying
securities . . . . . . . . . . . Organization, Objectives,
Portfolio, Portfolio
Supervision
17. Withdrawal or redemption . . . . Comparison of Public
Offering Price, Sponsor
Repurchase, Trustee
Redemption
18. (a) Receipt, custody and disposition
of income . . . . . . . . . . . Distributions, Dividend
and Principal
Distributions, Portfolio
Supervision
(b) Reinvestment of distributions Not Applicable
(c) Reserves or special funds . . Dividend and Principal
Distributions
(d) Schedule of distributions . . Not Applicable
19. Records, accounts and reports . . Records
20. Certain miscellaneous provisions of trust
agreement
(a) Amendment . . . . . . . . . . Trust Agreement,
Amendment and Termination
(b) Termination . . . . . . . . . Trust Agreement,
Amendment and Termination
(c) and (d) Trustee, removal and successor The Trustee
(e) and (f) Depositor, removal and successor The Sponsor
21. Loans to security holders . . . . Not Applicable
22. Limitations on liability . . . . The Sponsor, The Trustee
23. Bonding arrangements . . . . . . Part II - Item A
24. Other material provisions of
trust agreement . . . . . . . . . Not Applicable

III. Organization, Personnel and Affiliated Persons of Depositor

25. Organization of depositor . . . . The Sponsor
26. Fees received by depositor . . . Not Applicable
27. Business of depositor . . . . . . The Sponsor
28. Certain information as to officials and
affiliated persons of depositor . Not Applicable
29. Voting securities of depositor . Not Applicable
30. Persons controlling depositor . . Not Applicable
31. Payments by depositor for certain services
rendered to trust . . . . . . . . Not Applicable
32. Payments by depositor for certain other
services rendered to trust . . . Not Applicable
33. Remuneration of employees of depositor for
certain services rendered to trust . . . Not Applicable
34. Remuneration of other person for certain
services rendered to trust . . . Not Applicable

IV. Distribution and Redemption of Securities

35. Distribution of trust's securities by states Distribution of Units
36. Suspension of sales of trust's securities Not Applicable
37. Revocation of authority to distribute None
38. (a) Method of distribution . . . Distribution of Units
(b) Underwriting agreements . . . Distribution of Units
(c) Selling agreements . . . . . Distribution of Units
39. (a) Organization of principal underwriters The Sponsor
(b) N.A.S.D. membership of principal
underwriters . . . . . . . . The Sponsor
40. Certain fees received by principal
underwriters . . . . . . . . . . The Sponsor
41. (a) Business of principal underwriters The Sponsor
(b) Branch offices of principal underwriters The Sponsor
(c) Salesmen of principal underwriters The Sponsor
42. Ownership of trust's securities by
certain persons . . . . . . . . . Not Applicable
43. Certain brokerage commissions received
by principal underwriters . . . . Not Applicable
44. (a) Method of valuation . . . . . Summary of Essential
Information, Market for
Units, Offering Price,
Accrued Interest, Volume
and Other Discounts,
Distribution of Units,
Comparison of Public
Offering Price, Sponsor
Repurchase, Trustee
Redemption
(b) Schedule as to offering price Summary of Essential
Information
(c) Variation in offering price to certain
persons . . . . . . . . . . . Distribution of Units,
Volume and Other
Discounts
45. Suspension of redemption rights . Not Applicable
46. (a) Redemption valuation . . . . Comparison of Public
Offering Price, Sponsor
Repurchase, Trustee
Redemption
(b) Schedule as to redemption price . . Summary of Essential
Information
47. Maintenance of position in underlying
securities . . . . . . . . . . . . . . . Comparison of Public
Offering Price,
Sponsor Repurchase,
Trustee Redemption

<PAGE>
V. Information Concerning the Trustee or Custodian

48. Organization and regulation of trustee . . The Trustee
49. Fees and expenses of trustee . . Trust Expenses and
Charges
50. Trustee's lien . . . . . . . . . Trust Expenses and
Charges

VI. Information Concerning Insurance of Holders of Securities

51. Insurance of holders of trust's
securities . . . . . . . . . . . . None

VII. Policy of Registrant

52. (a) Provisions of trust agreement with respect
to selection or elimination of underlying
securities . . . . . . . . . Objectives, Portfolio,
Portfolio Supervision,
Substitution of
Securities
(b) Transactions involving elimination of
underlying securities . . . . Not Applicable
(c) Policy regarding substitution or
elimination of underlying securities . . Substitution of
Securities
(d) Fundamental policy not otherwise covered Not Applicable
53. Tax status of trust . . . . . . . Tax Status

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during last ten years Not Applicable
55. Hypothetical account for issuers of
periodic payment plans . . . . . Not Applicable
56. Certain information regarding periodic
payment certificates . . . . . . Not Applicable
57. Certain information regarding periodic
payment plans . . . . . . . . . . Not Applicable
58. Certain other information regarding
periodic payment plans . . . . . Not Applicable
59. Financial statements (Instruction 1(c)
to Form S-6) . . . . . . . . . . Statement of
Financial Condition

<PAGE>

SUBJECT TO COMPLETION DATED MAY 3, 1994

INSERT LOGO

EQUITY SECURITIES TRUST
SERIES 5

The Trust is a unit investment trust designated Equity Securities Trust,
Series 5 ("Trust"). The Sponsor is Bear, Stearns & Co. Inc. The
objectives of the Trust are to seek to achieve capital appreciation
together with a high level of current income. In addition, it is the
Trust's objective to achieve growth in income with the growth in capital.
The Sponsor cannot give assurance that the Trust's objectives can be
achieved. The Trust contains an underlying portfolio of common stocks
issued by domestic real estate investment trusts ("REITs") and contracts
and funds for the purchase of such securities (collectively, the
"Securities"). There are certain risks inherent in an investment in
REITs. See "Special Risk Considerations" in Part A and Part B of this
prospectus.

Minimum Purchase: 100 Units

This Prospectus consists of two parts. Part A contains the Summary of
Essential Information including descriptive material relating to the
Trust, the Statement of Condition of the Trust. Part B contains general
information about the Trust. Part A may not be distributed unless
accompanied by Part B.

Please read and retain both parts of this Prospectus for future reference.

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

PROSPECTUS PART A DATED ___, 1994

Information contained herein is subject to completion or amendment. A
registration statement relating to these Securities has been filed with
the Securities and Exchange Commission. These Securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or solicitation of an offer to buy nor shall there be any
sale of these Securities in any state in which said offer, solicitation or
sale would be unlawful prior to the registration or qualification under
the Securities Laws of any state.

<PAGE>
EQUITY SECURITIES TRUST, SERIES 5
SUMMARY OF ESSENTIAL INFORMATION AS OF ____________, 1994*

Date of Deposit: ____________, 1994 Liquidation Period: Beginning 60
Aggregate Value of Securities**$ days prior to the Mandatory
Aggregate Value of Securities Termination Date.
per 100 Units . . . . . $ Minimum Value of Trust: The Trust
Number of Units . . . . . may be terminated if the value of
Fractional Undivided Interest in the Trust is less than 40% of the
Trust . . . . . . . . 1/ aggregate value of the Securities
Public Offering Price+ at the completion of the Deposit
Aggregate Value of Securities in Period.
Trust** . . . . . . . . . . . .$ Mandatory Termination Date: The
Divided By ____ Units (times 100)$ earlier of , 1997 or
Plus Sales Charge of 3.9% of Public the disposition of the last
Offering Price per 100 Units $ Security in the Trust.
Public Offering Price per Trustee: United States Trust
100 Units+++ . . . . . $ Company of New York.
Sponsors' Repurchase Price and Trustee's Annual Fee: $ per
Redemption Price per 100 Units $ 100 Units outstanding.
Excess of Public Offering Price Over Sponsor: Bear, Stearns & Co. Inc.
Redemption Price per 100 Units $ Sponsor's Annual Fee: Maximum of
Evaluation Time: 4:00 p.m. New York $.25 per 100 Units outstanding
Time. (see "Trust Expenses and Charges"
Minimum Principal Distribution: in Part B).
$1.00 per 100 Units Record date++: First of each month
Dividend distribution date++:
Fifteenth of each month

________________________

* The business day prior to the initial Date of Deposit. The initial
Date of Deposit is the date on which the Trust Agreement was signed
and the deposit of Securities with the Trustee made.
** Includes accrued income receivable.
+ Per 100 units.
++ The first dividend distribution will be made on ________________,
1994 (the "First Payment Date") to all Certificateholders of record
on _______________, 1994 (the "First Record Date"). The regular
monthly payment will begin on _________________, 1994.
+++ On the initial Date of Deposit there will be no cash in the Income
or Capital Accounts. Anyone purchasing Units after such date will
have included in the Public Offering Price a pro rata share of any
cash in such Accounts.

Description of Portfolio

Number of Issues: ( issuers) Number of Issues by Property Type:
Equity REITs: __ (___% of the [List]
initial aggregate value of
Securities
Mortgage REITs: __ (___% of the
initial aggregate value of Securities)
Hybrid REITs: __ (___% of the initial
aggregate value of Securities)
(NYSE %; AMEX %; Over the Counter %)

<PAGE>

THE TRUST

The Trust is a unit investment trust designated Equity Securities Trust,
Series 5 (the "Trust"). The Sponsor is Bear, Stearns & Co. Inc. The
objectives of the Trust are to achieve capital appreciation together with
a high level of current income. In addition, it is the Trust's objective
to achieve growth in income with the growth in capital. The Trust seeks
to achieve its objectives by investing in a fixed, diversified portfolio
of REITs. The Trust's Securities will be issued by a geographically
diverse number of issuers and, in the opinion of the Sponsor, will offer a
significant opportunity for the Trust to achieve its objectives during the
life of the Trust. The Sponsor cannot give assurance that the Trust's
objectives can be achieved. The Trust contains an underlying portfolio of
common stocks issued by domestic real estate investment trusts ("REITs")
and contracts and funds for the purchase of such securities (collectively,
the "Securities"). In selecting Securities for the Trust, the Sponsor
normally will consider the following factors, among others: (1) the
Sponsor's own evaluations of the private market value of the underlying
assets and business of the issuers of the Securities; (2) the dividend
income generated by the Securities; (3) the potential for capital
appreciation for the Securities; (4) the prices of the Securities relative
to other comparable securities; (5) whether the Securities are entitled to
the benefits of protective conditions; (6) the existence of any anti-
dilution protections of the Security; (7) the management quality of the
issuers of the Securities; and (8) the diversification of the Trust's
portfolio as to issuers, product type and geographic focus. There are two
principal types of REITs: those which hold 75% of their invested assets
in the ownership of real estate and benefit from the underlying net rental
income generated from the properties ("Equity REITs") and those which hold
75% of their invested assets in mortgages which are secured by real estate
assets and benefit predominately from the difference between the interest
income on the mortgage loans and the interest expense on the capital used
to finance the loans ("Mortgage REITs"). A third type combines the
investment strategies of the Equity REITs and the Mortgage REITs ("Hybrid
REITs"). There are certain risks inherent in an investment in a portfolio
of REITs. See "Special Risk Considerations" in this Part A and in Part B.
The Trust will terminate three years after the initial Date of Deposit.
Upon termination, Certificateholders may elect to receive their
terminating distributions in cash, in the form of in-kind distributions of
the Trust's Securities or may utilize their terminating distributions to
purchase units of a future series of the Trust at a reduced sales charge.
See "Termination" in this Part A and "Trust Administration--Trust
Termination" in Part B. issues have been deposited in the Trust and
issues are represented by the Sponsor's contracts to purchase, which are
expected to settle on or about , 1994.

With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
aggregate value of the specified Securities in the Trust. Subsequent to
the initial Date of Deposit, the Sponsor may, but is not obligated to,
deposit from time to time additional Securities in the Trust ("Additional
Securities") or contracts to purchase Additional Securities, maintaining
to the extent practicable the original proportionate relationship of the
number of shares of each Security in the Trust portfolio immediately prior
to such deposit, thereby creating additional Units which will be offered
to the public by means of this Prospectus. These additional Units will
each represent, to the extent practicable, an undivided interest in the
same number and type of securities of identical issuers as are represented
by Units issued on the initial Date of Deposit. It may not be possible to
maintain the exact original proportionate relationship among the number of
shares of Securities in the Trust portfolio on the initial Date of Deposit
with the deposit of Additional Securities because of, among other reasons,
purchase requirements, changes in prices, or the unavailability of
Securities. The number and identity of Securities in the Trust will be
adjusted to reflect the disposition of Securities and/or the receipt of a
stock dividend, a stock split or other distribution with respect to such
Securities or the reinvestment of the proceeds distributed to
Certificateholders. The Portfolio of the Trust may change slightly based
on such disposition and reinvestment. Securities received in exchange for
shares will be similarly treated. Substitute Securities may be acquired
under specified conditions when Securities originally deposited in the
Trust are unavailable (see "The Trust--Substitution of Securities" in
Part B). As additional Units are issued by the Trust as a result of the
deposit of Additional Securities by the Sponsor, the aggregate value of
the Securities in the Trust will be increased and the fractional undivided
interest in the Trust represented by each unit will be decreased. As of
the Date of Deposit, Units in the Trust represent an undivided interest in
the principal and net income of the Trust in the ratio of one hundred
Units for the indicated initial aggregate value of Securities in the Trust
on the initial Date of Deposit as is set forth in the Summary of Essential
Information (See "The Trust--Organization" in Part B) (For the specific
number of Units in the Trust as of the initial Date of Deposit, see
"Summary of Essential Information" in this Part A).

The Sponsor makes a primary over the counter market in shares of Portfolio
Nos. ____. The Sponsor acts as an underwriter of a public offering of the
Securities of issuers in Portfolio Nos. _____ and was a manager or co-
manager of a public offering of the securities of issuers in Portfolio
Nos. _____.

SPECIAL RISK CONSIDERATIONS

Since the Trust will consist entirely of shares issued by REITs, a
domestic corporation or business trust which invests primarily in income
producing real estate or real estate related loans or mortgages, an
investment in the Trust will be subject to risks similar to those
associated with the direct ownership of real estate (in addition to
securities markets risks) because of its policy of concentration in the
securities of companies in the real estate industry. These include
declines in the value of real estate, risks related to general and local
economic conditions, dependency on management skill, heavy cash flow
dependency, possible lack of availability of mortgage funds, overbuilding,
extended vacancies of properties, increased competition, increases in
property taxes and operating expenses, changes in zoning laws, losses due
to costs resulting from the clean-up of environmental problems, liability
to third parties for damages resulting from environmental problems,
casualty or condemnation losses, limitations on rents, changes in
neighborhood values and the appeal of properties to tenants and changes in
interest rates. In addition to these risks, Equity REITs may be affected
by changes in the value of the underlying property owned by the trusts,
while Mortgage REITs may be affected by the quality of any credit
extended. Further, Equity and Mortgage REITs are dependent upon the
management skills of the issuers and generally may not be diversified.
Equity and Mortgage REITs are also subject to heavy cash flow dependency
defaults by borrowers and self-liquidation. In addition, Equity and
Mortgage REITs could possibly fail to qualify for tax free pass-through of
income under the Internal Revenue Code of 1986, as amended (the "Code"),
or to maintain their exemptions from registration under the Investment
Company Act of 1940 (the "1940 Act"). The above factors may also
adversely affect a borrower's or a lessee's ability to meet its
obligations to the REIT. In the event of a default by a borrower or
lessee, the REIT may experience delays in enforcing its rights as a
mortgagee or lessor and may incur substantial costs associated with
protecting its investments.

PUBLIC OFFERING PRICE

The Public Offering Price per 100 Units of the Trust is equal to the
aggregate value of the underlying Securities (the price at which they
could be directly purchased by the public assuming they were available) in
the Trust divided by the number of Units outstanding times 100 plus a
sales charge of 3.9% of the Public Offering Price per 100 Units (excluding
any transaction fees) or 4.058% of the net amount invested in Securities
per 100 Units including, during the initial public offering period, the
pro rata nominal transaction fees in connection with the purchase of the
Securities. (See "Summary of Essential Information.") In addition, the
net amount invested in Securities will involve a proportionate share of
amounts in the Income Account and Principal Account, if any. For
additional information regarding the Public Offering Price, the
descriptions of dividend and principal distributions, repurchase and
redemption of Units and other essential information regarding the Trust,
see the Summary of Essential Information for the Trust. During the
initial offering period orders involving at least 10,000 Units will be
entitled to a volume discount from the Public Offering Price. The Public
Offering Price per Unit may vary on a daily basis in accordance with
fluctuations in the aggregate value of the underlying Securities. (See
"Public Offering" in Part B.) The figures above assume a purchase of 100
Units. The price of a single Unit, or any multiple thereof, is calculated
by dividing the Public Offering Price per 100 Units by 100 and multiplying
by the number of Units. If the Securities appreciate in value, purchasers
of Units after the occurrence of such appreciation will acquire their
Units subject to a contingent liability for the income tax inherent in the
appreciated Securities. (See "Tax Status" in Part B.)

DISTRIBUTIONS

Distributions of dividends received, less expenses, will be made by the
Trust monthly. The first dividend distributions will be made on the First
Payment Date to all Certificateholders of record on the First Record Date
and thereafter distributions will be made monthly on the 15th day of every
month (the "Monthly Distribution Date"). Distributions of capital gains
realized, if any, will be made shortly after the Monthly Distribution Date
to Certificateholders of record on the record date immediately preceding
such Monthly Distribution Date. (See "Rights of Certificateholders--
Distributions" in Part B. For the specific dates representing the First
Payment Date and the First Record Date, see "Summary of Essential
Information.")

MARKET FOR UNITS

The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units of the Trust after the initial public
offering has been completed. The secondary market repurchase price will
be based on the market value of the Securities in the Trust portfolio.
(See "Liquidity--Sponsor Repurchase" for a description on how the
secondary market repurchase price will be determined.) If a market is not
maintained a Certificateholder will be able to redeem his Units with the
Trustee. (See "Liquidity--Trustee Redemption" in Part B.) There can be
no assurance of the making or the maintenance of a market for any of the
Securities contained in the Trust portfolio or of the liquidity of the
Securities in any markets made. In addition, the Trust may be restricted
under the Investment Company Act of 1940 from selling Securities to the
Sponsor. The price at which the Securities may be sold to meet
redemptions and the value of the Units will be adversely affected if
trading markets for the Securities are limited or absent.

TOTAL REINVESTMENT PLAN

Distributions from the Trust are made to Certificateholders monthly. The
Certificateholder has the option, however, of either receiving his
dividend check, together with any principal payments, from the Trustee or
participating in a reinvestment program offered by the Sponsor in shares
of ___________________ (the "Fund"). ______________ serves as the
investment adviser of the Fund and ________________________ serves as
distributor for the Fund. Participation in the reinvestment option is
conditioned on the Fund's lawful qualification for sale in the state in
which the Certificateholder is a resident. The Plan is not designed to be
a complete investment program. See "Total Reinvestment Plan" in Part B
for details on how to enroll in the Total Reinvestment Plan and how to
obtain a Fund prospectus.

TERMINATION

During the 60 day period prior to the Mandatory Termination Date (three
years after the initial Date of Deposit) (the "Liquidation Period"),
Securities will begin to be sold in connection with the termination of the
Trust and all Securities will be sold by the Mandatory Termination Date.
The Trustee may utilize the services of the Sponsor for the sale of all or
a portion of the Securities in the Trust. The Sponsor will receive
brokerage commissions from the Trust in connection with such sales in
accordance with applicable law. The Sponsor will determine the manner,
timing and execution of the sales of the underlying Securities.
Certificateholders may elect one of the three options in receiving their
terminating distributions. Certificateholders may elect: (1) to receive
their pro rata share of the underlying Securities in kind, if they own
units in aggregate value of at least $25,000, (2) to receive cash upon the
liquidation of their pro rata share of the underlying Securities or
(3) subject to the receipt by the Trust of an appropriate exemptive order
from the Securities and Exchange Commission, to invest the amount of cash
they would have received upon the liquidation of their pro rata share of
the underlying Securities in units of a future series of the Trust (if one
is offered) at a reduced sales charge. See "Trust Administration--Trust
Termination" in Part B for a description of how to select a termination
distribution option.

The Sponsor will attempt to sell the Securities as quickly as it can
during the Liquidation Period without, in its judgment, materially
adversely affecting the market price of the Securities, but all of the
Securities will in any event be disposed of by the end of the Liquidation
Period. The Sponsor does not anticipate that the period will be longer
than 60 days, and it could be as short as one day, depending on the
liquidity of the Securities being sold. The liquidity of any Security
depends on the daily trading volume of the Security and the amount that
the Sponsor has available for sale on any particular day.
It is expected (but not required) that the Sponsor will generally follow
the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsors will generally sell Securities on the first day
of the Liquidation Period; for less liquid Securities, on each of the
first two days of the Liquidation Period, the Sponsor will generally sell
any amount of any underlying Securities at a price no less than 1/2 of one
point under the last closing sale price of those Securities. On each of
the following two days, the price limit will increase to one point under
the last closing sale price. After four days, the Sponsor intends to sell
at least a fraction of the remaining underlying Securities, the numerator
of which is one and the denominator of which is the total number of days
remaining (including that day) in the Liquidation Period, without any
price restrictions.

During the Liquidation Period, Certificateholders who have not chosen to
receive distributions-in-kind will be at risk to the extent that
Securities are not sold; for this reason the Sponsor will be inclined to
sell the Securities in as short a period as they can without materially
adversely affecting the price of the Securities. However,
Certificateholders who have chosen to receive distributions-in-kind upon
liquidation of the Trust should be aware that this will be a taxable event
to such Certificateholder, and that the Certificateholder will recognize
taxable gain (equal to the difference between such Certificateholder's tax
basis in his Units and the fair market value of Securities received upon
liquidation), which will be a capital gain or loss except in the case of a
dealer in securities. (See "Tax Status" in this Part B.)
Certificateholders should consult their own tax advisers in this regard.

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Sponsor, Trustee, and Certificateholders,
Equity Securities Trust, Series 5

We have audited the accompanying Statement of Condition and Portfolio
(the "financial statements") of the Equity Securities Trust, Series 5 as
of ____________, 1994. These financial statements are the responsibility
of the Sponsor. Our responsibility is to express an opinion on the
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion. The irrevocable letters of credit
deposited in connection with the securities owned as of ____________,
1994, pursuant to contracts to purchase, as shown in the Statement of
Condition, were confirmed to us by United States Trust Company of New
York, the Trustee.

In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Equity Securities Trust,
Series 5, at ____________, 1994, in conformity with generally accepted
accounting principles.

KPMG PEAT MARWICK
New York, New York
____________, 1994

EQUITY SECURITIES TRUST, SERIES 5

STATEMENT OF CONDITION
AS OF DATE OF DEPOSIT, ____________, 1994

TRUST PROPERTY
SERIES 5
Investment in Securities--Sponsor's Contracts
to Purchase Underlying
Securities Backed by Letter of Credit(1) . . . . . . .
. . . . . . . . . . . .$
Total . . . . . . . . . . . . . . . . . . . . . . $___________
-----------

INTEREST OF CERTIFICATEHOLDERS

Interest of Certificateholders--Units of Fractional Undivided
Interest Outstanding
(Series 5: _____ Units):
Cost to Certificateholders(2) . . . . . . . . . $

Less-Gross Underwriting Commissions(3) . . . . . ____________

Net Amount Applicable to Certificateholders . . . _____________

Total . . . . . . . . . . . . . . . . . . . . . . $_____________
-------------
____________________________

(1) Aggregate cost to the Trust of the Securities listed in the
Portfolio is determined by the Trustee on the basis set forth under
"Public Offering--Offering Price" as of 4:00 p.m. on ____________, 1994.
Irrevocable letters of credit issued by [ ] in an
aggregate amount of $__________ have been deposited with the Trustee to
cover the purchase of $__________ principal amount of Securities pursuant
to contracts to purchase such Securities.
(2) Aggregate public offering price computed on _____ Units of
Series 5 on the basis set forth under "Public Offering--Offering Price" in
Part B.
(3) Sales charge of 3.9% computed on _____ Units of Series 5 on the
basis set forth under "Public Offering Price" in Part B.

<PAGE>
EQUITY SECURITIES TRUST
SERIES 5

PORTFOLIO
__________________

AS OF ____________, 1994

A MONTHLY PAYMENT SERIES

<TABLE>
<S> <C> <C> <C> <C> <C>
Number of Percentage Market
Portfolio Securities of Value Cost of Securities
No. (shs./Princ.) Name of Issuer Fund (1) Per Share to Trust (3)
--------- ------------- -------------- ----------- --------- -------------------

_____________
_____________
$ $
</TABLE>

FOOTNOTES TO PORTFOLIO

(1) Based on the cost of the Securities to the Trust.
(2) Forward contracts to purchase the Securities were entered into from
____________, 1994 through ____________, 1994. All such contracts are
expected to be settled on or about the First Settlement Date of the
Trust which is expected to be ____________, 1994 except for portfolio
number _____ which is expected to be settled on or about ____________,
1994.
(3) Evaluation of Securities by the Trustee was made on the basis of
closing sale prices at the Evaluation Time on the day prior to the
Initial Date of Deposit.

Additional information regarding the Trust is as follows:

Sponsor's Sponsor's Profit
Purchase Price (Initial Date of Deposit)

Series 5 . . . . . . . . $ $

<PAGE>
UNDERWRITING SYNDICATE

The names and addresses of the Underwriters of the Units and their
participation in the offering of Equity Securities Trust, Series 5 are as
follows:

% of
Series 5
---------

BEAR, STEARNS & CO. INC.
245 Park Avenue, New York, New York 10167 .

TOTALS . . . . . . . . . . . . . . . .

<PAGE>

INSERT LOGO

EQUITY SECURITIES TRUST
SERIES 5

PROSPECTUS PART B

PART B OF THIS PROSPECTUS MAY NOT BE
DISTRIBUTED UNLESS ACCOMPANIED BY
PART A

THE TRUST

Organization

"Equity Securities Trust, Series 5" consists of a "unit investment trust"
designated as set forth in Part A. The Trust was created under the laws
of the State of New York pursuant to a Trust Indenture and Agreement (the
"Trust Agreement"), dated the initial Date of Deposit, between Bear,
Stearns & Co. Inc., as Sponsor, and United States Trust Company of New
York, as Trustee.

On the initial Date of Deposit, the Sponsor deposited with the Trustee
common stocks issued by domestic real estate investment trusts ("REITs")
including funds and delivery statements relating to contracts for the
purchase of certain such securities (collectively, the "Securities") with
an aggregate value as set forth in Part A and cash or an irrevocable
letter of credit issued by a major commercial bank in the amount required
for such purchases. Thereafter the Trustee, in exchange for the
Securities so deposited, delivered to the Sponsor the Certificates
evidencing the ownership of all Units of the Trust. The Sponsor has a
limited right to substitute other securities in the Trust portfolio in the
event of a failed contract. See "The Trust--Substitution of Securities".
The Sponsor may also, in certain circumstances, direct the Trustee to
dispose of certain Securities if the Sponsor believes that, because of
market or credit conditions, or for certain other reasons, retention of
the Security would be detrimental to Certificateholders. (See "Trust
Administration--Portfolio Supervision.")

As of the day prior to the initial Date of Deposit, a "Unit"
represents an undivided interest or pro rata share in the Securities of
the Trust in the ratio of one hundred Units for the indicated amount of
the aggregate market value of the Securities initially deposited in the
Trust as is set forth in the "Summary of Essential Information". To the
extent that any Units are redeemed by the Trustee, the fractional
undivided interest or pro rata share in such Trust represented by each
unredeemed Unit will increase, although the actual interest in such Trust
represented by such fraction will remain unchanged. Units will remain
outstanding until redeemed upon tender to the Trustee by
Certificateholders, which may include the Sponsor or the Underwriters, or
until the termination of the Trust Agreement.

With the deposit of the Securities in the Trust on the initial Date of
Deposit, the Sponsor established a proportionate relationship among the
initial aggregate value of specified Securities in the Trust. Subsequent
to the initial Date of Deposit, the Sponsor may deposit additional
Securities in the Trust that are substantially similar to the Securities
already deposited in the Trust ("Additional Securities") or contracts to
purchase Additional Securities, in order to create additional Units,
maintaining to the extent practicable the original proportionate
relationship of the number of shares of each Security in the Trust
portfolio on the initial Date of Deposit. These additional Units will
each represent, to the extent practicable, an undivided interest in the
same number and type of securities of identical issuers as are represented
by Units issued on the initial Date of Deposit. It may not be possible to
maintain the exact original proportionate relationship among the
Securities deposited on the initial Date of Deposit because of, among
other reasons, purchase requirements, changes in prices, or unavailability
of Securities. The number and identity of Securities in the Trust will be
adjusted to reflect the disposition of Securities and/or the receipt of a
stock dividend, a stock split or other distribution with respect to shares
or the reinvestment of the proceeds distributed to Certificateholders.
The Portfolio of the Trust may change slightly based on such disposition
and reinvestment. Substitute Securities may be acquired under specified
conditions when Securities originally deposited in the Trust are
unavailable (see "The Trust--Substitution of Securities" below). Units
may be continuously offered to the public by means of this Prospectus (see
"Public Offering--Distribution of Units") resulting in a potential
increase in the number of Units outstanding. As additional units are
issued by the Trust as a result of the deposit of Additional Securities,
the aggregate value of the Securities in the Trust will be increased and
the fractional undivided interest in the Trust represented by each Unit
will be decreased.

Objectives

The objectives of the Trust are to seek to achieve capital
appreciation together with a high level of current income. In addition,
it is the Trust's objective to achieve growth in income with the growth in
capital. The Trust seeks to achieve these objectives by investing in a
portfolio of common stocks issued by domestic REITs, and contracts to
purchase such Securities. All of the Securities in the Trust, are listed
on the New York Stock Exchange, the American Stock Exchange or the
National Association of Securities Dealers Automated Quotations ("NASDAQ")
National Market System and are generally followed by independent
investment research firms. There is no minimum capitalization or market
trading activity requirement for the selection of Securities for the
Trust's portfolio. There can be no assurance that the Trust's investment
objectives can be achieved.

The Securities

In selecting Securities for the Trust, the Sponsor normally will
consider the following factors, among others: (1) the Sponsor's own
evaluations of the private market value of the underlying assets and
business of the issuers of the Securities; (2) the dividend income
generated by the Securities; (3) the potential for capital appreciation
for the Securities; (4) the prices of the Securities relative to other
comparable securities; (5) whether the Securities are entitled to the
benefits of protective conditions; (6) the existence of any anti-dilution
protections of the Security; (7) the management quality of the issuers of
the Securities; and (8) the diversification of the Trust's portfolio as to
issuers, product type and geographic focus.

REITs are a creation of the tax law. REITs essentially operate as a
corporation or business trust with the advantage of exemption from
corporate income taxes provided the REIT satisfy the requirements of
Sections 856 through 860 of the Internal Revenue Code. The major tests
for tax-qualified status are that the REIT (i) be managed by one or more
trustees or directors, (ii) issue shares of transferable interest to its
owners, (iii) have at least 100 shareholders, (iv) have no more than 50%
of the shares held by five or fewer individuals, (v) invest substantially
all of its capital in real estate related assets and derive substantially
all of its gross income from real estate related assets and
(vi) distribute at least 95% of its taxable income to its shareholders
each year.

The Securities deposited in the Trust on the initial date of deposit
consist entirely of interests in REITs. There are two principal types of
REITs: Equity REITs which typically hold 75% of their invested assets in
the ownership of real estate and benefit from the underlying net rental
income generated from the properties, and Mortgage REITs, which typically
hold 75% of their invested assets in mortgages which are secured by real
estate assets and benefit predominantly from the difference between the
interest income on the mortgage loans and the interest expense on the
capital used to finance the loans. A third type, Hybrid REITs, combines
the investment strategies of the Equity REITs and the Mortgage REITs.

In addition to being classified according to investment type, REITs may be
categorized further in terms of their specialization by property type
(e.g., retail, multifamily, healthcare, office, etc.,) or geographic focus
(nationwide, regional or metropolitan area). Additional stratification is
then possible within certain product types (e.g., factory outlets,
community centers, and regional malls are all categories within the retail
sector.) Lastly, REITs that are created to exist for an indefinite period
of time are known as perpetual life REITs while finite life REITs (or
FREITS) have a specified length of time before liquidating their
underlying assets.

Special Risk Considerations

General. Since the Trust will consist entirely of shares issued by
REITs, an investment in the Trust will be subject to varying degrees of
risk generally incident to the ownership of real property. The underlying
value of the Trust's Securities and the Trust's ability to make
distributions to its Certificateholders may be adversely affected by
adverse changes in national economic conditions, adverse changes in local
market conditions due to changes in general or local economic conditions
and neighborhood characteristics, competition from other properties,
changes in the availability, cost and terms of mortgage funds, the impact
of present or future environmental legislation and compliance with
environmental laws, the ongoing need for capital improvements,
particularly in older properties, changes in real estate tax rates and
other operating expenses, adverse changes in governmental rules and fiscal
policies, dependency on management skills, civil unrest, acts of God,
including earthquakes and other natural disasters (which may result in
uninsured losses), acts of war, adverse changes in zoning laws, and other
factors which are beyond the control of the issuers of the REITs in the
Trust.

REITs are generally considered bond equivalents (paying to the REIT
holder their pro rata share of the REIT's annual taxable income). In
general, the value of bond equivalents change as the general levels of
interest rates fluctuate. When interest rates decline, the value of a
bond equivalent portfolio invested at higher yields can be expected to
rise. Conversely, when interest rates rise, the value of a bond
equivalent portfolio invested at lower yields can be expected to decline.
Consequently, the value of the REITs may be particularly sensitive to
devaluation in the event of rising interest rates.

Uninsured Losses. The issuer of REITs generally maintain
comprehensive insurance on presently owned and subsequently acquired real
property assets, including liability, fire and extended coverage.
However, there are certain types of losses, generally of a catastrophic
nature, such as earthquakes and floods, that may be uninsurable or not
economically insurable, as to which the REITs properties are at risk in
their particular locales. The management of REIT issuers use their
discretion in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to requiring appropriate insurance on
their investments at a reasonable cost and on suitable terms. This may
result in insurance coverage that in the event of a substantial loss would
not be sufficient to pay the full current market value or current
replacement cost of the lost investment. Inflation, changes in building
codes and ordinances, environmental considerations, and other factors also
might make it infeasible to use insurance proceeds to replace a facility
after it has been damaged or destroyed. Under such circumstances, the
insurance proceeds received by REITs might not be adequate to restore its
economic position with respect to such property.

Environmental Liability. Under various federal, state, and local
environmental laws, ordinances and regulations, a current or previous
owner or operator of real property may be liable for the costs of removal
or remediation of hazardous or toxic substances on, under or in such
property. Such laws often impose liability whether or not the owner or
operator caused or knew of the presence of such hazardous or toxic
substances and whether or not the storage of such substances was in
violation of a tenant's lease. In addition, the presence of hazardous or
toxic substances, or the failure to remediate such property properly, may
adversely affect the owner's ability to borrow using such real property as
collateral. No assurance can be given that one or more of the REITs in
the Trust may not be presently liable or potentially liable for any such
costs in connection with real estate assets they presently own or
subsequently acquire while such REITs are held in the Trust.

Americans with Disabilities Act. Under the Americans with
Disabilities Act of 1990 (the "ADA"), all public accommodations are
required to meet certain federal requirements related to physical access
and use by disabled persons. In the event that any of the REITs in the
Trust invest in or hold mortgages in real estate properties subject to
ADA, a determination that any such properties are not in compliance with
the ADA could result in imposition of fines or an award of damages to
private litigants. If any of the REITs in the Trust were required to make
modifications to comply with the ADA, the REITs ability to make expected
distributions to the Trust, could be adversely affected; thus, adversely
affecting the ability of the Trust to make distributions to
Certificateholders.

Property Taxes. Real estate generally is subject to real property
taxes. The real property taxes on the properties underlying the REITs in
the Trust may increase or decrease as property tax rates change and as the
properties are assessed or reassessed by taxing authorities.

Fixed Portfolio. The value of the Units will fluctuate depending on
all the factors that have an impact on the economy and the equity markets.
These factors similarly impact on the ability of an issuer to distribute
dividends. The Trust is not a "managed registered investment company" and
Securities will not be sold by the Trustee as a result of ordinary market
fluctuations. Unlike a managed investment company in which there may be
frequent changes in the portfolio of securities based upon economic,
financial and market analyses, securities of a unit investment trust, such
as the Trust, are not subject to such frequent changes based upon
continuous analysis. However, the Sponsor may direct the disposition by
the Trustee of Securities upon the occurrence of certain events. (See
"Trust Administration-Portfolio Supervision" below.) Investors should
consult with their own financial advisers prior to investing in the Trust
to determine its suitability. All the Securities in the Trust are
liquidated during a 60 day period at the termination of the 3 year life of
the Trust. Since the Trust will not sell Securities in response to
ordinary market fluctuation, but only at the Trust's termination, the
amount realized upon the sale of the Securities may not be the highest
price attained by an individual Security during the life of the Trust.

Common Stock. Since the Trust contains common stocks of domestic
issuers, an investment in Units of the Trust should be made with an
understanding of the risks inherent in any investment in common stocks
including the risk that the financial condition of the issuers of the
Securities may become impaired or that the general condition of the stock
market may worsen (both of which may contribute directly to a decrease in
the value of the Securities and thus in the value of the Units).
Additional risks include risks associated with the right to receive
payments from the issuer which is generally inferior to the rights of
creditors of, or holders of debt obligations or preferred stock issued by,
the issuer. Holders of common stocks have a right to receive dividends
only when, if, and in the amounts declared by the issuer's board of
directors and to participate in amounts available for distribution by the
issuer only after all other claims on the issuer have been paid or
provided for. By contrast, holders of preferred stocks usually have the
right to receive dividends at a fixed rate when and as declared by the
issuer's board of directors, normally on a cumulative basis. Dividends on
cumulative preferred stock must be paid before any dividends are paid on
common stock and any cumulative preferred stock dividend which has been
omitted is added to future dividends payable to the holders of such
cumulative preferred stock. Preferred stocks are also usually entitled to
rights on liquidation which are senior to those of common stocks. For
these reasons, preferred stocks generally entail less risk than common
stocks.

Moreover, common stocks do not represent an obligation of the issuer
and therefore do not offer any assurance of income or provide the degree
of protection of debt securities. The issuance of debt securities or even
preferred stock by an issuer 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 economic interest of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, unlike debt
securities which typically have a stated principal amount payable at
maturity (which value will be subject to market fluctuations prior
thereto), common stocks have neither fixed principal amount nor a maturity
and have values which are subject to market fluctuations for as long as
the common stocks remain outstanding. Common stocks are especially
susceptible to general stock market movements and to volatile increases
and decreases in value as market confidence in and perceptions of the
issuers change. These perceptions are based on unpredictable factors
including expectations regarding government, economic, monetary and fiscal
policies, inflation and interest rates, economic expansion or contraction,
and global or regional political, economic or banking crises. The value
of the common stocks in the Trust thus may be expected to fluctuate over
the life of the Trust to values higher or lower than those prevailing on
the initial Date of Deposit. (See "Special Risk Considerations --
General" for a discussion of the types of risks that affect holders of
common stock of issuers of REITs.)

The Trust may purchase Securities that are not registered ("Restricted
Securities") under the Securities Act of 1933 (the "Securities Act"), but
can be offered and sold to "qualified institutional buyers" as that term
is defined in the Securities Act. See "Liquidity" below for the risks
inherent in the purchase of Restricted Securities.

The value of the Units will fluctuate depending on all the factors
that have an impact on the economy and the equity markets. These factors
similarly impact on the ability of an issuer to distribute dividends. The
Trust is not a "managed registered investment company" and Securities will
not be sold by the Trustee as a result of ordinary market fluctuations.
Unlike a managed investment company in which there may be frequent changes
in the portfolio of securities based upon economic, financial and market
analyses, securities of a unit investment trust, such as the Trust, are
not subject to such frequent changes based upon continuous analysis.
However, the Sponsor may direct the disposition by the Trustee of
Securities upon the occurrence of certain events. (See "Trust
Administration--Portfolio Supervision" below.)

Liquidity. Although all of the Securities in the Trust are listed on
the New York Stock Exchange, the American Stock Exchange or the National
Association of Securities Dealer's Automated Quotations National Market
System, real estate investments, the primary holdings of each Security in
the Trust, are relatively illiquid. Therefore, the ability of the issuers
of the Securities in the Trust to vary their portfolios in response to
changes in economic and other conditions will be limited and, hence, may
adversely affect the value of the Units. There can be no assurance that
the issuers of the Securities will be able to dispose of investments when
they find disposition advantageous or necessary or that the sale price of
any disposition will recoup or exceed the amount of their investment.

Some of the Securities in the Trust may represent shares issued by
REITs that were initially offered to the public within the last 12 months,
meaning that prior to the initial offering, there had been no public
market for the REIT shares. The initial public offering price for such
REIT shares may not be indicative of the market price for the shares after
the initial offering, and there can be no assurance that an active public
market for such shares will develop or continue after the offering;
therefore, these Securities involve risks in addition to the general risks
of investing in securities that invest primarily in real estate related
assets. The existence of a liquid trading market for Securities in the
Portfolio, may depend on whether dealers will make a market in these
Securities. There can be no assurance that a market will be made for any
of the Securities, that any market for the Securities will be maintained
or of the liquidity of the Securities in any markets made. In addition,
the Trust may be restricted under the Investment Company Act of 1940 from
selling Securities to the Sponsor. The price at which the Securities may
be sold to meet redemptions and the value of the Units will be adversely
affected if trading markets for the Securities are limited or absent.

The Trust may purchase securities that are not registered ("Restricted
Securities") under the Securities Act, but can be offered and sold to
"qualified institutional buyers" under Rule 144A under the Securities Act.
Since it is not possible to predict with assurance exactly how this market
for Restricted Securities sold and offered under Rule 144A will develop,
the Sponsor will carefully monitor the Trust's investments in these
securities, focusing on such factors, among others, as valuation,
liquidity and availability of information. This investment could have the
effect of increasing the level of illiquidity in the Trust to the extent
that qualified institutional buyers become for a time uninterested in
purchasing these Restricted Securities.

There is no assurance that any dividends will be declared or paid in
the future on the Securities. Investors should be aware that there is no
assurance that the Trust's objectives will be achieved.

Portfolio

The Trust consists of the Securities (or contracts to purchase such
Securities together with an irrevocable letter or letters of credit for
the purchase of such contracts) described in "Description of Portfolio" in
Part A, and Additional Securities deposited upon the creation of
additional Units as set forth above and Substitute Securities acquired by
the Trust as long as such Securities may continue to be held from time to
time in the Trust together with uninvested cash realized from the
disposition of Securities. Because certain of the Securities from time to
time may be sold under certain circumstances, as described herein, no
assurance can be given that the Trust will retain for any length of time
its present size and composition. The Trustee has not participated and
will not participate in the selection of Securities for the Trust, and
neither the Sponsor nor the Trustee will be liable in any way for any
default, failure or defect in any Securities.

Some of the Securities are publicly traded either on a stock exchange
or in the over-the-counter market. The contracts to purchase Securities
deposited initially in the Trust are expected to settle in five business
days, in the ordinary manner for such Securities. Settlement of the
contracts for Securities is thus expected to take place prior to the
settlement of purchase of Units on the initial Date of Deposit.

Substitution of Securities

Neither the Sponsor nor the Trustee shall be liable in any way for any
default, failure or defect in any of the Securities. In the event of a
failure to deliver any Security that has been purchased for the Trust
under a contract ("Failed Securities"), the Sponsors are authorized under
the Trust Agreement to direct the Trustee to acquire other securities
("Substitute Securities") to make up the original corpus of the Trust. In
addition, the Sponsor, at its option, is authorized under the Trust
Agreement to direct the Trustee to reinvest in Substitute Securities the
proceeds of the sale of any of the Securities only if such sale was due to
unusual circumstances as set forth under "Trust Administration Portfolio
Supervision."

The Substitute Securities must be purchased within 20 days after the
sale of the portfolio Security or delivery of the notice of the failed
contract. Where the Sponsor purchases Substitute Securities in order to
replace Failed Securities, (i) the purchase price may not exceed the
purchase price of the Failed Securities and (ii) the Substitute Securities
must be substantially similar to the Securities originally contracted for
and not delivered. Where the Sponsor purchases Substitute Securities in
order to replace Securities it sold, the Sponsor will endeavor to select
Securities which are equity securities that possess characteristics that
are consistent with the objectives of the Trust as set forth above. Such
selection may include or be limited to Securities previously included in
the portfolio of the Trust.

Whenever a Substitute Security has been acquired for the Trust, the
Trustee shall, within five days thereafter, notify all Certificateholders
of the Trust of the acquisition of the Substitute Security and the Trustee
shall, on the next Monthly Payment Date which is more than 30 days
thereafter, make a pro rata distribution of the amount, if any, by which
the cost to the Trust of the Failed Security exceeded the cost of the
Substitute Security plus accrued interest, if any.

In the event no reinvestment is made, the proceeds of the sale of
Securities will be distributed to Certificateholders as set forth under
"Rights of Certificateholders--Distributions." In addition, if the right
of substitution shall not be utilized to acquire Substitute Securities in
the event of a failed contract, the Sponsor will cause to be refunded the
sales charge attributable to such Failed Securities to all
Certificateholders of the Trust, and distribute the principal and accrued
interest attributable to such Failed Securities on the next Monthly
Payment Date.

Because certain of the Securities from time to time may be substituted
(see "Trust Administration--Portfolio Supervision") or may be sold under
certain circumstances, no assurance can be given that the Trust will
retain its present size and composition for any length of time. The
proceeds from the sale of a Security or the exercise of any redemption or
call provision will be distributed to Certificateholders except to the
extent such proceeds are applied to meet redemptions of Units. (See
"Liquidity--Trustee Redemption").

PUBLIC OFFERING

Offering Price

The aggregate value of the Securities is determined in good faith by
the Trustee on each "Business Day" as defined in the Indenture in the
following manner: if the Securities are listed on a national securities
exchange or on the NASDAQ National Market System, this evaluation is
generally based on the closing sale prices on that exchange as of the
Evaluation Time (unless the Trustee deems these prices inappropriate as a
basis for valuation) or, if there is no closing sale price at that time on
that exchange, at the mean between the closing bid and asked prices. If
the Securities are not so listed or, if so listed and the principal market
therefor is other than on the exchange, the evaluation generally shall be
based on the current bid price on the over-the-counter market (unless the
Trustee deems these prices inappropriate as a basis for evaluation). If
current bid or closing prices are unavailable, the evaluation is generally
determined (a) on the basis of current bid prices for comparable
securities, (b) by appraising the value of the Securities on the bid side
of the market or by such other appraisal deemed appropriate by the Trustee
or (c) by any combination of the above, each as of the Evaluation Time.

Volume and Other Discounts

Units of the Trust are available at a volume discount from the Public
Offering Price during the initial public offering. This volume discount
will result in a reduction of the sales charge applicable to such
purchases. The amount of the volume discount and the approximate reduced
sales charge applicable to such purchases are as follows:

Number of Units Approximate Reduced Sales Charge
--------------- --------------------------------

10,000 but less than 25,000 3.77%
25,000 but less than 50,000 3.65%
50,000 but less than 75,000 3.40%
75,000 but less than 100,000 3.15%
100,000 or more 2.90%

These discounts will apply to all purchases of Units by the same
purchaser during the initial public offering period. Units purchased by
the same purchasers in separate transactions during the initial public
offering period will be aggregated for purposes of determining if such
purchaser is entitled to a discount provided that such purchaser must own
at least the required number of Units at the time such determination is
made. Units held in the name of the spouse of the purchaser or in the
name of a child of the purchaser under 21 years of age are deemed for the
purposes hereof to be registered in the name of the purchaser. The
discount is also applicable to a trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account.

Employees (and their immediate families) of Bear, Stearns & Co. Inc.
and of any underwriter of the Trust may, pursuant to employee benefit
arrangements, purchase Units of the Trust at a price equal to the then
market value of the underlying securities in the Trust during the initial
offering period, divided by the number of Units outstanding plus a reduced
charge of $10.00 per Unit. Such arrangements result in less selling
effort and selling expenses than sales to employee groups of other
companies. Resales or transfers of Units purchased under the employee
benefit arrangements may only be made through the Sponsor's secondary
market, so long as it is being maintained.

Distribution of Units

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus.
Units will be distributed by the Sponsor, the Underwriters and dealers at
the Public Offering Price. (See "Underwriting Syndicate" in Part A.) The
initial offering period is thirty days after each deposit of Securities in
the Trust and, unless all Units are sold prior thereto, the Sponsor may
extend the initial offering period up to four additional successive thirty
day periods. Certain banks and thrifts will make Units of the Trust
available to their customers on an agency basis. A portion of the sales
charge paid by their customers is retained by or remitted to the banks.
Under the Glass-Steagall Act, banks are prohibited from underwriting
Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have indicated that these
particular agency transactions are permitted under such Act. In addition,
state securities laws on this issue may differ from the interpretations of
federal law expressed herein and banks and financial institutions may be
required to register as dealers pursuant to state law.

The Sponsor intends to qualify the Units for sale in substantially all
States through the Underwriters and through dealers who are members of the
National Association of Securities Dealers, Inc. Units may be sold to
dealers at prices which represent a concession of up to 2% per Unit,
subject to the Sponsor's right to change the dealers' concession from time
to time. In addition, for transactions of $1 million or more, the Sponsor
intends to negotiate the applicable sales charge and such charge will be
disclosed to any such purchaser. Such Units may then be distributed to
the public by the dealers at the Public Offering Price then in effect.
The Sponsor reserves the right to reject, in whole or in part, any order
for the purchase of Units. In addition, any dealer, underwriter or firm
who purchases Units on the initial Date of Deposit will be paid an
additional concession of $1.00 per 100 Units purchased that day. The
Sponsor reserves the right to reject, in whole or in part, any order for
the purchase of Units. The Sponsor reserves the right to change the
discounts from time to time.

Frequent Buyer Program

Any dealer, underwriter, or firm whose total combined purchases of the
Trust and other unit investment trusts sponsored by Bear, Stearns & Co.
Inc. ("MST/EST Units") from Bear, Stearns & Co. Inc. in a single calendar
month fall in any of the levels listed below, will be paid an additional
concession.

Aggregate Monthly Additional
Amounts of MST/EST Concession
Units Sold at (per $1,000.00)
Public Offering Price Sold

$1,000,000 but less than $2,000,000 . . . . $0.50
$2,000,000 but less than $4,500,000 . . . . $1.00
$4,500,000 but less than $7,000,000 . . . . $1.50
$7,000,000 or more . . . . . . . . . . . . $2.00

Sponsor's and Underwriters' Profits

The Sponsor and the Underwriters will receive a gross underwriting
commission equal to 3.9% of the Public Offering Price per 100 Units
(equivalent to 4.058% of the net amount invested in the Securities).
Additionally, the Sponsor may realize a profit on the deposit of the
Securities in the Trust representing the difference between the cost of
the Securities to the Sponsor and the cost of the Securities to the Trust
(See "Portfolio"). The Sponsor or any Underwriter may realize profits or
sustain losses with respect to Securities deposited in the Trust which
were acquired from underwriting syndicates of which they were a member.

The Sponsor may have participated as an underwriter or manager, co-
manager or member of underwriting syndicates from which some of the
aggregate principal amount of the Securities were acquired for the Trust
in the amounts set forth in "The Trust" in Part A. All or a portion of
the Securities deposited in the Trust may have been acquired through the
Sponsor.

During the initial offering period and thereafter to the extent
additional Units continue to be offered by means of this Prospectus, the
underwriting syndicate may also realize profits or sustain losses as a
result of fluctuations after the initial Date of Deposit in the aggregate
value of the Securities and hence in the Public Offering Price received by
the Sponsor and the Underwriters for the Units. Cash, if any, made
available to the Sponsor prior to settlement date for the purchase of
Units may be used in the Sponsor's business subject to the limitations of
17 CFR 240.15c3-3 under the Securities Exchange Act of 1934 and may be of
benefit to the Sponsor.

Upon termination of the Trust, the Trustee may utilize the services of
the Sponsor for the sale of all or a portion of the Securities in the
Trust. The Sponsor will receive brokerage commissions from the Trust in
connection with such sales in accordance with applicable law.

In maintaining a market for the Units (see "Sponsor Repurchase") the
Sponsor will realize profits or sustain losses in the amount of any
difference between the price at which it buys Units and the price at which
it resells such Units.

RIGHTS OF CERTIFICATEHOLDERS

Certificates

Ownership of Units of the Trust is evidenced by registered
Certificates executed by the Trustee and the Sponsor. Certificates may be
issued in denominations of one hundred or more Units. Certificates are
transferable by presentation and surrender to the Trustee properly
endorsed and/or accompanied by a written instrument or instruments of
transfer. Although no such charge is presently made or contemplated, the
Trustee may require a Certificateholder to pay $2.00 for each Certificate
reissued or transferred and any governmental charge that may be imposed in
connection with each such transfer or interchange. Mutilated, destroyed,
stolen or lost Certificates will be replaced upon delivery of satisfactory
indemnity and payment of expenses incurred.

Distributions

Dividends and interest received by the Trust are credited by the
Trustee to an Income Account for the Trust. Other receipts, including the
proceeds of Securities disposed of, are credited to a Principal Account
for the Trust.

Distributions to each Certificateholder from the Income Account are
computed as of the close of business on each Record Date for the following
Payment Date and consist of an amount substantially equal to such
Certificateholder's pro rata share of the income credited to the Income
Account, less estimated expenses. Distributions from the Principal
Account of the Trust (other than amounts representing failed contracts, as
previously discussed) will be computed as of each Record Date, and will be
made to the Certificateholders of the Trust on or shortly after the next
Monthly Payment Date. Proceeds representing principal received from the
disposition of any of the Securities between a Record Date and a Payment
Date which are not used for redemptions of Units will be held in the
Principal Account and not distributed until the second succeeding Monthly
Payment Date. No distributions will be made to Certificateholders
electing to participate in the Total Reinvestment Plan. Persons who
purchase Units between a Record Date and a Payment Date will receive their
first distribution on the second Monthly Payment Date after such purchase.

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

The monthly dividend distribution per 100 Units cannot be estimated
and will change and may be reduced as Securities are redeemed, exchanged
or sold, or as expenses of the Trust fluctuate. No distribution need be
made from the Principal Account until the balance therein is an amount
sufficient to distribute $1.00 per 100 Units.

Records

The Trustee shall furnish Certificateholders in connection with each
distribution a statement of the amount of dividends and interest, if any,
and the amount of other receipts, if any, which are being distributed,
expressed in each case as a dollar amount per 100 Units. Within a
reasonable time after the end of each calendar year the Trustee will
furnish to each person who at any time during the calendar year was a
Certificateholder of record, a statement showing (a) as to the Income
Account: dividends, interest and other cash amounts received, amounts paid
for purchases of Substitute Securities and redemptions of Units, if any,
deductions for applicable taxes and fees and expenses of the Trust, and
the balance remaining after such distributions and deductions, expressed
both as a total dollar amount and as a dollar amount representing the pro
rata share of each 100 Units outstanding on the last business day of such
calendar year; (b) as to the Principal Account: the dates of disposition
of any Securities and the net proceeds received therefrom, deductions for
payments of applicable taxes and fees and expenses of the Trust, amounts
paid for purchases of Substitute Securities and redemptions of Units, if
any, and the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount
representing the pro rata share of each 100 Units outstanding on the last
business day of such calendar year; (c) a list of the Securities held, a
list of Securities purchased, sold or otherwise disposed of during the
calendar year and the number of Units outstanding on the last business day
of such calendar year; (d) the Redemption Price per 100 Units based upon
the last computation thereof made during such calendar year; and (e)
amounts actually distributed to Certificateholders during such calendar
year from the Income and Principal Accounts, separately stated, of the
Trust, expressed both as total dollar amounts and as dollar amounts
representing the pro rata share of each 100 Units outstanding on the last
business day of such calendar year.

The Trustee shall keep available for inspection by Certificateholders
at all reasonable times during usual business hours, books of record and
account of its transactions as Trustee, including records of the names and
addresses of Certificateholders, Certificates issued or held, a current
list of Securities in the portfolio and a copy of the Trust Agreement.

TAX STATUS

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

The Trust intends to qualify for and elect the special tax treatment
applicable to "regulated investment companies" under Sections 851-855 of
the Code. If the Trust qualifies as a "regulated investment company" and
distributes to Certificateholders 90% or more of its investment company
taxable income (without regard to its net capital gain, i.e., the excess
of its net long-term capital gain over its net short-term capital loss),
it will not be subject to Federal income tax on the portion of its
investment company taxable income (including any net capital gain) it
distributes to Certificateholders in a timely manner. In addition, to the
extent the Trust distributes to Certificateholders in a timely manner at
least 98% of its taxable income (including any net capital gain) it will
not be subject to the 4% excise tax on certain undistributed income of
"regulated investment companies". The Indenture requires the distribution
of the Trust's investment company taxable income (including any net
capital gain) in a timely manner. As a result, it is anticipated that the
Trust will not be subject to Federal income tax or the excise tax.
Although all or a portion of the Trust's taxable income (including any net
capital gain) for a calendar year may be distributed shortly after the end
of the calendar year, such a distribution will be treated for Federal
income tax purposes as having been received by Certificateholders during
the calendar year.

Distributions to Certificateholders of the Trust's taxable income
(other than its net capital gain) for a year will be taxable as ordinary
income to Certificateholders. To the extent that distributions to a
Certificateholder in any year are not taxable as ordinary income, they
will be treated as a return of capital and will reduce the
Certificateholder's basis in his Units and, to the extent that they exceed
his basis, will be treated as a gain from the sale of his Units as
discussed below. It is anticipated that substantially all of the
distributions of the Trust's taxable income (other than net capital gain
distributions) will be taxable as ordinary income to Certificateholders.

Distributions of the Trust's net capital gain (designated as capital
gain dividends by the Trust) will be taxable to Certificateholders as
long-term capital gain, regardless of the length of time the Units have
been held by a Certificateholder. A Certificateholder may recognize a
taxable gain or loss if the Certificateholder sells or redeems his Units.
Any gain or loss arising from (or treated as arising from) the sale or
redemption of Units will be a capital gain or loss, except in the case of
a dealer or a financial institution. Although capital gains are generally
taxed at the same rate as ordinary income, the excess of net long-term
capital gains over net short-term capital losses may be taxed at a lower
rate than ordinary income for certain noncorporate taxpayers. A capital
gain or loss is long-term if the asset is held for more than one year and
short-term if held for one year or less. To the extent that a capital
gain dividend with respect to Units is afforded long-term capital gain
treatment, a Certificateholder who realized a capital loss upon the sale
of such Unit that was owned for six months or less must treat the loss as
long-term. The deduction of capital losses is subject to limitations. If
the Securities appreciate in value, purchasers of Units after the
occurrence of such appreciation will acquire their Units subject to a
contingent liability for the income tax inherent in the appreciated
Securities.

A distribution of cash, Securities or units in a subsequent series of
the Trust to a Certificateholder upon liquidation will be a taxable event
to such Certificateholder, and that Certificateholder will recognize
taxable gain (equal to the difference between such Certificateholder's tax
basis in his Units and the fair market value of Securities received),
which will be capital gain or loss except in the case of a dealer in
securities or a financial institution. To the extent that a
Certificateholder realizes a loss on the liquidation of his Unit in
exchange for a pro-rata distribution of the Trust's Securities, the
recognition of such loss may be prevented by the wash sales rules of
Section 1091. Certificateholders are urged to consult their own tax
advisers upon electing this liquidation alternative. Certificateholders
receiving Securities or Units in a subsequent series of the Trust as a
liquidating distribution should be aware that the Trust may not distribute
any cash proceeds with the distribution of such Securities or Units,
notwithstanding that there may be a tax liability resulting from such
distribution. Certificateholders should consult their own tax advisers
in this regard.

As a result of the Trust's exclusive investment in REITs, the
dividends-received deduction that might otherwise be available to
shareholders of a regulated investment company that distributed ordinary
income dividends, is not available to Certificateholders.

The Federal tax status of each year's distributions will be reported
to Certificateholders and to the Internal Revenue Service. The foregoing
discussion relates only to the Federal income tax status of the Trust and
to the tax treatment of distributions by the Trust to U.S.
Certificateholders. Certificateholders who are not United States citizens
or residents should be aware that distributions from the Trust will
generally be subject to a withholding tax of 30%, or a lower treaty rate.
Additionally, to the extent that the disposition of a Unit represents a
disposition in U.S. real property, a non-United States citizen or resident
shall be subject to a tax imposed under the Foreign Interest in Real
Property Tax Act of 1980. Certificateholders who are not United States
citizens or residents should consult their own tax advisers to determine
whether an investment in the Trust is appropriate. Distributions may also
be subject to state and local taxation and Certificateholders should
consult their own tax advisers in this regard.

Entities that generally qualify for an exemption from Federal income
tax, such as many pension trusts, are nevertheless taxed under Section 511
of the Code on "unrelated business taxable income." Unrelated business
taxable income is income from a trade or business regularly carried on by
the tax-exempt entity that is unrelated to the entity's exempt purpose.
Unrelated business taxable income generally does not include dividend or
interest income or gain from the sale of investment property, unless such
income is derived from property that is debt-financed or is dealer
property. A tax-exempt entity's dividend income from the Trust and gain
from the sale of Units in the Trust or the Trust's sale of Securities is
not expected to constitute unrelated business taxable income to such tax-
exempt entity unless the acquisition of the Unit itself is debt-financed
or constitutes dealer property in the hands of the tax-exempt entity.

Before investing in the Trust, the trustee or investment manager of an
employee benefit plan (e.g., a pension or profit sharing retirement plan)
should consider among other things (a) whether the investment is prudent
under the Employee Retirement Income Security Act of 1974 ("ERISA"),
taking into account the needs of the plan and all of the facts and
circumstances of the investment in the Trust; (b) whether the investment
satisfies the diversification requirement of Section 404(a)(1)(C) of
ERISA; and (c) whether the assets of the Trust are deemed "plan assets"
under ERISA and the Department of Labor regulations regarding the
definition of "plan assets."

Prospective tax-exempt investors are urged to consult their own tax
advisers prior to investing in the Trust.

LIQUIDITY

Sponsor Repurchase

The Sponsor, although not obligated to do so, intends to maintain a
secondary market for the Units and continuously to offer to repurchase the
Units. The Sponsor's secondary market repurchase price will be based on
the aggregate value of the Securities in the Trust portfolio and will be
the same as the redemption price. The aggregate value of the Securities
will be determined by the Trustee on a daily basis and computed on the
basis set forth under "Trustee Redemption". The Sponsor does not
guarantee the enforceability, marketability or price of any Securities in
the Portfolio or of the Units. Certificateholders who wish to dispose of
their Units should inquire of the Sponsor as to current market prices
prior to making a tender for redemption. The Sponsor may discontinue
repurchase of Units if the supply of Units exceeds demand, or for other
business reasons. The date of repurchase is deemed to be the date on which
Certificates representing Units are physically received in proper form by
Bear, Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167.
Units received after 4 P.M., New York Time, will be deemed to have been
repurchased on the next business day. In the event a market is not
maintained for the Units, a Certificateholder may be able to dispose of
Units only by tendering them to the Trustee for redemption.

Units purchased by the Sponsor in the secondary market may be
reoffered for sale by the Sponsor at a price based on the aggregate value
of the Securities in the Trust plus a 3.9% sales charge 4.038% of the net
amount invested) plus a pro rata portion of amounts, if any, in the Income
Account. Any Units that are purchased by the Sponsor in the secondary
market also may be redeemed by the Sponsor if it determines such
redemption to be in its best interest.

The Sponsor may, under certain circumstances, as a service to
Certificateholders, elect to purchase any Units tendered to the Trustee
for redemption (see "Trustee Redemption"). Factors which the Sponsor will
consider in making a determination will include the number of Units of all
Trusts which it has in inventory, its estimate of the salability and the
time required to sell such Units and general market conditions. For
example, if in order to meet redemptions of Units the Trustee must dispose
of Securities, and if such disposition cannot be made by the redemption
date (seven calendar days after tender), the Sponsor may elect to purchase
such Units. Such purchase shall be made by payment to the
Certificateholder not later than the close of business on the redemption
date of an amount equal to the Redemption Price on the date of tender.

Trustee Redemption

Units may also be tendered to the Trustee for redemption at its
corporate trust office at 770 Broadway, New York, New York 10003, upon
proper delivery of Certificates representing such Units and payment of any
relevant tax. At the present time there are no specific taxes related to
the redemption of Units. No redemption fee will be charged by the Sponsor
or the Trustee. Units redeemed by the Trustee will be cancelled.

Certificates representing Units to be redeemed must be delivered to
the Trustee and must be properly endorsed or accompanied by proper
instruments of transfer with signature guaranteed (or by providing
satisfactory indemnity, as in the case of lost, stolen or mutilated
Certificates). Thus, redemptions of Units cannot be effected until
Certificates representing such Units have been delivered by the person
seeking redemption. (See "Certificates".) Certificateholders must sign
exactly as their names appear on the faces of their Certificates. 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.

Within seven calendar days following a tender for redemption, or, if
such seventh day is not a business day, on the first business day prior
thereto, the Certificateholder will be entitled to receive an amount for
each Unit tendered equal to the Redemption Price per Unit computed as of
the Evaluation Time set forth under "Summary of Essential Information" in
Part A on the date of tender. The "date of tender" is deemed to be the
date on which Units are received by the Trustee, except that with respect
to Units received after the close of trading on the New York Stock
Exchange (4:00 p.m. Eastern Time), the date of tender is the next day on
which such Exchange is open for trading, and such Units will be deemed to
have been tendered to the Trustee on such day for redemption at the
Redemption Price computed on that day.

A Certificateholder will receive his redemption proceeds in cash and
amounts paid on redemption shall be withdrawn from the Income Account, or,
if the balance therein is insufficient, from the Principal Account. All
other amounts paid on redemption shall be withdrawn from the Principal
Account. The Trustee is empowered to sell Securities in order to make
funds available for redemptions. Such sales, if required, could result in
a sale of Securities by the Trustee at a loss. To the extent Securities
are sold, the size and diversity of the Trust will be reduced. The
Securities to be sold will be selected by the Trustee in order to
maintain, to the extent practicable, the proportionate relationship among
the number of shares of each stock. Provision is made in the Indenture
under which the Sponsors may, but need not, specify minimum amounts in
which blocks of Securities are to be sold in order to obtain the best
price for the Fund. While these minimum amounts may vary from time to
time in accordance with market conditions, the Sponsor believes that the
minimum amounts which would be specified would be approximately 100 shares
for readily marketable Securities.

The Redemption Price per Unit is the pro rata share of the Unit in the
Trust determined by the Trustee on the basis of (i) the cash on hand in
the Trust or moneys in the process of being collected, (ii) the value of
the Securities in the Trust as determined by the Trustee, less (a) amounts
representing taxes or other governmental charges payable out of the Trust,
(b) the accrued expenses of the Trust and (c) cash allocated for the
distribution to Certificateholders of record as of the business day prior
to the evaluation being made. The Trustee may determine the value of the
Securities in the Trust in the following manner: if the Securities are
listed on a national securities exchange or the NASDAQ national market
system, this evaluation is generally based on the closing sale prices on
that exchange or that system (unless the Trustee deems these prices
inappropriate as a basis for valuation) or, if there is no closing sale
price on that exchange or system, at the mean between the closing bid and
asked prices. If the Securities are not so listed or, if so listed and
the principal market therefor is other than on the exchange, the
evaluation shall generally be based on the current bid price on the over-
the-counter market (unless the Trustee deems these prices inappropriate as
a basis for evaluation). If current bid prices are unavailable, the
evaluation is generally determined (a) on the basis of current bid prices
for comparable securities, (b) by appraising the value of the Securities
on the bid side of the market or (c) by any combination of the above.

The Trustee is irrevocably authorized in its discretion, if the
Sponsor does not elect to purchase a Unit tendered for redemption or if
the Sponsor tenders a Unit for redemption, in lieu of redeeming such Unit,
to sell such Unit in the over-the-counter market for the account of the
tendering Certificateholder at prices which will return to the
Certificateholder an amount in cash, net after deducting brokerage
commissions, transfer taxes and other charges, equal to or in excess of
the Redemption Price for such Unit. The Trustee will pay the net proceeds
of any such sale to the Certificateholder on the day he would otherwise be
entitled to receive payment of the Redemption Price.

The Trustee reserves the right to suspend the right of redemption and
to postpone the date of payment of the Redemption Price per Unit for any
period during which the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or trading on that Exchange is
restricted or during which (as determined by the Securities and Exchange
Commission) an 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. The Trustee and the Sponsor are not liable to any person or in
any way for any loss or damage which may result from any such suspension
or postponement.

A Certificateholder who wishes to dispose of his Units should inquire
of his bank or broker in order to determine if there is a current
secondary market price in excess of the Redemption Price.

TOTAL REINVESTMENT PLAN

Distributions of dividend income and capital gain, if any, from the
Trust are made to Certificateholders monthly. The Certificateholder has
the option, however, of either receiving his dividend check, together with
any other payments, from the Trustee or participating in a reinvestment
program offered by the Sponsor in shares of
________________________________ (the "Fund"). Participation in the
reinvestment option is conditioned on the Fund's lawful qualification for
sale in the state in which the Certificateholder is a resident.

Upon enrollment in the reinvestment option, the Trustee will direct
dividend and/or other distributions, if any, to the Fund. The Fund seeks
to maximize current income and to maintain liquidity and a stable net
asset value by investing in short term _______________________ which have
effective maturities of 397 days or less. For more complete information
concerning the Fund, including charges and expenses, the Certificateholder
should fill out and mail the card attached to the inside back cover of the
Prospectus. The prospectus for the Fund will be sent to
Certificateholders. The Certificateholder should read the prospectus for
the Fund carefully before deciding to participate.

TRUST ADMINISTRATION

Portfolio Supervision

The Trust is a unit investment trust and is not a managed fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of
economic, financial and market analyses. The Portfolio of the Trust,
however, will not be managed and therefore the adverse financial condition
of an issuer will not necessarily require the sale of its Securities from
the Portfolio. However, the Sponsor may direct the disposition of
Securities upon the occurrence of certain events including:

1. default in payment of amounts due on any of the Securities;
2. institution of certain legal proceedings;
3. default under certain documents materially and adversely
affecting future declaration or payment of amounts due or
expected;
4. the determination of the Sponsor that such sale is desirable
to maintain the qualification of the Trust as a "regulated
investment company" under the Internal Revenue Code;
5. if the disposition of these Securities is necessary in order
to enable the Trust to make distributions of the Trust's
capital gain net income; or
6. decline in price as a direct result of serious adverse credit
factors affecting the issuer of a Security which, in the
opinion of the Sponsor, would make the retention of the
Security detrimental to the Trust or the Certificateholders.

If a default in the payment of amounts due on any Security occurs and
if the Sponsor fails to give immediate instructions to sell or hold that
Security, the Trust Agreement provides that the Trustee, within 30 days of
that failure by the Sponsor, may sell the Security.

The Sponsor, at its option, is authorized under the Trust Agreement to
direct the Trustee to reinvest in Substitute Securities the proceeds of
sale of any of the Securities sold pursuant to provisions 1, 2, 3 and 6
above or in order to replace Failed Securities. (See "Substitute
Securities" above.)

The Trust Agreement provides that it is the responsibility of the
Sponsor to instruct the Trustee to reject any offer made by an issuer of
any of the Securities to issue new securities in exchange and substitution
for any Security pursuant to a recapitalization or reorganization, except
that the Sponsor may instruct the Trustee to accept such an offer or to
take any other action with respect thereto as the Sponsor may deem proper
if the issuer failed to declare or pay, or the Sponsor anticipates such
issuer will fail to declare or pay, anticipated dividends with respect
thereto.

The Trust Agreement also authorizes the Sponsor to increase the size
and number of Units of the Trust by the deposit of Additional Securities,
contracts to purchase Additional Securities or cash or a letter of credit
with instructions to purchase Additional Securities in exchange for the
corresponding number of additional Units from time to time subsequent to
the initial Date of Deposit, provided that the original proportionate
relationship among the number of shares of each Security established on
the Initial Date of Deposit is maintained to the extent practicable.

With respect to deposits of Additional Securities (or cash or a letter
of credit with instructions to purchase Additional Securities), in
connection with creating additional Units of the Trust, the Sponsor may
specify the minimum numbers in which Additional Securities will be
deposited or purchased. If a deposit is not sufficient to acquire minimum
amounts of each Security, Additional Securities may be acquired in the
order of the Security most under-represented immediately before the
deposit when compared to the original proportionate relationship. If
Securities of an issue originally deposited are unavailable at the time of
the subsequent deposit, the Sponsor may (1) deposit cash or a letter of
credit with instructions to purchase the Security when it becomes
available, or (2) deposit (or instruct the Trustee to purchase) either
Securities of one or more other issues originally deposited or a
Substitute Security.

Trust Agreement and Amendment

The Trust Agreement may be amended by the Trustee and the Sponsor
without the consent of any of the Certificateholders: (1) to cure any
ambiguity or to correct or supplement any provision which may be defective
or inconsistent; (2) to change any provision thereof as may be required by
the Securities and Exchange Commission or any successor governmental
agency; or (3) to make such other provisions in regard to matters arising
thereunder as shall not adversely affect the interests of the
Certificateholders.

The Trust Agreement may also be amended in any respect, or performance
of any of the provisions thereof may be waived, with the consent of the
holders of Certificates evidencing 66 2/3% of the Units then outstanding
for the purpose of modifying the rights of Certificateholders; provided
that no such amendment or waiver shall reduce any Certificateholder's
interest in the Trust without his consent or reduce the percentage of
Units required to consent to any such amendment or waiver without the
consent of the holders of all Certificates. The Trust Agreement may not be
amended, without the consent of the holders of all Certificates in the
Trust then outstanding, to increase the number of Units issuable or to
permit the acquisition of any Securities in addition to or in substitution
for those initially deposited in such Trust, except in accordance with the
provisions of the Trust Agreement. The Trustee shall promptly notify
Certificateholders, in writing, of the substance of any such amendment.

Trust Termination

The Trust Agreement provides that the Trust shall terminate upon the
maturity, redemption or other disposition, as the case may be, of the last
of the Securities held in such Trust but in no event is it to continue
beyond the Mandatory Termination Date. If the value of the Trust shall be
less than the minimum amount set forth under "Summary of Essential
Information" in Part A, the Trustee may, in its discretion, and shall,
when so directed by the Sponsor, terminate the Trust. The Trust may also
be terminated at any time with the consent of the holders of Certificates
representing 100% of the Units then outstanding. The Trustee may utilize
the services of the Sponsor for the sale of all or a portion of the
Securities in the Trust. The Sponsor will receive brokerage commissions
from the Trust in connection with such sales in accordance with applicable
law. In the event of termination, written notice thereof will be sent by
the Trustee to all Certificateholders. Such notice will provide
Certificateholders with three options by which to receive their pro rata
share of the net asset value of the Trust.

1. A Certificateholder who owns units in aggregate value of at
least $25,000 and who so elects by notifying the Trustee prior to the
commencement of the Liquidation Period by returning a properly
completed election request (to be supplied to Certificateholders at
least 20 days prior to such date) (see Part A--"Summary of Essential
Information" for the date of the commencement of the Liquidation
Period) and whose interest in the Trust entitles him to receive at
least one share of each underlying Security will have his Units
redeemed on commencement of the Liquidation Period by distribution of
the Certificateholder's pro rata share of the net asset value of the
Trust on such date distributed in kind to the extent represented by
whole shares of underlying Securities and the balance in cash within 7
calendar days next following the commencement of the Liquidation
Period. Certificateholders subsequently selling such distributed
Securities will incur brokerage costs when disposing of such
Securities. An election of this option will not prevent the
Certificateholder from recognizing taxable gain as a result of the
liquidation, even though no cash will be distributed to pay any taxes.
Certificateholders should consult their own tax adviser in this
regard.

A Certificateholder may also elect prior to the Mandatory Termination
Date by so specifying in a properly completed election request, the
following two options with regard to the termination distribution of such
Certificateholder's interest in the Trust as set forth below:

2. to receive in cash such Certificateholder's pro rata share of
the net asset value of the Trust derived from the sale by the Sponsor
as the agent of the Trustee of the underlying Securities over a period
not to exceed 60 business days immediately following the commencement
of the Liquidation Period. The Certificateholder's Redemption Price
per Unit on the settlement date of the last trade of a Security in the
Trust will be distributed to such Certificateholder within 7 days of
the settlement of the trade of the last Security to be sold; and/or

3. upon the receipt by the Trust of an appropriate exemptive
order from the Securities and Exchange Commission, to invest such
Certificateholder's pro rata share of the net asset value of the Trust
derived from the sale by the Sponsor as agent of the Trustee of the
underlying Securities over a period not to exceed 60 business days
immediately following the commencement of the Liquidation Period, in
units of a subsequent series of the Real Estate Investment Trust (the
"New Series"). The Units of a New Series will be purchased by the
Certificateholder within 7 days of the settlement of the trade for the
last Security to be sold. Such purchaser will be entitled to a
reduced sales load of 2.5% of the Public Offering Price upon the
purchase of units of the New Series. It is expected that the terms of
the New Series will be substantially the same as the terms of the
Trust described in this Prospectus, and that similar options with
respect to the termination of such New Series will be available. The
availability of this option does not constitute a solicitation of an
offer to purchase Units of a New Series or any other security. A
Certificateholder's election to participate in this option will be
treated as an indication of interest only. At any time prior to the
purchase by the Certificateholder of units of a New Series such
Certificateholder may change his investment strategy and receive, in
cash, the proceeds of the sale of the Securities. An election of this
option will not prevent the Certificateholder from recognizing taxable
gain or loss as a result of the liquidation, even though no cash will
be distributed to pay any taxes. Certificateholders should consult
their own tax advisers in this regard.

The Sponsor has agreed to effect the sales of underlying securities
for the Trustee in the case of the second and third options over a period
not to exceed 60 business days immediately following the commencement of
the Liquidation Period free of brokerage commissions. The Sponsor, on
behalf of the Trustee, will sell, unless prevented by unusual and
unforeseen circumstances, such as, among other reasons, a suspension in
trading of a Security, the close of a stock exchange, outbreak of
hostilities and collapse of the economy, on each business day during the
60 business day period at least a number of shares of each Security which
then remains in the portfolio (based on the number of shares of each issue
in the portfolio) multiplied by a fraction the numerator of which is one
and the denominator of which is the number of days remaining in the 60
business day sales period. The Redemption Price Per Unit upon the
settlement of the last sale of Securities during the 60 business day
period will be distributed to Certificateholders in redemption of such
Certificateholders' interest in the Trust.

Depending on the amount of proceeds to be invested in Units of the New
Series and the amount of other orders for Units in the New Series, the
Sponsor may purchase a large amount of securities for the New Series in a
short period of time. The Sponsor's buying of securities may tend to
raise the market prices of these securities. The actual market impact of
the Sponsor's purchases, however, is currently unpredictable because the
actual amount of securities to be purchased and the supply and price of
those securities is unknown. A similar problem may occur in connection
with the sale of Securities during the 60 business day period immediately
following the commencement of the Liquidation Period; depending on the
number of sales required, the prices of and demand for Securities, such
sales may tend to depress the market prices and thus reduce the proceeds
of such sales. The Sponsor believes that the sale of underlying
Securities over a 60 business day period as described above is in the best
interest of a Certificateholder and may mitigate the negative market price
consequences stemming from the trading of large amounts of Securities.
The Securities may be sold in fewer than 60 days if, in the Sponsor's
judgment, such sales are in the best interest of Certificateholders. The
Sponsor, in implementing such sales of securities on behalf of the
Trustee, will seek to maximize the sales proceeds and will act in the best
interests of the Certificateholders. There can be no assurance, however,
that any adverse price consequences of heavy trading will be mitigated.

Certificateholders who do not make any election will be deemed to have
elected to receive the Redemption Price per Unit in cash (option number
2).

The Sponsor may for any reason, in their sole discretion, decide not
to sponsor any subsequent series of the Trust, without penalty or
incurring liability to any Certificateholder. If the Sponsor so decides,
the Sponsor will notify the Trustee of that decision, and the Trustee will
notify the Certificateholders before the Termination Date. All
Certificateholders will then elect either option 1 or option 2.

By electing to reinvest in the New Series, the Certificateholder
indicates his interest in having his terminating distribution from the
Trust invested only in the New Series created next following termination
of the Trust; the Sponsor expects, however, that a similar reinvestment
program will be offered with respect to all subsequent series of the
Trust, thus giving Certificateholders a yearly opportunity to elect to
"rollover" their terminating distributions into a New Series. The
availability of the reinvestment privilege does not constitute a
solicitation of offers to purchase units of a New Series or any other
security. A Certificateholder's election to participate in the
reinvestment program will be treated as an indication of interest only.
The Sponsor intends to coordinate the date of deposit of a future series
so that the terminating trust will terminate contemporaneously with the
creating of a New Series.

The Sponsor reserves the right to modify, suspend or terminate the
reinvestment privilege at any time.

The Sponsor

The Sponsor, Bear, Stearns & Co. Inc., a Delaware corporation, is
engaged in the underwriting, investment banking and brokerage business and
is a member of the National Association of Securities Dealers, Inc. and
all principal securities and commodities exchanges, including the New York
Stock Exchange, the American Stock Exchange, the Midwest Stock Exchange
and the Pacific Stock Exchange. Bear Stearns maintains its principal
business offices at 245 Park Avenue, New York, New York 10167 and, since
its reorganization from a partnership to a corporation in October, 1985
has been a wholly-owned subsidiary of The Bear Stearns Companies Inc. Bear
Stearns, through its predecessor entities, has been engaged in the
investment banking and brokerage business since 1923. Bear Stearns is the
sponsor for numerous series of unit investment trusts, including, Equity
Securities Trust, Series 1 (and Subsequent Series), A Corporate Trust,
Series 1 (and Subsequent Series), New York Municipal Trust, Series 1 (and
Subsequent Series), New York Discount and Zero Coupon Fund, 1st Series
(and Subsequent Series), Municipal Securities Trust, Series 1 (and
Subsequent Series), 1st Discount Series (and Subsequent Series), Multi-
State Series 1 (and Subsequent Series), High Income Series 1 (and
Subsequent Series), Short-Intermediate Term Series 1 (and Subsequent
Series), Mortgage Securities Trust, Series 1 (and Subsequent Series) and
Insured Municipal Securities Trust, Series 1 (and Subsequent Series) and
5th Discount Series (and Subsequent Series).

The information included herein is only for the purpose of informing
investors as to the financial responsibility of the Sponsor and its
ability to carry out its contractual obligations.

The Sponsor will be under no liability to Certificateholders for
taking any action, or refraining from taking any action, in good faith
pursuant to the Trust Agreement, or for errors in judgment except in cases
of its own willful misfeasance, bad faith, gross negligence of reckless
disregard of its obligations and duties.

The Sponsor may resign at any time by delivering to the Trustee an
instrument of resignation executed by the Sponsors.

If at any time the Sponsor shall resign or fail to perform any of its
duties under the Trust Agreement or becomes incapable of acting or becomes
bankrupt or its affairs are taken over by public authorities, then the
Trustee may either (a) appoint a successor Sponsor; (b) terminate the
Trust Agreement and liquidate the Trust; or (c) continue to act as Trustee
without terminating the Trust Agreement. Any successor Sponsor appointed
by the Trustee shall be satisfactory to the Trustee and, at the time of
appointment, shall have a net worth of at least $1,000,000.

The Trustee

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

The Trustee shall not be liable or responsible in any way for taking
any action, or for refraining from taking any action, in good faith
pursuant to the Trust Agreement, or for errors in judgment; or for any
disposition of any moneys, Securities or Certificates in accordance with
the Trust Agreement, except in cases of its own willful misfeasance, bad
faith, gross negligence or reckless disregard of its obligations and
duties; provided, however, that the Trustee shall not in any event be
liable or responsible for any evaluation made by any independent
evaluation service employed by it. In addition, the Trustee shall not be
liable for any taxes or other governmental charges imposed upon or in
respect of the Securities or the Trust which it may be required to pay
under current or future law of the United States or any other taxing
authority having jurisdiction. The Trustee shall not be liable for
depreciation or loss incurred by reason of the sale by the Trustee of any
of the Securities pursuant to the Trust Agreement.

For further information relating to the responsibilities of the
Trustee under the Trust Agreement, reference is made to the material set
forth under "Rights of Certificateholders".

The 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 Certificateholders. In such an event the Sponsor is
obligated to appoint a successor Trustee as soon as possible. In
addition, 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 Trust
Agreement. Notice of such removal and appointment shall be mailed to each
Certificateholder by the Sponsor. If upon resignation of the Trustee no
successor has been appointed and has accepted the appointment within
thirty 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 the Trustee becomes effective only when the
successor Trustee accepts its appointment as such or when a court of
competent jurisdiction appoints a successor Trustee. Upon execution of a
written acceptance of such appointment by such successor Trustee, all the
rights, powers, duties and obligations of the original Trustee shall vest
in the successor.

Any corporation into which the Trustee may be merged or with which it
may be consolidated, or any corporation resulting from any merger or
consolidation to which the Trustee shall be a party, shall be the
successor Trustee. The Trustee must always be a banking corporation
organized under the laws of the United States or any State and have at all
times an aggregate capital, surplus and undivided profits of not less than
$2,500,000.

Evaluation of the Trust

The value of the Securities in the Trust portfolio is determined in
good faith by the Trustee on the basis set forth under "Public
Offering-Price." The Sponsor and the Certificateholders may rely on any
evaluation furnished by the Trustee and shall have no responsibility for
the accuracy thereof. Determinations by the Trustee under the Trust
Agreement shall be made in good faith upon the basis of the best
information available to it, provided, however, that the Trustee shall be
under no liability to the Sponsor or Certificateholders for errors in
judgment, except in cases of its own willful misfeasance, bad faith, gross
negligence or reckless disregard of its obligations and duties. The
Trustee, the Sponsor and the Certificateholders may rely on any evaluation
furnished to the Trustee by an independent evaluation service and shall
have no responsibility for the accuracy thereof.

TRUST EXPENSES AND CHARGES

At no cost to the Trust, the Sponsor has borne all the expenses of
creating and establishing the Trust, including the cost of initial
preparation and execution of the Trust Agreement, registration of the
Trust and the Units under the Investment Company Act of 1940 and the
Securities Act of 1933, the initial preparation and printing of the
Certificates, the fees of the Evaluator during the initial public
offering, legal expenses, advertising and selling expenses, expenses of
the Trustee, initial fees and other out-of- pocket expenses.

The Sponsor will not charge the Trust a fee for its services as such.
(See "Sponsor's and Underwriters' Profits".)

The Sponsor will receive for portfolio supervisory services to the
Trust an Annual Fee in the amount set forth under "Summary of Essential
Information" in Part A. The Sponsor's fee may exceed the actual cost of
providing portfolio supervisory services for these Trusts, but at no time
will the total amount received for portfolio supervisory services rendered
to all series of the Equity Securities Trust in any calendar year exceed
the aggregate cost to the Sponsor of supplying such services in such year.
(See "Portfolio Supervision").

The Trustee will receive for its ordinary recurring services to the
Trust an annual fee in the amount set forth under "Summary of Essential
Information" in Part A. For a discussion of the services performed by the
Trustee pursuant to its obligations under the Trust Agreement, see "Trust
Administration" and "Rights of Certificateholders".

The Trustee's fees applicable to a Trust are payable monthly as of the
Record Date from the Income Account of the Trust to the extent funds are
available and then from the Principal Account. Such fees may be increased
without approval of the Certificateholders by amounts not exceeding
proportionate increases in consumer prices for services as measured by the
United States Department of Labor's Consumer Price Index entitled "All
Services Less Rent".

The following additional charges are or may be incurred by the Trust:
all expenses (including counsel fees) of the Trustee incurred and advances
made in connection with its activities under the Trust Agreement,
including the expenses and costs of any action undertaken by the Trustee
to protect the Trust and the rights and interests of the
Certificateholders; fees of the Trustee for any extraordinary services
performed under the Trust Agreement; indemnification of the Trustee for
any loss or liability accruing to it without gross 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 losses, liabilities and expenses incurred in acting as
sponsor of the Trust without gross negligence, bad faith or willful
misconduct on its part; and all taxes and other governmental charges
imposed upon the Securities or any part of the Trust (no such taxes or
charges are being levied, made or, to the knowledge of the Sponsor,
contemplated). The above expenses, including the Trustee's fees, when paid
by or owing to the Trustee are secured by a first lien on the Trust to
which such expenses are charged. In addition, the Trustee is empowered to
sell the Securities in order to make funds available to pay all expenses.

The accounts of the Trust shall be audited not less than annually by
independent public accountants selected by the Sponsor. The expenses of
the audit shall be an expense of the Trust. So long as the Sponsor
maintains a secondary market, the Sponsor will bear any audit expense
which exceeds 50 Cents per Unit. Certificateholders covered by the audit
during the year may receive a copy of the audited financials upon request.

EXCHANGE PRIVILEGE AND CONVERSION OFFER

Upon receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, Certificateholders will be able to
elect to exchange any or all of their Units of this Trust for Units of one
or more of any available series of Equity Securities Trust, Mortgage
Securities Trust, Insured Municipal Securities Trust, Municipal Securities
Trust, New York Municipal Trust, Mortgage Securities Trust or A Corporate
Trust (the "Exchange Trusts") at a reduced sales charge as set forth
below. Under the Exchange Privilege, the Sponsor's repurchase price
during the initial offering period of the Units being surrendered will be
based on the market value of the Securities in the Trust portfolio or on
the aggregate offer price of the securities in the other Trust Portfolios;
and, after the initial offering period has been completed, will be based
on the aggregate bid price of the securities in the particular Trust
portfolio. Units in an Exchange Trust then will be sold to the
Certificateholder at a price based on the aggregate offer price of the
Securities in the Exchange Trust portfolio during the initial public
offering period of the Exchange Trust; or based on the aggregate bid price
of the securities in the Exchange Trust Portfolio if its initial offering
has been completed plus accrued interest and a reduced sales charge as set
forth below.

Except for unitholders who wish to exercise the Exchange Privilege
within the first five months of their purchase of Units of the Trust, the
sales charge applicable to the purchase of units of an Exchange Trust
shall be approximately 1.5% of the price of each Exchange Trust unit (or
1,000 Units for the Mortgage Securities Trust or 100 Units for the Equity
Securities Trust). For unitholders who wish to exercise the Exchange
Privilege within the first five months of their purchase of Units of the
Trust, the sales charge applicable to the purchase of units of an Exchange
Trust shall be the greater of (i) approximately 1.5% of the price of each
Exchange Trust unit (or 1,000 Units for the Mortgage Securities Trust or
100 Units for the Equity Securities Trust), or (ii) an amount which when
coupled with the sales charge paid by the unitholder upon his original
purchase of Units of the Trust at least equals the sales charge applicable
in the direct purchase of units of an Exchange Trust. The Exchange
Privilege is subject to the following conditions:

1. The Sponsor must be maintaining a secondary market in both
the Units of the Trust held by the Certificateholder and the Units of
the available Exchange Trust. While the Sponsor has indicated its
intention to maintain a market in the Units of all Trusts sponsored by
it, the Sponsor is under no obligation to continue to maintain a
secondary market and therefore there is no assurance that the Exchange
Privilege will be available to a Certificateholder at any specific
time in the future. At the time of the Certificateholder's election
to participate in the Exchange Privilege, there also must be Units of
the Exchange Trust available for sale, either under the initial
primary distribution or in the Sponsor's secondary market.

2. Exchanges will be effected in whole units only. Any excess
proceeds from the Units surrendered for exchange will be remitted and
the selling Certificateholder will not be permitted to advance any new
funds in order to complete an exchange. Units of the Mortgage
Securities Trust may only be acquired in blocks of 1,000 Units. Units
of the Equity Securities Trust may only be acquired in blocks of 100
Units.

3. The Sponsor reserves the right to suspend, modify or
terminate the Exchange Privilege. The Sponsor will provide
unitholders of the Trust with 60 days prior written notice of any
termination or material amendment to the Exchange Privilege, provided
that, no notice need be given if (i) the only material effect of an
amendment is to reduce or eliminate the sales charge payable at the
time of the exchange, to add one or more series of the Trust eligible
for the Exchange Privilege, (ii) there is a suspension of the
redemption of units of an Exchange Trust under Section 22(e) of the
Investment Company Act of 1940, or (iii) an Exchange Trust temporarily
delays or ceases the sale of its units because it is unable to invest
amounts effectively in accordance with its investment objectives,
policies and restrictions. During the 60 day notice period prior to
the termination or material amendment of the Exchange Privilege
described above, the Sponsor will continue to maintain a secondary
market in the units of all Exchange Trusts that could be acquired by
the affected unitholders. Unitholders may, during this 60 day period,
exercise the Exchange Privilege in accordance with its terms then in
effect. In the event the Exchange Privilege is not available to a
Certificateholder at the time he wishes to exercise it, the
Certificateholder will immediately be notified and no action will be
taken with respect to his Units without further instructions from the
Certificateholder.

To exercise the Exchange Privilege, a Certificateholder should notify
the Sponsor of his desire to exercise his Exchange Privilege. If Units of
a designated, outstanding series of an Exchange Trust are at the time
available for sale and such Units may lawfully be sold in the state in
which the Certificateholder is a resident, the Certificateholder will be
provided with a current prospectus or prospectuses relating to each
Exchange Trust in which he indicates an interest. He may then select the
Trust or Trusts into which he desires to invest the proceeds from his sale
of Units. The exchange transaction will operate in a manner essentially
identical to a secondary market transaction except that units may be
purchased at a reduced sales charge.

Example: Assume that after the initial public offering has been
completed, a Certificateholder has five units of a Trust with a current
value of $700 per unit which he has held for more than 5 months and the
Certificateholder wishes to exchange the proceeds for units of a secondary
market Exchange Trust with a current price of $725 per unit. The proceeds
from the Certificateholder's original units will aggregate $3,500. Since
only whole units of an Exchange Trust may be purchased under the Exchange
Privilege, the Certificateholder would be able to acquire four units (or
4,000 Units of the Mortgage Securities Trust or 400 Units of the Equity
Securities Trust) for a total cost of $2,960 ($2,900 for units and $60 for
the sales charge). The remaining $540 would be remitted to the
Certificateholder in cash. If the Certificateholder acquired the same
number of units at the same time in a regular secondary market
transaction, the price would have been $3,068.80 ($2,900 for units and
$168.80 for the sales charge, assuming a 5 1/2% sales charge times the
public offering price).

The Conversion Offer

Upon receipt by the Trust of an appropriate exemptive order from the
Securities and Exchange Commission, Unit owners of any registered unit
investment trust for which there is no active secondary market in the
units of such trust (a "Redemption Trust") will be able to elect to redeem
such units and apply the proceeds of the redemption to the purchase of
available Units of one or more series of Mortgage Securities Trust, A
Corporate Trust, Municipal Securities Trust, Insured Municipal Securities
Trust, Mortgage Securities Trust, New York Municipal Trust or Equity
Securities Trust (the "Conversion Trusts") at the Public Offering Price
for units of the Conversion Trust based on a reduced sales charge as set
forth below. Under the Conversion Offer, units of the Redemption Trust
must be tendered to the trustee of such trust for redemption at the
redemption price, which is based upon the market value of the underlying
securities in the Trust portfolio or the aggregate bid side evaluation of
the underlying bonds in other Trust portfolios and is generally about
1 1/2% to 2% lower than the offering price for such bonds. The purchase
price of the units will be based on the aggregate offer price of the under-
lying bonds in the Conversion Trust portfolio during its initial offering
period; or, at a price based on the aggregate bid price of the underlying
bonds if the initial public offering of the Conversion Trust has been
completed, plus accrued interest and a sales charge as set forth below.

Except for unitholders who wish to exercise the Conversion Offer
within the first five months of their purchase of units of a Redemption
Trust, the sales charge applicable to the purchase of Units of the
Conversion Trust shall be approximately 1.5% of the price of each Unit (or
per 1,000 Units for the Mortgage Securities Trust or 100 Units for the
Equity Securities Trust). For unitholders who wish to exercise the
Conversion Offer within the first five months of their purchase of units
of a Redemption Trust, the sales charge applicable to the purchase of
Units of a Conversion Trust shall be the greater of (i) approximately 1.5%
of the price of each Unit (or per 1,000 Units for the Mortgage Securities
Trust or 100 Units for the Equity Securities Trust) or (ii) an amount
which when coupled with the sales charge paid by the unitholder upon his
original purchase of units of the Redemption Trust at least equals the
sales charge applicable in the direct purchase of Units of a Conversion
Trust. The Conversion Offer is subject to the following limitations:

1. The Conversion Offer is limited only to unit owners of any
Redemption Trust, defined as a unit investment trust for which there
is no active secondary market at the time the Certificateholder elects
to participate in the Conversion Offer. At the time of the unit
owner's election to participate in the Conversion Offer, there also
must be available units of a Conversion Trust, either under a primary
distribution or in the Sponsor's secondary market.

2. Exchanges under the Conversion Offer will be effected in
whole units only. Unit owners will not be permitted to advance any
new funds in order to complete an exchange under the Conversion Offer.
Any excess proceeds from units being redeemed will be returned to the
unit owner. Units of the Mortgage Securities Trust may only be
acquired in blocks of 1,000 units. Units of the Equity Securities
Trust may only be acquired in blocks of 100 Units.

3. The Sponsor reserves the right to modify, suspend or
terminate the Conversion Offer at any time without notice to unit
owners of Redemption Trusts. In the event the Conversion Offer is not
available to a unit owner at the time he wishes to exercise it, the
unit owner will be notified immediately and no action will be taken
with respect to his units without further instruction from the unit
owner. The Sponsor also reserves the right to raise the sales charge
based on actual increases in the Sponsor's costs and expenses in
connection with administering the program, up to a maximum sales
charge of 2% per unit (or per 1,000 units for the Mortgage Securities
Trust or 100 Units for the Equity Securities Trust).

To exercise the Conversion Offer, a unit owner of a Redemption Trust
should notify his retail broker of his desire to redeem his Redemption
Trust Units and use the proceeds from the redemption to purchase Units of
one or more of the Conversion Trusts. If Units of a designated,
outstanding series of a Conversion Trust are at that time available for
sale and if such Units may lawfully be sold in the state in which the unit
owner is a resident, the unit owner will be provided with a current
prospectus or prospectuses relating to each Conversion Trust in which he
indicates an interest. He then may select the Trust or Trusts into which
he decides to invest the proceeds from the sale of his Units. The
transaction will be handled entirely through the unit owner's retail
broker. The retail broker must tender the units to the trustee of the
Redemption Trust for redemption and then apply the proceeds to the
redemption toward the purchase of units of a Conversion Trust at a price
based on the aggregate offer or bid side evaluation per Unit of the
Conversion Trust, depending on which price is applicable, plus accrued
interest and the applicable sales charge. The certificates must be
surrendered to the broker at the time the redemption order is placed and
the broker must specify to the Sponsor that the purchase of Conversion
Trust Units is being made pursuant to the Conversion Offer. The unit
owner's broker will be entitled to retain $5 of the applicable sales
charge.

Example: Assume a unit owner has five units of a Redemption Trust which
has held for more than 5 months with a current redemption price of $675
per unit based on the aggregate bid price of the underlying bonds and the
unit owner wishes to participate in the Conversion Offer and exchange the
proceeds for units of a secondary market Conversion Trust with a current
price of $750 per Unit. The proceeds for the unit owner's redemption of
units will aggregate $3,375. Since only whole units of a Redemption Trust
may be purchased under the Conversion Offer, the unit owner will be able
to acquire four units of the Conversion Trust (or 4,000 units of the
Mortgage Securities Trust or 400 Units of the Equity Securities Trust) for
a total cost of $2,860 ($2,800 for units and $60 for the sales charge).
The remaining $515 would be remitted to the unit owner in cash. If the
unit owner acquired the same number of Conversion Trust units at the same
time in a regular secondary market transaction, the price would have been
$2,962.96 ($2,800 for units and $162.96 sales charge, assuming a 5 1/2%
sales charge times the public offering price).

Tax Consequences of the Exchange Privilege and the Conversion Offer

A surrender of units pursuant to the Exchange Privilege or the
Conversion Offer will constitute a "taxable event" to the
Certificateholder under the Internal Revenue Code. The Certificateholder
will realize a tax gain or loss that will be of a long- or short-term
capital or ordinary income nature depending on the length of time the
units have been held and other factors. (See "Tax Status.") A
Certificateholder's tax basis in the Units acquired pursuant to the
Exchange Privilege or Conversion Offer will be equal to the purchase price
of such Units. Investors should consult their own tax advisers as to the
tax consequences to them of exchanging or redeeming units and
participating in the Exchange Privilege or Conversion Offer.

OTHER MATTERS

Legal Opinions

The legality of the Units offered hereby and certain matters relating
to federal tax law have been passed upon by Messrs. Battle Fowler, 280
Park Avenue, New York, New York 10017 as counsel for the Sponsor. Messrs.
Carter, Ledyard & Milburn, Two Wall Street, New York, New York 10005 have
acted as counsel for the Trustee.

Independent Auditors

The Statement of Condition and Portfolio are included herein in
reliance upon the report of KPMG Peat Marwick, independent auditors, and
upon the authority of said firm as experts in accounting and auditing.

<PAGE>

No person is authorized to that the Trust or any of its
give any information or to Units have been guaranteed,
make any representations not sponsored, recommended or
contained in Parts A and B of approved by the United States
this Prospectus; and any or any state or any agency or
information or representation officer thereof.
not contained herein must not
be relied upon as having been ______________
authorized by the Trust, the
Trustee, the Evaluator, or the This Prospectus does not
Sponsor. The Trust is constitute an offer to sell,
registered as a unit or a solicitation of an offer
investment trust under the to buy, securities in any
Investment Company Act of state to any person to whom it
1940. Such registration does is not lawful to make such
not imply offer in such state.

Parts A and B of this
Table of Contents Prospectus do not contain all
Title Page of the information set forth
in the registration statement
PART A and exhibits relating thereto,
Summary of Essential filed with the Securities and
Information . . . . . . . . A-2 Exchange Commission,
Independent Auditors'Report A-7 Washington, D.C., under the
Statement of Condition . . . A-7 Securities Act of 1933, and
Portfolio . . . . . . . . . . A-8 the Investment Company Act of
Underwriting Syndicate . . . A-9 1940, and to which reference
is made.
PART B

The Trust . . . . . . . 1
Public Offering . . . . 7
Rights of Certificateholders 10
Tax Status . . . . . . 11 Insert Logo
Liquidity . . . . . . . 13
Total Reinvestment Plan 15
Trust Administration . 15
Trust Expenses and Charges 20 EQUITY SECURITIES TRUST
Exchange Privilege and SERIES 5
Conversion Offer . . 21
Other Matters . . . . . 24 (Unit Investment Trust)

Prospectus

Dated: , 1994 Sponsor:

Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
212-272-2500

Trustee:

United States Trust Company
of New York
770 Broadway
New York, N.Y. 10003

<PAGE>

I am the owner of _____ units of Equity Securities Trust, Series __.

I would like to learn more about ___________________________________
including charges and expenses. I understand that my request for more
information about this fund in no way obligates me to participate in the
reinvestment option, and that this request form is not an offer to sell.
Please send me more information, including a copy of the current
prospectus of __________________.
Date____________________, 199___

________________________________ ___________________________
Registered Holder (Print) Registered Holder (Print)

________________________________ ____________________________
Registered Holder Signature Registered Holder Signature
(Two signatures if joint tenancy)

My Brokerage Firm's Name
_________________________________________________________________

Street Address
___________________________________________________________________

City, State and Zip Code
__________________________________________________________________

Broker's Name____________________________________________________

Broker's No.______________________________________________________

MAIL TO

____________________
____________________
____________________

<PAGE>

PART II--ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM A--BONDING ARRANGEMENTS

The employees of Bear, Stearns & Co. Inc. are covered under
Brokers' Blanket Policy, Standard Form 14, in the amount of $11,000,000
(plus $196,000,000 excess coverage under Brokers' Blanket Policies,
Standard Form 14 and Form B Consolidated).

ITEM B--CONTENTS OF REGISTRATION STATEMENT

This Registration Statement on Form S-6 comprises the following
papers and documents:
The facing sheet on Form S-6.
The Cross-Reference Sheet.
The Prospectus consisting of pages.
Undertakings.
Signatures.

Written consents of the following persons:
Battle Fowler (included in Exhibit 9.9.3.1)
KPMG Peat Marwick

The following exhibits:

*99.1.1 -- Reference Trust Agreement including certain Amendments to
the Trust Indenture and Agreement referred to under Exhibit
1.1.1 below.

* To be filed by amendment.

<PAGE>

99.1.1.1 -- Form of Trust Indenture and Agreement (filed as
Exhibit 1.1.1 to Amendment No. 2 to Form S-6 Registration
No. 33-45561 of Equity Securities Trust, Series 1,
Signature Series, Gabelli Communications Income Trust on
June 3, 1992 and incorporated herein by reference).

99.1.3.4 -- Certificate of Incorporation of Bear, Stearns & Co. Inc.,
as amended (filed as Exhibit 99.1.3.4 to Form S-6
Registration Statement Nos. 33-50891 and 33-50901 of
Insured Municipal Securities Trust, New York Navigator
Insured Series 15 and New Jersey Navigator Insured Series
11; and Municipal Securities Trust, Multi-State Series 44,
respectively, on December 9, 1993 and incorporated herein
by reference).

99.1.3.5 -- By-Laws of Bear, Stearns & Co. Inc., as amended (filed as
Exhibit 99.1.3.5 to Form S-6 Registration Statement Nos.
33-50891 and 33-50901 of Insured Municipal Securities
Trust, New York Navigator Insured Series 15 and New Jersey
Navigator Insured Series 11; and Municipal Securities
Trust, Multi-State Series 44, respectively, on December 9,
1993 and incorporated herein by reference).

99.1.4 -- Form of Agreement Among Underwriters (filed as Exhibit 1.4
to Amendment No. 1 to Form S-6 Registration Statement
No. 33-28384 of Insured Municipal Securities Trust, 47th
Discount Series and Series 20 on June 16, 1989 and
incorporated herein by reference).

99.2.1 -- Form of Certificate (filed as Exhibit 2.1 to Amendment No.
1 to Form S-6 Registration Statement No. 33-62898 of Equity
Securities Trust, Series 3, Signature Series, Gabelli
Communications Income Trust on June 17, 1993 and
incorporated herein by reference).

*99.3.1 -- Opinion of Battle Fowler as to the legality of the
securities being registered, including their consent to the
filing thereof and to the use of their name under the
headings "Tax Status" and "Legal Opinions" in the
Prospectus, and to the filing of their opinion regarding
tax status of the Trust.

* To be filed by amendment.

<PAGE>

99.6.0 -- Power of Attorney of Bear, Stearns & Co. Inc., the
Depositor, by its officers and a majority of its Directors
(filed as Exhibit 6.0 to Post-Effective Amendment No. 8 to
Form S-6 Registration Statements Nos. 2-92113, 2-92660, 2-
93073, 2-93884 and 2-94545 of Municipal Securities Trust,
Multi-State Series 4, 5, 6, 7 and 8 on October 30, 1992 and
incorporated herein by reference).

<PAGE>
UNDERTAKING TO FILE REPORTS

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Equity Securities Trust, Series 5, has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized, in the City of New York and State of New York on
the 3rd day of May, 1994.

EQUITY SECURITIES TRUST, SERIES 5
(Registrant)
BEAR, STEARNS & CO. INC.
(Depositor)

By: PETER J. DEMARCO
Authorized Signator

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, who
constitute the principal officers and a majority of the directors of Bear,
Stearns & Co. Inc. the Depositor, in the capacities and on the dates
indicated.

<TABLE>
<S> <C> <C>
Name Title Date

ALAN C. GREENBERG Chairman of the Board, Chief )
Executive Officer, Director and )
Senior Managing Director )
JAMES E. CAYNE President, Director and Senior )
Managing Director ) May 3, 1994
ALVIN H. EINBENDER Chief Operating Officer, Executive )
Vice President, Director and )
Senior Managing Director )
JOHN C. SITES, JR. Executive Vice President, Director )
and Senior Managing Director )By:PETER J. DEMARCO
MICHAEL L. TARNOPOL Executive Vice President, Director ) Attorney-in-Fact*
and Senior Managing Director )
VINCENT J. MATTONE Executive Vice President, Director )
and Senior Managing Director )
ALAN D. SCHWARTZ Executive Vice President, Director )
and Senior Managing Director )
DOUGLAS P.C. NATION Director and Senior Managing Director)
WILLIAM J. MONTGORIS Chief Financial Officer, Senior )
Vice President-Finance and Senior )
Managing Director )
KENNETH L. EDLOW Secretary and Senior Managing )
Director )
MICHAEL MINIKES Treasurer and Senior Managing )
Director )
MICHAEL J. ABATEMARCO Controller, Assistant Secretary )
and Senior Managing Director )
MARK E. LEHMAN Senior Vice President - General )
Counsel and Senior Managing Director)
FREDERICK B. CASEY Assistant Treasurer and Senior )
Managing Director )
</TABLE>
_______________

* An executed power of attorney was filed as Exhibit 6.0 to Post-
Effective Amendment No. 8 to Registration Statements Nos. 2-92113,
2-92660, 2-93073, 2-93884 and 2-94545 on October

<PAGE>
CONSENT OF INDEPENDENT AUDITORS

The Sponsor, Trustee, and Certificateholders
Equity Securities Trust, Series 5

We hereby consent to the use of our report dated May __, 1994 included
herein and to the reference to our Firm under the heading "Independent
Auditors" in the Prospectus.

KPMG PEAT MARWICK

New York, New York
May __, 1994
<PAGE>