EQUITY INCOME FUND SEL TEN PORT SPRING 1995 INTL SER DAF, 487, 1995-05-09

EQUITY INCOME FUND SEL TEN PORT SPRING 1995 INTL SER DAF
487, 1995-05-09

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 1995
REGISTRATION NO. 33-55809

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 1
TO
FORM S-6
------------------------------------------
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
------------------------------------------
A. EXACT NAME OF TRUST:
EQUITY INCOME FUND
SELECT TEN PORTFOLIO--SPRING 1995 INTERNATIONAL SERIES
(UNITED KINGDOM AND HONG KONG PORTFOLIOS)
DEFINED ASSET FUNDS
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

SMITH BARNEY INC. MERRILL LYNCH, PIERCE, DEAN WITTER REYNOLDS INC.
388 GREENWICH STREET FENNER & TWO WORLD TRADE
23RD FLOOR SMITH INCORPORATED CENTER--59TH FLOOR
NEW YORK, N.Y. 10013 DEFINED ASSET FUNDS NEW YORK, N.Y. 10048
P.O. BOX 9051
PRINCETON, N.J.
08543-9051

PRUDENTIAL SECURITIES PAINEWEBBER INCORPORATED
INCORPORATED 1285 AVENUE OF THE
ONE SEAPORT PLAZA AMERICAS
199 WATER STREET NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10292

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

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

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.
F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite
G. AMOUNT OF FILING FEE:
$500 (as required by Rule 24f-2)

/ x / Check box if it is proposed that this filing will become effective upon
filing on May 9, 1995 pursuant to Rule 487.

EQUITY INCOME FUND The objective of these Defined Portfolios is total
SELECT TEN PORTFOLIO return through a combination of capital
SPRING 1995 INTERNATIONAL appreciation and current dividend income.
SERIES The common stocks in the United Kingdom Portfolio
UNITED KINGDOM AND were selected by following a strategy that invests
HONG KONG PORTFOLIOS for a period of about one year in the ten common
(UNIT INVESTMENT TRUSTS) stocks in the Financial Times Industrial Ordinary
- ------------------------------Share Index (the FT Index) having the highest
/ / DESIGNED FOR TOTAL RETURN dividend yields one business day prior to the date
/ / DEFINED PORTFOLIOS OF 10 of this Prospectus.
HIGHEST DIVIDEND The common stocks in the Hong Kong Portfolio were
YIELDING INDEX STOCKS selected by following a strategy that invests for
/ / SEMI-ANNUAL DIVIDEND a period of about one year in the ten common
INCOME stocks in the Hang Seng Index having the highest
dividend yields two business days prior to the
date of this Prospectus.
The Portfolios may be appropriate only for those
investors able or willing to assume the increased
risks of higher price volatility and currency
fluctuations associated with investments in
international equities. The Portfolios should be
considered as vehicles for investing a portion of
an investor's assets in foreign securities and not
as a complete investment program. The value of
units will fluctuate with the value of the common
stocks in the applicable Portfolio and no
assurance can be given that dividends will be paid
or that the units will appreciate in value.
Unless otherwise indicated, all amounts herein are
stated in U.S. dollars computed on the basis of
the exchange rate for British pounds sterling or
Hong Kong dollars, as applicable, on May 9, 1995.
An investor may invest in Units of one or both
Portfolios.
Minimum purchase: $1,000 per Portfolio.
Minimum purchase for Individual Retirement/Keogh
Accounts: $250 per Portfolio.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to a Portfolio
PaineWebber Incorporated Trustee shown on the back cover.
Prudential Securities Prospectus dated May 9, 1995.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Defined Asset FundsSM

Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $95 billion sponsored since 1971. Each Defined Asset Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defining The Strategy
- ----------------------------------------------------------------
The Select Ten Portfolios follow a simple, time-tested Strategy: buy
approximately equal amounts of the ten highest dividend-yielding stocks of the
FT Index and the Hang Seng Index* (determined as of one business day and two
business days, respectively, before the date of this Prospectus) and hold them
for about one year. At the end of the year, each Portfolio will be liquidated
and the Strategy reapplied to the FT and Hang Seng Indexes to select two new
portfolios. Each Select Ten Portfolio is designed to be part of longer term
strategy and investors are advised to follow the strategy for at least a three
to five year period. So long as the Sponsors continue to offer new portfolios,
investors will have the option to reinvest into a new portfolio at a reduced
sales charge. The Sponsors reserve the right, however, not to offer new
portfolios.
- ------------
* The publishers of these Indexes are not affiliated with the Sponsors, have not
participated in any way in the creation of the Portfolios or in the selection of
stocks included in the Portfolios and have not reviewed or approved any
information included in this Prospectus.

The Strategy provides a disciplined approach to investing based on a buy and
hold philosophy, which ignores market timing and investment research and rejects
active management of a Portfolio. The Sponsors anticipate that each Portfolio
will remain unchanged over its one-year life despite adverse developments
concerning an issuer, an industry or the economy or a stock market generally.
Although Select Ten International Portfolios were not available until 1993, a
strategy of investing in approximately equal values of the Strategy Stocks each
year generally would have yielded a higher total return than an investment in
all of the stocks in an entire index, on a hypothetical basis. Of course, past
performance cannot guarantee future results and there can be no assurance that
either Portfolio will outperform the related Index over its one-year life or
that the Strategy will not lose money over consecutive annual periods.

- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------
Investing in a Portfolio, rather than in only one or two of the Strategy Stocks,
is a way to diversify your investment. Additionally, each Portfolio is
diversified by industry. Based upon current market values, the following
industries are represented in the Portfolios:
UNITED KINGDOM PORTFOLIO PORTFOLIO PERCENTAGE
/ / Conglomerate 20.03%
/ / Insurance 10.24%
/ / Utilities/Gas 9.74%
/ / Electrical Equipment 10.08%
/ / Banks 10.13%
/ / Wines/Spirits 9.91%
/ / Building Materials 10.04%
/ / Transportation 19.83%
HONG KONG PORTFOLIO
/ / Real Estate/Properties 60.25%
/ / Publishing 19.55%
/ / Transportation 10.35%
/ / Banks 9.85%

- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------

The common stocks in each Portfolio, as the 10 highest yielding stocks in the
related Index, generally share attributes that have caused them to have lower
prices or higher yields relative to the other stocks in those Indexes. They may,
for example, be experiencing financial difficulty, or be out of favor in the
market because of weak performance, poor earnings forecasts or negative
publicity; or they may be reacting to general market cycles. The Portfolios do
not reflect any investment recommendations of the Sponsors and one or more of
the stocks in a Portfolio may, from time to time, be subject to sell
A-2
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recommendations from one or more of the Sponsors.

The Portfolios are designed for investors able and willing to assume the risks
generally associated with an equity investment traded in a non-U.S. currency.
They may not be appropriate for investors seeking either preservation of capital
or high current income, nor would they be appropriate for investors unable or
unwilling to assume the increased risks of higher price volatility and currency
fluctuations associated with investments in international equities.

There is no assurance that the dividend rates on the stocks will continue at
their current levels or that their market prices will not decline during the
terms of the Portfolios. Unit price fluctuates with the value of a Portfolio,
and the value of the securities could be affected by changes in the financial
condition of the issuers, changes in the various industries represented in the
Portfolios, movements in stock prices generally, the impact of the Sponsors'
purchase and sale of the securities (especially during the primary offering
period of units and during the rollover period) and other factors.
Unlike mutual funds, the Portfolios are not actively managed and the Sponsors
receive no management fee. The Portfolios follow a defined strategy; therefore,
the adverse financial condition of an issuer or any market movement in the price
of a security will not require the sale of securities from a Portfolio. Although
the Sponsors may instruct the Trustee to sell securities under certain limited
circumstances, given the investment philosophy of the Portfolios, the Sponsors
are not likely to do so. The Portfolios may continue to purchase or hold
securities originally selected even though the yields on the securities may have
changed or the securities may no longer be included in the related Index.
The United Kingdom Portfolio is not concentrated in stocks of any particular
industry, although all of the stocks represent United Kingdom issuers. The Hong
Kong Portfolio is concentrated in real estate and property stocks, and all of
the stocks represent Hong Kong issuers. Investors should note that Hong Kong
will revert to Chinese sovereignty on July 1, 1997. China has committed to
preserve for 50 years the economic and social freedoms currently enjoyed in Hong
Kong, but there is no assurance that they will abide by this commitment. (See
Risk Factors in Part B.)
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------
PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00
The Public Offering Price as of May 9, 1995 is based on the aggregate value of
the underlying securities and any cash held to purchase securities, divided by
the number of units outstanding times 1,000, plus the initial sales charge. The
Public Offering Price on any subsequent date will vary. The underlying
securities are valued by the Trustee on every business day on the basis of their
closing sale prices (11:30 a.m. New York Time for the London Stock Exchange and
3:30 a.m. New York Time for the Hong Kong Stock Exchange).
SALES CHARGES
The total sales charge for this investment combines an initial up-front sales
charge and a deferred sales charge that will be deducted from the net asset
value of a Portfolio monthly beginning August 1, 1995 for the remaining ten
months of the Portfolio.
ROLLOVER OPTION
When these Select Ten International Portfolios are about to be liquidated, you
may have the option to roll your proceeds into the next portfolio of the then
current Strategy Stocks. If you notify your financial consultant by May 17,
1996, your units will be redeemed and your proceeds will be reinvested in units
of the next Select Ten International Portfolio. If you decide not to roll over
your proceeds, you will receive a cash distribution after the Fund terminates.
Of course you can sell your Units at any time.
SEMI-ANNUAL DISTRIBUTIONS
You will receive distributions of any dividend income, net of expenses, on the
25th of September 1995 and March 1996, if you own units on the 10th of those
months.
REINVESTMENT OPTION
You can elect to automatically reinvest your distributions into additional units
of a Portfolio subject only to the deferred sales charge remaining at the time
of reinvestment. Reinvesting helps to compound your income for a greater total
return.
TAXES
In the opinion of counsel, you will be considered to have received all the
dividends paid on your interest in each security in a Portfolio when those
dividends are received by the Portfolio, even though a portion of the dividend
payments may be used to pay expenses of the Portfolio and regardless of whether
you reinvest your dividends in the Portfolio.
TAX BASIS REPORTING
The proceeds received when you sell this investment will reflect the deduction
of the deferred sales charge. In addition, the annual statement and the relevant
tax reporting forms you receive at year-end will reflect the actual amount paid
to you (not including the deferred sales charge). Accordingly, you should not
increase your basis in your units by the deferred sales charge. Investors in the
United Kingdom Portfolio should be aware that the Trust will report as gross
income their pro rata share of dividends earned by the Trust, which dividends
will be grossed-up to reflect the payment of certain U.K.

A-3
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taxes by the relevant U.K corporation, and that, as a practical matter, they may
not be able to obtain a refund of any amount of such U.K. taxes under the
U.S.-U.K. Treaty under presently existing procedures of United Kingdom tax
authorities. (See Taxes).
TERMINATION DATE
The Portfolios will terminate by June 28, 1996. The final distribution will be
made within a reasonable time afterward. A Portfolio may be terminated earlier
if its value is less than 40% of the value of the securities when deposited.
SPONSORS' PROFIT OR LOSS
The Sponsors' profit or loss from the Portfolios will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units and a gain or loss of the initial and subsequent deposits
of securities (see Sponsors' and Underwriters' Profits in Part B).
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGE
First-time investors pay a 1% sales charge when they buy. For example, on a
$1,000 investment, $990 is invested in the Strategy Stocks. In addition, a
deferred sales charge of $1.75 per 1,000 units will be deducted from a
Portfolio's net asset value each month over the last ten months of the
Portfolio's life ($17.50 total). This deferred method of payment keeps more of
your money invested over a longer period of time. If you roll the proceeds of
your investment into a new portfolio, you will not be subject to the 1% initial
charge, just the $17.50 deferred fee. Although this is a unit investment trust
rather than a mutual fund, the following information is presented to permit a
comparison of fees and an understanding of the direct or indirect costs and
expenses that you pay.

As a %
of Initial Public Amount per
Offering Price 1,000 Units
----------------- --------------
Maximum Initial Sales Charge 1.00% $ 10.00
Deferred Sales Charge per Year 1.75% 17.50
----------------- --------------
2.75% $ 27.50
----------------- --------------
----------------- --------------
Maximum Sales Charge Imposed Per
Year on Reinvested Dividends 1.40% $ 14.00

Each Portfolio (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds. This is different from most unit investment trusts, whose sponsors pay
all the costs of establishing those trusts.
UNITED KINGDOM PORTFOLIO--ESTIMATED ANNUAL
OPERATING EXPENSES

AS A % OF
NET ASSETS PER UNIT
----------------- --------------
Trustee's Fee .085% $ 0.84
Maximum Portfolio Supervision,
Bookkeeping and Administrative
Fees .046% $ .045
Organizational Expenses .123% $ 1.22
Other Operating Expenses .121% $ 1.21
----------------- --------------
TOTAL .375% $ 3.71

UNITED KINGDOM PORTFOLIO--COSTS OVER TIME
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 3 Years 5 Years 10 Years
$32 $76 $124 $255

HONG KONG PORTFOLIO--ESTIMATED ANNUAL OPERATING
EXPENSES

AS A % OF
NET ASSETS PER UNIT
----------------- --------------
Trustee's Fee .085% $ .084
Maximum Portfolio Supervision,
Bookkeeping and Administrative
Fees .046% $ 0.45
Organizational Expenses .129% $ 1.28
Other Operating Expenses .222% $ 2.20
----------------- --------------
TOTAL .482% $ 4.77

HONG KONG PORTFOLIO--COSTS OVER TIME
You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual
return on the investment throughout the indicated periods and redemption at the
end of the period:

1 Year 3 Years 5 Years 10 Years
$33 $80 $129 $266

Although each Portfolio has a term of only one year and is a unit investment
trust rather than a mutual fund, this information is presented to permit a
comparison of fees, assuming the principal amount and distributions are rolled
over each year into a new Series subject only to the deferred sales charge and
fund expenses.
These examples assume reinvestment of all dividends and distributions and uses a
5% annual rate of return as mandated by SEC regulations applicable to mutual
funds. For purposes of the examples, the deferred sales charge imposed on
reinvestment of dividends is not reflected until the
A-4

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year following payment of the dividend; the cumulative expenses would be
higher if sales charges on reinvested dividends were reflected in the year of
reinvestment.

Reductions to the repurchase and cash redemption prices in the secondary market
to recoup the costs of liquidating securities to meet redemption (described
below) have not been reflected. The examples should not be considered a
representation of past or future expenses or annual rates of return; the actual
expenses and annual rates of return may be more or less than the example.
SELLING YOUR INVESTMENT
You may sell your units at any time. Your price will be based on the then
current net asset value of the Portfolio. The redemption and secondary market
repurchase price as of May 9, 1995 was $972.50 per 1,000 units ($27.50 per 1,000
units less than the Public Offering Price) for the United Kingdom and Hong Kong
Portfolios. This price reflects deductions of the deferred sales charge which
declines over the last ten months of a Portfolio ($17.50 initially). If you sell
your units before the termination of the Portfolio, you will pay the remaining
balance of the deferred sales charge. In addition, after the initial offering
period, the repurchase and cash redemption prices for units will be further
reduced to reflect the estimated costs of liquidating securities to meet the
redemption, currently estimated at $2.03 and $6.57 per 1,000 units for the
United Kingdom and Hong Kong Portfolios, respectively. If you reinvest in a new
Portfolio, you will pay your share of any brokerage commissions on the sale of
underlying securities when your units are liquidated during the rollover.

A-5
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<TABLE><CAPTION>
- --------------------------------------------------------------------------------
Defined United Kingdom Portfolio
- --------------------------------------------------------------------------------
Equity Income Fund
Select Ten Portfolio Spring 1995 International Series May 9, 1995

COST
PERCENTAGE CURRENT TO FUND (3)
NAME OF ISSUER OF PORTFOLIO (1) DIVIDEND YIELD (2) IN U.S. DOLLARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Peninsular & Oriental Steam
Navigation Company 9.80% 5.31% $ 29,245.88
2. Hanson PLC 10.02 5.05 29,884.84
3. British Gas PLC 9.74 4.91 29,071.04
4. BTR PLC 10.01 4.41 29,862.59
5. BICC PLC 10.08 4.40 30,078.75
6. British Telecommunications PLC 10.03 4.27 29,919.01
7. Allied Domecq PLC 9.91 4.14 29,560.59
8. National Westminster Bank PLC 10.13 3.97 30,207.50
9. Blue Circle Industries PLC 10.04 3.94 29,940.47
10. Royal Insurance Holdings PLC 10.24 3.81 30,541.28
----------------- -----------------
100.00 $ 298,311.95
----------------- -----------------
----------------- -----------------
</TABLE>
- ------------------------------------
(1) Based on Cost to Fund in U.S. dollars.
(2) Current Dividend Yield for each security was generally calculated by adding
together the most recent interim and final dividends declared on the
security and dividing the result by its market value as of the close of
trading on May 9, 1995.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on May 9, 1995, converted into U.S. dollars on the offer
side of the exchange rate at the evaluation time on that date. Loss to the
Sponsors on deposit of the Securities was $2,108.20.
------------------------------------
The securities were acquired on May 9, 1995 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in options on
any of them, and may be on the opposite side of public orders executed on the
floor of an exchange where the securities are listed. An officer, director or
employee of any of the Sponsors may be an officer or director of one or more of
the issuers of the securities in the Fund. A Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or arbitrageur
in any of the securities or in options on them. Any Sponsor, its affiliates,
directors, elected officers and employee benefits programs may have either a
long or short position in any securities or in options on them.
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Defined Hong Kong Portfolio
- --------------------------------------------------------------------------------
Equity Income Fund
Select Ten Portfolio Spring 1995 International Series May 9, 1995

COST
PERCENTAGE CURRENT TO FUND (3)
NAME OF ISSUER OF PORTFOLIO (1) DIVIDEND YIELD (2) IN U.S. DOLLARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Oriental Press Group Ltd. 9.75% 9.31% $ 30,217.22
2. Shun Tak Holdings Ltd. 10.35 6.80 32,104.99
3. Henderson Land Development Co.,
Ltd. 10.51 6.43 32,583.40
4. South China Morning Post (Hldgs)
Ltd. 9.80 6.42 30,385.31
5. Amoy Properties Ltd. 10.04 6.33 31,148.18
6. Hang Lung Development Co., Ltd. 9.55 5.81 29,609.52
7. Hysan Development Co., Ltd. 9.81 5.66 30,411.17
8. New World Development Co., Ltd. 10.18 5.21 31,574.86
9. Hang Seng Bank 9.85 5.13 30,546.94
10. Hopewell Holdings Ltd. 10.16 4.93 31,497.28
----------------- -----------------
100.00% $ 310,078.87
----------------- -----------------
----------------- -----------------
</TABLE>
- ------------------------------------
(1) Based on Cost to Fund in U.S. dollars.
(2) Current Dividend Yield for each security was calculated by adding together
the most recent interim and final dividends declared on the security and
dividing the result by its market value as of the close of trading on May 9,
1995.
(3) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on May 9, 1995, converted into U.S. dollars on the offer
side of the exchange rate at the evaluation time on that date. Loss to the
Sponsors on deposit of the Securities was $2,056.57.
------------------------------------
The securities were acquired on May 9, 1995 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in options on
any of them, and may be on the opposite side of public orders executed on the
floor of an exchange where the securities are listed. An officer, director or
employee of any of the Sponsors may be an officer or director of one or more of
the issuers of the securities in the Fund. A Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or arbitrageur
in any of the securities or in options on them. Any Sponsor, its affiliates,
directors, elected officers and employee benefits programs may have either a
long or short position in any securities or in options on them.
A-7

<PAGE>

- --------------------------------------------------------------------------------
Performance Information--FT Strategy
- --------------------------------------------------------------------------------
The following table compares the actual performance of the FT Index and the
hypothetical performance of approximately equal amounts invested in each of the
FT Strategy Stocks (but not any Select Ten Portfolio) at the beginning of each
year and reinvesting the proceeds annually for the past 20 years as of December
31 in each of these years. These results represent past performance of the FT
Strategy Stocks, and may not be indicative of future results of the Strategy or
the Portfolio. The FT Strategy Stocks underperformed the FT Index in certain
years. Also, an investment in the Portfolio will not realize as high a total
return as a direct investment in the FT Strategy Stocks, since the Portfolio has
sales charges and expenses and may not be fully invested at all times. Actual
performance of a Portfolio will also differ from quoted performance of the FT
Strategy Stocks and the FT Index because the quoted performance figures are
annual figures based on closing sales prices on December 31, while the
Portfolios are established and liquidated at various times during the year.
Performance variances may also result because stocks are normally purchased or
sold at prices different from the closing price used to determine the
Portfolio's net asset value and not all stocks may be weighted equally at all
times.
<TABLE><CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
(FIGURES DO NOT REFLECT SALES CHARGES, FUND EXPENSES, COMMISSIONS OR TAXES)

FT STRATEGY STOCKS(1) FT INDEX
--------------------------------------------------------------- ---------------------------------------------
YEAR APPRECIATION(2) ACTUAL DIVIDEND YIELD(3) TOTAL RETURN(4) APPRECIATION(2) ACTUAL DIVIDEND YIELD(3)
- --------- ---------------- --------------------------- ---------------- ---------------- ---------------------------
<S> <C> <C> <C> <C> <C>
1975 127.22% 15.77% 142.99% 100.41% 11.18%
1976 -23.33 7.44 -15.89 -20.59 5.01
1977 73.41 13.86 87.27 53.46 8.46
1978 7.22 10.51 17.73 3.57 6.35
1979 -5.75 10.51 4.76 -3.94 7.53
1980 16.49 13.66 30.15 22.57 9.20
1981 -14.02 7.76 -6.26 -10.36 5.06
1982 34.04 9.99 44.03 -4.41 4.83
1983 34.17 7.89 42.06 16.60 5.34
1984 -0.85 6.35 5.50 -2.26 4.41
1985 69.36 9.28 78.64 48.25 6.49
1986 26.35 6.53 32.88 19.14 5.22
1987 40.49 7.61 48.10 32.97 6.02
1988 5.19 6.19 11.38 1.62 5.12
1989 22.08 6.63 28.71 17.57 5.23
1990 1.91 7.35 9.26 4.31 5.98
1991 8.70 7.87 16.57 9.36 5.29
1992 -1.41 5.68 4.27 -6.33 4.00
1993 31.55 6.14 37.69 14.24 4.16
1994 0.42 5.04 5.46 -2.43 4.32
1995 5.87 1.42 7.29 5.62 1.17
(through 3/31)
<CAPTION>
YEAR TOTAL RETURN(4)
- --------- ----------------
<S> <C>
1975 111.59%
1976 -15.58
1977 61.92
1978 9.92
1979 3.59
1980 31.77
1981 -5.30
1982 0.42
1983 21.94
1984 2.15
1985 54.74
1986 24.36
1987 38.99
1988 6.74
1989 22.80
1990 10.29
1991 14.65
1992 -2.33
1993 18.40
1994 1.89
1995 6.79
(through 3/31)
</TABLE>
From January 1975 through March 31, 1995, the FT Strategy Stocks achieved an
average annual total return of 27.15%, as compared to the average annual total
return of the FT Index, which was 18.03%. These stocks also had a higher average
dividend yield in each of the last 20 years and outperformed the FT Index in 16
of these years. When viewed for at least three consecutive years, the Strategy
never lost money.
- ------------------------------------
(1) The FT Strategy Stocks for any given year were selected by ranking the
dividend yields for each of the stocks in the FT Index as of the beginning
of that year, based upon an annualization of the last quarterly or
semi-annual regular dividend distribution (which would have been declared in
the preceding year) divided by that stock's market value on the first
trading day that year on the London Stock Exchange.
(2) Appreciation for the Strategy Stocks is calculated by subtracting the market
value of these stocks on the first trading day on the London Stock Exchange
in a given year from the market value of those stocks on the last trading
day in that year, and dividing the result by the market value of the stocks
on the first trading day in that year. Appreciation for the FT Index is
calculated by subtracting the opening value of the FT Index on the first
trading day in each year from the closing value of the FT Index on the last
trading day in that year, and dividing the result by the opening value of
the Ft Index on the first trading day in that year.
(3) Actual Dividend Yield for the FT Strategy Stocks is calculated by adding the
total dividends received on the stocks in the year and dividing the result
by the market value of the stocks on the first trading day in that year.
Actual Dividend Yield for the FT Index is calculated by taking the total
dividends credited to the FT Index and dividing the result by the opening
value of the FT Index on the first trading day of the year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income.

A-8
<PAGE>

- --------------------------------------------------------------------------------
Performance Information--Hang Seng Strategy
- --------------------------------------------------------------------------------
The following table compares the actual performance of the Hang Seng Index and
the hypothetical performance of approximately equal amounts invested in each of
the Hang Seng Strategy Stocks (but not any Select Ten Portfolio) at the
beginning of each year and reinvesting the proceeds annually for the past 17
years as of December 31 in each of these years. These results represent past
performance of the Hang Seng Strategy Stocks, and may not be indicative of
future results of the Strategy or the Portfolio. The Hang Seng Strategy Stocks
underperformed the Hang Seng Index in certain years. Also, an investment in the
Hong Kong Portfolio will not realize as high a total return as a direct
investment in the Hang Seng Strategy Stocks, since the Portfolio has sales
charges and expenses and may not be fully invested at all times. Actual
performance of a Portfolio will also differ from quoted performance of the Hang
Seng Strategy Stocks and the Hang Seng Index because the quoted performance
figures are annual figures based on closing sales prices on December 31, while
the Portfolios are established and liquidated at various times during the year.
In addition, the Hang Seng Index is weighted by market capitalization while the
Portfolio stocks are more or less equally weighted. Performance variances may
also result because stocks are normally purchased or sold at prices different
from the closing price used to determine the Portfolio's net asset value and not
all stocks may be weighted equally at all times.
<TABLE><CAPTION>
COMPARISON OF DIVIDENDS, APPRECIATION AND TOTAL RETURN
(FIGURES DO NOT REFLECT SALES CHARGES, FUND EXPENSES, COMMISSIONS OR TAXES)

HANG SENG STRATEGY STOCKS(1) HANG SENG INDEX
--------------------------------------------------------------- ---------------------------------------------
YEAR APPRECIATION(2) ACTUAL DIVIDEND YIELD(3) TOTAL RETURN(4) APPRECIATION(2) ACTUAL DIVIDEND YIELD(3)
- --------- ---------------- --------------------------- ---------------- ---------------- ---------------------------
<S> <C> <C> <C> <C> <C>
1978 19.82% 8.22% 28.04% 17.83% 5.68%
1979 72.63 9.65 82.28 72.27 6.06
1980 34.03 7.37 41.40 61.60 4.23
1981 -10.94 7.08 -3.86 -13.75 2.68
1982 -46.13 7.16 -38.97 -51.24 3.45
1983 -15.40 7.92 -7.48 -6.92 6.03
1984 53.82 11.50 65.32 36.45 6.09
1985 40.25 7.27 47.52 46.33 4.77
1986 54.50 5.99 60.49 46.90 4.26
1987 -2.15 5.18 3.03 -10.06 3.33
1988 28.02 6.02 34.04 16.07 4.53
1989 2.66 6.75 9.41 5.55 4.64
1990 -1.93 8.04 6.11 6.71 5.28
1991 40.07 8.44 48.51 42.41 5.84
1992 32.08 6.86 38.94 28.87 4.76
1993 100.80 6.19 106.99 116.14 4.97
1994 -34.93 3.48 -31.45 -31.22 2.39
1995 1.72 1.40 3.12 4.90 0.89
(through 3/31)
<CAPTION>
YEAR TOTAL RETURN(4)
- --------- ----------------
<S> <C>
1978 23.51%
1979 78.33
1980 65.83
1981 -11.07
1982 -47.79
1983 -0.89
1984 42.54
1985 51.10
1986 51.16
1987 -6.73
1988 20.60
1989 10.19
1990 11.99
1991 48.25
1992 33.63
1993 121.11
1994 -28.83
1995 5.79
(through 3/31)
</TABLE>
From January 1975 through March 31, 1995, the Hang Seng Strategy Stocks achieved
an average annual total return of 22.67%, as compared to the average annual
total return of the Hang Seng Index, which was 20.53%. These stocks also had a
higher average dividend yield in each of the last 17 years and outperformed the
Hang Seng Index in 10 of these years.
- ------------------------------------
(1) The Hang Seng Strategy Stocks for any given year were selected by ranking
the dividend yields for each of the stocks in the Hang Seng Index as of the
beginning of that year, based upon an annualization of the last quarterly or
semi-annual regular dividend distribution (which would have been declared in
the preceding year) divided by that stock's market value on the first
trading day that year on the London Stock Exchange.
(2) Appreciation for the Hang Seng Strategy Stocks is calculated by subtracting
the market value of these stocks on the first trading day on the London
Stock Exchange in a given year from the market value of those stocks on the
last trading day in that year, and dividing the result by the market value
of the stocks on the first trading day in that year. Appreciation for the
Hang Seng Index is calculated by subtracting the opening value of the Hang
Seng Index on the first trading day in each year from the closing value of
the Hang Seng Index on the last trading day in that year, and dividing the
result by the opening value of the Hang Seng Index on the first trading day
in that year.
(3) Actual Dividend Yield for the Hang Seng Strategy Stocks is calculated by
adding the total dividends received on the stocks in the year and dividing
the result by the market value of the stocks on the first trading day in
that year. Actual Dividend Yield for the Hang Seng Index is calculated by
taking the total dividends credited to the Hang Seng Index and dividing the
result by the opening value of the Hang Seng Index on the first trading day
of the year.
(4) Total Return represents the sum of Appreciation and Actual Dividend Yield.
Total Return does not take into consideration any reinvestment of dividend
income.

A-9
<PAGE>

PERFORMANCE OF THE STRATEGIES
The following tables show the hypothetical performance of the FT Strategy and
the Hang Seng Strategy as if they had been employed since 1975 and 1978,
respectively. The tables assume that all dividends during a year are reinvested
at the end of that year.

VALUE OF $10,000 INVESTED JANUARY 1, 1975

PERIOD FT STRATEGY STOCKS FT INDEX
- --------- ------------------------ ----------------
1975 $ 24,299.00 $ 21,159.00
1976 20,437.89 17,862.43
1977 38,274.03 28,922.84
1978 45,060.02 31,791.99
1979 47,204.88 32,933.32
1980 61,437.15 43,396.24
1981 57,591.18 41,096.24
1982 82,948.58 41,268.84
1983 117,836.75 50,323.23
1984 124,317.78 51,405.17
1985 222,081.27 79,544.37
1986 295,101.60 98,921.37
1987 437,045.47 137,490.82
1988 486,781.24 146,757.70
1989 626,536.13 180,218.46
1990 684,553.38 198,762.93
1991 797,983.87 227,881.70
1992 832,057.79 222,572.06
1993 1,145,660.36 263,525.32
1994 1,208,213.42 268,505.95
3/31/95 1,296,292.18 286,737.50

VALUE OF $10,000 INVESTED JANUARY 1, 1978

HANG SENG STRATEGY
PERIOD STOCKS HANG SENG INDEX
- --------- ------------------------ ----------------
1978 $ 12,804.00 $ 12,351.00
1979 23,339.13 22,025.54
1980 33,001.53 36,524.95
1981 31,727.67 32,481.64
1982 19,363.40 16,958.66
1983 17,915.02 16,807.73
1984 29,617.10 23,957.74
1985 43,691.15 36,200.15
1986 70,119.93 54,720.14
1987 72,244.57 51,037.47
1988 96,836.62 61,551.19
1989 105,948.94 67,823.26
1990 112,422.42 75,955.27
1991 166,958.54 112,603.69
1992 231,972.19 150,472.31
1993 480,159.24 332,709.32
1994 329,149.16 236,789.22
3/31/95 339,418.61 250,499.32

PERFORMANCE INFORMATION

Information on the performance of the current and one or more prior Portfolios
for various periods, on the basis of changes in Unit price plus the amount of
dividends and capital gains reinvested, divided by the maximum public offering
price, may be included from time to time in advertisements, sales literature and
reports to current or prospective investors. Average annualized returns may also
be shown for consecutive series of the same Winter, Spring or Autumn cycle.
Information on the performance of the FT Strategy Stocks and the Hang Seng
Strategy Stocks, respectively, contained in this Prospectus, as further updated,
may also be included from time to time in such material. Performance of
individual Select Ten Portfolios may also be shown along with performance of the
other Select Ten Portfolios for comparable (though not necessarily identical)
periods and on a combined basis. Total return is computed by dividing share
price changes plus dividends reinvested at the end of each year by initial share
prices, but does not reflect commissions, taxes or Portfolio sales charges or
expenses, which would decrease the return. Average annualized return figures
reflect deduction of the maximum sales charge. No provision is made for any
income taxes payable.

The Sponsors also offer portfolios applying the Select Ten strategy to stocks in
the Dow Jones Industrial Average ('DJIA'). In addition to the foregoing, various
advertisements, sales literature, reports and other information furnished to
current or prospective investors may include total return by year and average
annualized performance information since 1978 of the strategy applied to the
DJIA and to equal amounts invested pursuant to the strategy in all three
indexes. These advertisements etc. may also contain performance information
similar to the foregoing on all prior International Portfolios.

A-10
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS
The Sponsors, Trustees and Holders of Defined Asset Funds, Equity Income Fund
Select Ten Portfolio--Spring 1995 International Series (United Kingdom and Hong
Kong Portfolios) (the 'Fund'):
We have audited the accompanying statements of condition and the related
portfolios included in the prospectus of the Fund as of May 9, 1995. These
financial statements are the responsibility of the Trustees. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities and the irrevocable letters of credit deposited for
the purchase of securities, as described in the statements of condition, with
the Trustees. An audit also includes assessing the accounting principles used
and significant estimates made by the Trustees, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Fund as of May 9, 1995 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, N.Y.
May 9, 1995
<TABLE><CAPTION>
STATEMENT OF CONDITION AS OF MAY 9, 1995

UNITED KINGDOM
TRUST PROPERTY PORTFOLIO HONG KONG PORTFOLIO
-------------------- --------------------
<S> <C> <C>
Investments--Contracts to purchase Securities(1).........$ 298,311.95 $ 310,078.87
Organizational Costs(5).................................. 183,214.12 191,943.80
-------------------- --------------------
Total.........................................$ 481,526.07 $ 502,022.67
-------------------- --------------------
-------------------- --------------------
LIABILITY AND INTEREST OF HOLDERS
Liability--Payment of deferred portion of sales
charge(2)................................................$ 5,273.19 $ 5,481.19
-------------------- --------------------
Interest of Holders of fractional undivided interest
outstanding (United Kingdom Portfolio--301,325 units;
Hong Kong Portfolio--313,211 units):
Cost to investors(3)...................................$ 301,325.00 $ 313,211.00
Gross underwriting commissions(4)...................... (8,286.24) (8,613.32)
Accrued Liability(5)................................... 183,214.12 191,943.80
-------------------- --------------------
Net amount applicable to investors.....................$ 476,252.88 $ 496,541.48
-------------------- --------------------
Total $ 481,526.07 $ 502,022.67
-------------------- --------------------
-------------------- --------------------
</TABLE>
- ---------------
(1) Aggregate cost to each Portfolio of the securities listed under
Defined Portfolio based on the U.S. dollar offer side value of the relevant
exchange rate determined by the Trustees at the evaluation time on May 9, 1995.
The contracts to purchase securities are collateralized by irrevocable letters
of credit which have been issued by Bayerische Hypotheken-und Wechsel Bank
Aktiengesellschaft, New York Branch, in the amount of $612,555.58 and deposited
with the Trustees. The amount of letters of credit includes $608,390.82 for the
purchase of securities.
(2) Represents the aggregate amount of mandatory distributions of
$1.75 per 1,000 Units per month payable on the 1st day of each month from
August, 1995 through May, 1996. Distributions will be made to an account
maintained by the Trustee from which the deferred sales charge obligation of the
investors to the Sponsors will be satisfied. If units are redeemed prior to May
1, 1996, the remaining portion of the distribution applicable to such units will
be transferred to such account on the redemption date.
(3) Aggregate public offering price computed on the basis of the U. S.
dollar value of the underlying securities based on the U.S. dollar offer side
value of the relevant exchange rate at the evaluation time on May 9, 1995.
(4) Assumes the maximum sales charge per 1,000 units of 2.75% of the
Public Offering Price.
(5) Organizational costs incurred by the Fund have been deferred and
will be amortized over the life of the Fund. Organizational costs have been
estimated based on projected total assets of $300 million. To the extent the
Fund is larger or smaller, the estimate may vary.

A-11
<PAGE>
DEFINED ASSET FUNDSSM

PROSPECTUS--PART B
EQUITY INCOME FUND SELECT TEN PORTFOLIOS--INTERNATIONAL SERIES
UNITED KINGDOM AND HONG KONG PORTFOLIOS
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS OF WRITTEN OR TELEPHONIC REQUEST TO THE TRUSTEE AT THE ADDRESS
AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
Index

PAGE
---------
Fund Description...................................... 1
Risk Factors.......................................... 3
How to Buy Units...................................... 7
How to Sell Units..................................... 8
Income, Distributions and Reinvestment................ 10
Portfolio Expenses.................................... 10
PAGE
---------
Taxes................................................. 11
Records and Reports................................... 14
Trust Indenture....................................... 14
Miscellaneous......................................... 15
Exchange Option....................................... 16
Supplemental Information.............................. 17

FUND DESCRIPTION
THE STRATEGY
Simple strategies can sometimes be the most effective. To outperform a
stock market is more difficult than just outperforming other asset classes. The
United Kingdom and Hong Kong Portfolios seek higher total returns than the
Financial Times Industrial Share Index (FT Index) and the Hang Seng Index,
respectively, by acquiring the ten stocks in each Index with the highest
dividend yield one business day and two business days, respectively, before the
Portfolios are created, and holding them for about one year. There can be no
assurance that the dividend rates on the selected stocks will be maintained.
Reduction or elimination of a dividend could adversely affect the stock price as
well. An investment in the Fund can be cost-efficient, avoiding the odd-lot
costs of buying small quantities of securities directly. Purchasing a portfolio
of these stocks as opposed to one or two can achieve a more diversified holding.
For each Portfolio there is only one investment decision instead of ten, two
semi-annual dividends instead of 20. Investment in a number of companies with
high dividends relative to their stock prices is designed to increase a
Portfolio's potential for higher returns. Each Select Ten Portfolio seeks to
outperform the related index by following this simple investment strategy based
on three time-tested investment principles: time in the market is more important
than timing the market; the stocks to buy are the ones everyone else is selling;
and dividends can be an important part of total return. Each Portfolio's return
will consist of a combination of capital appreciation and current dividend
income. Each Portfolio will terminate in about one year, when investors may
choose to either receive the distribution in cash or reinvest in the 1996 Spring
Series (if available) at a reduced sales charge.
The FT Index. The FT Index began as the Financial News Industrial Ordinary
Share Index in London in 1935 and became the Financial Times Industrial Ordinary
Share Index in 1947. The following are the stocks currently represented in the
FT Index:

1
<PAGE>

Allied Domecq PLC
ASDA Group PLC
BICC PLC
The BOC Group PLC
BTR PLC
Blue Circle Industries PLC
The Boots Company PLC
The British Petroleum Company
PLC
British Telecommunications PLC
British Gas PLC
British Airways PLC
Cadbury Schweppes PLC
Courtaulds PLC
Forte PLC
The General Electric Company PLC
Glaxo Holdings PLC
Grand Metropolitan PLC
GKN PLC
Guinness PLC
Hanson PLC
Imperial Chemical Industries PLC
Lucas Industries PLC
Marks & Spencer PLC
National Westminster Bank PLC
The Peninsular & Oriental Steam
Navigation Company
Reuters Holdings PLC
Royal Insurance Holdings PLC
SmithKline Beecham PLC
Tate & Lyle PLC
Thorn EMI PLC

The Hang Seng Index. The Hong Kong Portfolio was chosen on the basis of the
application of the Strategy to those stocks comprising the Hang Seng Index as of
February 28, 1995. These stocks are:

Amoy Properties Ltd.
Bank of East Asia Ltd.
Cathay Pacific
Cheung Kong
China Light & Power Co.
Citic Pacific
Great Eagle Holdings
Guangdong Investment Ltd.
Hang Lung Development Company
Hang Seng Bank
Hendersen Land Development
Hong Kong Aircraft Engineering
Hong Kong Electric
Hong Kong and China Gas
Hong Kong and Shanghai Hotels
Hong Kong Telecommunications
Hopewell Holdings
HSBC Holdings PLC
Hutchison Whampoa
Hysan Development Company
Johnson Electric Holdings Ltd.
Miramar Hotel & Investment
New World Dev.
Oriental Press Group Ltd.
Shangri-La Asia Ltd.
Shun Tak Holdings Limited
Sino Land Co. Ltd.
South China Morning Post
(Holdings)
Sun Hung Kai Properties
Swire Pacific (A)
Television Broadcasts
Wharf Holdings
Wheelock & Co.

PORTFOLIO SELECTION
The Fund consists of two separate portfolios, the United Kingdom Portfolio
and the Hong Kong Portfolio, which contain common stocks in the FT Index and the
Hang Seng Index, respectively, having the highest dividend yield one business
day and two business days, respectively, prior to the initial date of deposit.
'Highest dividend yield' means the yield for each Security calculated by adding
the most recent interim and final dividends declared on that Security and
dividing the result by the market value of that Security. This rate is
historical and there is no assurance that any dividends will be declared or paid
in the future on the Securities. No leverage or borrowing is used nor do the
Portfolios contain other kinds of securities to enhance yield.
The Strategy selection process is a straightforward, objective,
mathematical application that ignores any subjective factors concerning an
issuer in the related index, an industry or the economy generally. The
application of the Strategy may cause a Portfolio to own a stock that the
Sponsors do not recommend for purchase, and, in fact, the Sponsors may have sell
recommendations on a number of the stocks in a Portfolio at the time the stocks
are selected for inclusion in the Portfolio. Various theories are from time to
time expressed as to the reasons for a certain common stock to be among the ten
stocks in the related index with the highest dividend yield: the issuer may be
in financial difficulty or out of favor in the market because of weak earnings
or performance or forecasts or negative publicity; or uncertainties relating to
pending or threatened litigation or pending or proposed legislation or
government regulation; or the stock may be a cyclical stock reacting to national
and international economic developments; or the market may be anticipating a
reduction in or the elimination of the issuer's dividend. Some of the foregoing
factors may be relevant to only a segment of an issuer's overall business yet
the publicity may be strong enough to outweigh otherwise solid business
performance. In addition, companies in certain industries have historically paid
high dividends.
The deposit of the Securities in each Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each Security in that Portfolio. During the 90-day period following the initial
date of deposit the Sponsors may deposit additional Securities in order to
create new Units, maintaining to the extent possible that original proportionate
relationship. Deposits of additional Securities subsequent to the 90-day period
must generally replicate exactly the proportionate relationship among the number
of shares of each Security in a Portfolio at the end of the initial 90-day
period. The ability to acquire each Security at the same time will generally
depend upon the Security's availability and any restrictions on the purchase of
that Security under the federal securities laws or otherwise.
2
<PAGE>
Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional Securities. This
practice could cause both existing and new investors to experience a dilution of
their investments and a reduction in their anticipated income because of price
fluctuations in the Securities between the time of the cash deposit and the
actual purchase of the additional Securities and because the associated
brokerage fees will be an expense of the Portfolio. To minimize these effects,
Securities will be purchased as close to the Evaluation Time or at prices as
close to the evaluated prices as possible and may be purchased on exchanges
other than the London and Hong Kong Stock Exchanges.
Because each Portfolio in a Defined Asset Fund is a preselected portfolio,
you know the securities before you invest. Of course, the Portfolios will change
somewhat over time, as Securities are purchased upon creation of additional
Units, as Securities are sold to meet Unit redemptions or in other limited
circumstances.
PORTFOLIO SUPERVISION
Each Portfolio follows a buy and hold investment strategy in contrast to
the frequent portfolio changes of a managed fund based on economic, financial
and market analyses. In the event a public tender offer is made for a Security
or a merger or acquisition is announced affecting a Security, the Sponsors may
instruct the Trustee to tender or sell the Security in the open market when in
its opinion it is in the best interests of investors to do so. Otherwise,
although each Portfolio is regularly reviewed and evaluated, because of the
Strategy the Portfolio is unlikely to sell any of the Securities other than to
satisfy redemptions of units, or to cease buying additional shares in connection
with the issuance of Additional Units. More specifically, adverse developments
concerning a Security including the adverse financial condition of the issuer, a
failure to maintain a current dividend rate, the institution of legal
proceedings against the issuer, a default under certain documents materially and
adversely affecting the future declaration of dividends, or a decline in the
price or the occurrence of other market or credit factors that, in the opinion
of the Sponsors, might otherwise make retention of the Security detrimental to
the interest of investors, will generally not cause a Portfolio to dispose of a
Security or cease buying it. Furthermore, each Portfolio will likely continue to
hold a Security and purchase additional shares notwithstanding its ceasing to be
included among the ten highest dividend yielding stocks in the related Index or
even deletion from that Index.
RISK FACTORS
An investment in a Portfolio entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the Securities becomes impaired or if the general condition of the
relevant stock market worsens and the risk that holders of common stocks have
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks
issued by, the issuer. 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 capital provided by debt securities. Common stocks in
general may be especially susceptible to general stock market movements and to
volatile increases and decreases in value as market confidence in and
perceptions of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic, monetary and
fiscal policies, inflation and interest rates, economic expansion or
contraction, and global or regional political, economic or banking crises. The
Sponsors cannot predict the direction or scope of any of these factors.
INTERNATIONAL RISK FACTORS, GENERALLY
Foreign Issuers. Investments in securities of foreign issuers involve risks
that are different from investments in securities of domestic issuers. These
risks may include future political and economic developments, the possibility of
exchange controls or other governmental restrictions on the payment of
dividends, less publicly available information and the absence of uniform
accounting, auditing and financial reporting standards, practices and
requirements.
Foreign Exchange Rates. Because securities of non-U.S. issuers generally
pay dividends and trade in foreign currencies, there is the risk that the U.S.
dollar value of these securities will vary with fluctuations in foreign exchange
rates. Most foreign currencies have fluctuated widely in value against the U.S.
dollar because of changing investor perceptions, currency speculation by
institutional investors, supply and demand of the respective currency, the
soundness of the world economy and the relative strength of the respective
economy, the impact of actual and proposed government policies, interest rate
differentials between currencies and the balance of imports and exports of goods
and services and transfers of income and capital from one country to another.
Since 1983, the Hong Kong dollar has been 'pegged' to the U.S. dollar
although there is no guarantee that the Hong Kong dollar will continue to be
pegged to the U.S. dollar in the future. If the Hong Kong dollar ceased to be
3
<PAGE>
pegged to the U.S. dollar there could be an adverse effect on the value of the
Hong Kong Portfolio. Currencies are generally traded by leading international
commercial banks and institutional investors. From time to time, central banks
in a number of countries also are major buyers and sellers of foreign
currencies, mostly to prevent or reduce substantial exchange rate fluctuations.
The following table shows fluctuations in the value of the British pound
and Hong Kong dollar relative to the U.S. dollar in the past ten years.

FOREIGN EXCHANGE RATES
RANGE OF FLUCTUATIONS IN FOREIGN CURRENCY

HONG KONG
U.S. DOLLAR/ DOLLAR/
PERIOD U.K. POUND STERLING U.S. DOLLAR
- ----------- -------------------- ---------------
1985 1.489-1.052 7.990-7.729
1986 1.555-1.377 7.819-7.767
1987 1.886-1.470 7.822-7.751
1988 1.905-1.663 7.911-7.769
1989 1.831-1.495 7.833-7.759
1990 1.988-1.589 7.818-7.737
1991 2.005-1.599 7.815-7.696
1992 2.011-1.490 7.785-7.696
1993 1.599-1.407 7.783-7.707
1994 1.635-1.534 7.737-7.724

Source: Bloomberg Financial Markets
A Portfolio's foreign exchange transactions may be conducted either on a
spot (i.e., cash) or forward foreign exchange basis. Foreign currency exchange
transactions are generally conducted on a principal basis and foreign exchange
dealers realize a profit based upon the difference between the price at which
they are willing to buy a particular currency (bid price) and the price at which
they are willing to sell the currency (offer price). The cost to the Portfolio
of engaging in these foreign currency transactions also varies with such factors
as the currency involved, the length of the contract period and the market
conditions then prevailing. Portfolio evaluations include the cost of buying or
selling a forward foreign exchange contract in the relevant currency to
correspond to the settlement period for purchases and redemptions of Units.

Exchange Controls. At the present time the Sponsors do not believe that any
of the Securities is subject to exchange control restrictions which would
materially interfere with payment to a Portfolio of amounts due on the
Securities. There can be no assurance that exchange control regulations might
not be adopted in the future which might adversely affect payments to a
Portfolio. In addition, the adoption of exchange control regulations or other
legal restrictions could have an adverse impact on the marketability of
international securities in a Portfolio and on the ability of that Portfolio to
satisfy redemptions.
Liquidity. Sales of foreign securities by a Portfolio in United States
securities markets are ordinarily subject to severe restrictions and will
generally be made only in foreign securities markets. Securities may be traded
in foreign countries where the securities markets are not as developed or
efficient and may not be as liquid as those in the United States. A foreign
market's liquidity might become impaired as a result of economic or political
turmoil in a country in whose currency a Portfolio had a substantial portion of
its assets invested, or should relations between the United States and such
foreign country deteriorate markedly. Additionally, the principal trading market
for the Securities, even if otherwise listed, may be the over-the-counter market
in which liquidity will depend on whether dealers will make a market in the
Securities.
The information set forth below has been extracted from various
governmental and private publications, but no representation can be made as to
its accuracy; furthermore, no representation is made that any correlation exists
between the state of the economy of the United Kingdom and the value of any
Securities held by the United Kingdom Portfolio or between the economy of Hong
Kong and the value of any Securities held by the Hong Kong Portfolio.
UNITED KINGDOM PORTFOLIO RISK FACTORS
The United Kingdom Portfolio contains common stocks of British companies
engaged in such industries as the building materials industry, the food and
beverage industry, the automotive/aviation industry, the transportation
industry, engineering, finance and utilities. Many of these industries are
subject to extensive government regulation which may have a materially adverse
effect on the performance of their securities.
4
<PAGE>
The economy of the United Kingdom is focused upon the private services
sector, which includes the wholesale and retail sector, banking, finance,
insurance, and tourism. Services as a whole account for a majority of the United
Kingdom's gross national product and make a significant contribution to the
country's balance of payments. In addition, the United Kingdom, as a member of
the European Union (the 'EU'), formerly known as the European Community, is
subject to the effects of the recent rapid political and social change
throughout Europe although the extent and nature of future economic development
in the United Kingdom and Europe and the impact of such development upon the
value of the securities in the United Kingdom Portfolio is impossible to
predict.

HONG KONG PORTFOLIO RISK FACTORS
The Hong Kong Portfolio contains common stocks of companies trading on the
Hong Kong Exchange and engaged in such businesses as hotels, property and real
estate, textiles, telecommunications and utilities.

Hong Kong. Hong Kong, which has been a colony of Great Britain since the
1840's, will revert to the sovereignty of The People's Republic of China
('China') on July 1, 1997. Under British rule, the Hong Kong government has
generally followed a laissez-faire policy towards industry, and over the ten
year period between 1983 and 1993, Real Gross Domestic Product increased at an
average annual rate of approximately 6%. There are no major import, export or
foreign exchange restrictions, and regulation of business is generally minimal
with certain exceptions, including regulated entry into certain sectors of the
economy and a fixed exchange rate regime by which the Hong Kong dollar has been
pegged to the U.S. dollar. Although China has committed to preserve for 50 years
the economic and social freedoms currently enjoyed in Hong Kong, there can be no
assurances that China will abide by its commitment. In addition, the government
of China has no procedures for the orderly succession of its leadership. The
Sponsors cannot predict what effect the death of the current leader, who is very
aged, may have on the prices of the stocks in the Hong Kong Portfolio.
Hong Kong Exchange. The Stock Exchange of Hong Kong Ltd. (the 'Hong Kong
Exchange'), with a total market capitalization as of April 30, 1995 of
approximately US$267.4 billion, is the second largest stock market in Asia,
measured by market capitalization, behind that of Japan. As of that date, 528
companies and 996 securities (including ordinary shares, warrants and other
derivative instruments) were listed on the Hong Kong Exchange. The Securities
and Futures Commission exercises supervision of the securities, financial
investment and commodities futures industry.
The Hang Seng Index is subject to change, and delisting of shares of any
issuers may have an adverse impact on the performance of the Portfolio, although
delisting would not necessarily result in the disposal of the stock of these
companies, nor would it prevent the Hong Kong Portfolio from purchasing such
Securities in connection with the issuance of additional Units or the purchase
of additional Hong Kong Securities. Jardine Matheson Holdings Ltd. and Jardine
Strategic Holdings Ltd. delisted from the Hong Kong Stock Exchange as of
November 30, 1994 and three other Jardine affiliates delisted as of February 28,
1995. The five Jardine companies represented almost 10% of total capitalization
of the Hang Seng Index.

Volatility of the Hang Seng Index. Securities prices on the Hang Seng Index
can be highly volatile and are sensitive to developments in Hong Kong and China,
as well as other world markets. For example, in 1989, the Hang Seng Index rose
to 3,310 in May from its previous year-end level of 2,687 but fell to 2,094 in
early June following the events at Tiananmen Square. The Hang Seng Index
gradually climbed in subsequent months but fell by 181 points on October 13,
1989 (approximately 6.5%) following a substantial fall in the U.S. stock
markets, and at the year end closed at a level of 2,837. Also, during 1994 the
Hang Seng Index lost approximately 31% of its value.
5
<PAGE>
The following table demonstrates the volatility of the Hang Seng Index in
comparison to that of the FT Index and the Dow Jones Industrial Average by
showing for each index the number of trading days during the period from January
1, 1989 through March 31, 1995, on which the value of the index in local
currency gained or lost 1%, 2% and 3% of its value as of the previous trading
day.

<TABLE><CAPTION>
NUMBER OF TRADING DAYS WITH GAINS OR LOSSES SHOWN
-------------------------------------------------
PERCENTAGE GAINS OR LOSSES HANG SENG FT DOW JONES
IN VALUE OF INDEX INDEX INDEX INDUSTRIAL AVERAGE
- -------------------------------------------------- ------------- ----------- ---------------------
<S> <C> <C> <C>
1%................................................ 567 375 256
2%................................................ 213 40 35
3%................................................ 82 12 10
</TABLE>

Previous performance is no guarantee of future results; any index may
display more or less volatility in the future.

Hong Kong Real Estate Companies. The Hong Kong Portfolio is considered to
be concentrated in common stocks of companies engaged in real estate asset
management, development, leasing, property sales and other related activities.
Many factors may have an adverse impact on the credit quality of companies in
this industry, including economic recession, the cyclical nature of real estate
markets, competitive overbuilding, unusually adverse weather conditions,
changing demographics, changes in governmental regulations (including tax laws
and environmental, building, zoning and sales regulations), increases in real
estate taxes or costs of material and labor, the inability to secure performance
guarantees or insurance as required, the unavailability of investment capital
and the inability to obtain construction financing or mortgage loans at rates
acceptable to builders and purchasers of real estate.

Additionally, certain Hong Kong real estate companies are now involved in
the purchase and development of real estate in southern China, which has
recently experienced a rise in real estate prices and construction costs, a
growing supply of real estate and a tightening of credit markets.
LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on a Portfolio, although pending litigation may have a material adverse effect
on the value of Securities in a Portfolio. In addition, at any time after the
initial date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the Securities in a Portfolio or the
issuers of the Securities. Changing approaches to regulation may have a negative
impact on certain companies represented in a Portfolio. There can be no
assurance that future litigation, legislation, regulation or deregulation will
not have a material adverse effect on a Portfolio or will not impair the ability
of the issuers of the Securities to achieve their business goals.
LIFE OF THE FUND; FUND TERMINATION

The size and composition of a Portfolio will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units or
participating in a rollover. Each Portfolio will be terminated no later than the
mandatory termination date specified in Part A of the Prospectus. They will
terminate earlier upon the disposition of the last Security in that Portfolio or
upon the consent of investors holding 51% of the Units. A Portfolio may also be
terminated earlier by the Sponsors once its total assets have fallen below the
minimum value specified in Part A of the Prospectus. A decision by the Sponsors
to terminate a Portfolio early, which will likely be made following the
rollover, will be based on factors such as its size relative to its original
size, the ratio of Portfolio expenses to income, and the cost of maintaining a
current prospectus.

Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Trustee will seek to dispose of any Securities remaining in a Portfolio
although any Security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of Securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.
6
<PAGE>

HOW TO BUY UNITS
Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price. The Public Offering Price varies
each Business Day with changes in the value of the Portfolio and other assets
and liabilities of the Fund.
PUBLIC OFFERING PRICE
Units are charged a combination of Initial and Deferred Sales Charges
equal, in the aggregate, to a maximum charge of 2.75% of the Public Offering
Price or, for quantity purchases of units of all Select Portfolios by an
investor and the investor's spouse and minor children, or by a single trust
estate or fiduciary account, made on a single day, the following percentages of
the public offering price:

APPLICABLE SALES CHARGE
(GROSS UNDERWRITING PROFIT)
-----------------------------------
AS % OF PUBLIC AS % OF NET
AMOUNT PURCHASED OFFERING PRICE AMOUNT INVESTED
- ------------------------------------------- ----------------- ----------------
Less than $50,000.......................... 2.75% 2.778%
$50,000 to $99,999......................... 2.50 2.519
$100,000 to $249,999....................... 2.00 2.005
$250,000 or more........................... 1.75 1.750

The Deferred Sales Charge is a monthly charge of $1.75 per 1,000 units and
is accrued in ten monthly installments commencing on the date indicated in Part
A of this Prospectus. Units redeemed or repurchased prior to the accrual of the
final Deferred Sales Charge installment will have the amount of any remaining
installments deducted from the redemption or repurchase proceeds or deducted in
calculating an in-kind distribution, although this deduction will be waived in
the event of the death or disability (as defined in the Internal Revenue Code of
1986) of an investor. The Initial Sales Charge is equal to the aggregate sales
charge, determined as described above, less the aggregate amount of any
remaining installments of the Deferred Sales Charge.
It is anticipated that Securities will not be sold to pay the Deferred
Sales Charge until after the date of the last installment. Investors will be at
risk for market price fluctuations in the Securities from the several
installment accrual dates to the dates of actual sale of Securities to satisfy
this liability.
Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units subject only to the
Deferred Sales Charge.

EVALUATIONS
Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. In addition, for the
United Kingdom Portfolio, 'business day' shall exclude the following U.K.
holidays: Easter Monday, May Day, Autumn Bank Holiday, Summer Bank Holiday and
Boxing Day; for the Hong Kong Portfolio, 'business day' shall exclude the
following Hong Kong holidays: Lunar New Year's Day and the following day, Ching
Ming Festival, Easter Monday, Queen's Birthday and the following Monday, Tuen Ng
Festival, Summer Bank Holiday, Liberation Day, Chinese Mid-Autumn Festival and
the following day, Chung Yeung Festival and the two weekdays following Christmas
Day. If the Securities are listed on a securities exchange, evaluations are
generally based on closing sales prices on that exchange (unless the Trustee
deems these prices inappropriate) or, if closing sales prices are not available,
at the mean between the closing bid and offer prices. If the Securities are not
listed or if listed but the principal market is elsewhere, the evaluation is
generally determined based on sales prices of the Securities on the
over-the-counter market or, if sales prices in that market are not available, on
the basis of the mean between current bid and offer prices for the Securities or
for comparable securities or by appraisal or by any combination of these
methods. Neither the Sponsors nor the Trustee guarantee the enforceability,
marketability or price of any Securities. All evaluations are converted to U.S.
dollars at the then current exchange rates which include the cost of a forward
foreign exchange contract in the relevant currency to correspond to the
requirement that the Trustee settle redemption requests in U.S. dollars within
seven days.

7
<PAGE>
NO CERTIFICATES
All investors are required to hold their Units in uncertifcated form and in
'street name' by their broker, dealer or financial institution at the Depository
Trust Company ('DTC').
HOW TO SELL UNITS
SPONSORS' MARKET FOR UNITS
You can sell your Units at any time without a fee (other than the deduction
after the initial offering period for the costs of liquidating Securities). The
Sponsors (although not obligated to do so) will normally buy any Units offered
for sale at the repurchase price next computed after receipt of the order. The
Sponsors have maintained secondary markets in Defined Asset Funds for over 20
years. Primarily because of the sales charge and fluctuations in the market
value of the Securities, the sale price may be less than the cost of your Units.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.
The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons. The Sponsors may reoffer
or redeem Units repurchased.
TRUSTEE'S REDEMPTION OF UNITS
You may redeem your Units by sending the Trustee a redemption request.
Signatures must be guaranteed by an eligible institution. In certain instances,
additional documents may be required such as a certificate of death, trust
instrument, certificate of corporate authority or appointment as executor,
administrator or guardian. If the Sponsors are maintaining a market for Units,
they will purchase any Units tendered at the repurchase price described above.
If they do not purchase Units tendered, the Trustee is authorized in its
discretion to sell Units in the over-the-counter market if it believes it will
obtain a higher net price for the redeeming investor.
The London Stock Exchange and the Hong Kong Exchange are open for trading
on certain days which are U.S. holidays on which the Fund will not transact
business. The Securities will continue to trade on those days and thus the value
of the Portfolios may be significantly affected on days when investors cannot
sell or redeem Units.
By the seventh calendar day after tender you will be mailed an amount equal
to the Redemption Price per Unit determined as of the Evaluation Time next
following the tender and converted into U.S. dollars at the then current
exchange rate. Because of market or currency movements or changes in the
Portfolio, this price may be more or less than the cost of your Units. The
Redemption Price per Unit is computed each Business Day by adding the value of
the Securities, declared but unpaid dividends on the Securities, cash and the
value of any other Portfolio assets; deducting unpaid taxes or other
governmental charges, accrued but unpaid Portfolio expenses and accrued but
unpaid Deferred Sales Charges, unreimbursed Trustee advances, cash held to
redeem Units or for distribution to investors and the value of any other
Portfolio liabilities; and dividing the result by the number of outstanding
Units. All amounts are reflected at their U.S. dollar equivalent at the bid side
of the relevant exchange rate (which is net of applicable commissions and stamp
taxes).
Any investor owning Units representing at least the lesser of Securities
with a value of at least U.S.$500,000 or 10% of the net asset value of a
Portfolio who redeems those Units prior to the rollover notification date
indicated in Part A of the Prospectus may, in lieu of cash redemption, request
distribution in kind of an amount and value of Securities per Unit equal to the
otherwise applicable Redemption Price per Unit. Whole shares of each Security
together with cash from the Capital Account equal to any fractional shares to
which the investor would be entitled (less any Deferred Sales Charge payable)
will be paid over to a distribution agent and either held for the account of the
investor or disposed of in accordance with instructions of the investor. Any
brokerage commissions as well as any transfer and ongoing custodial fees on
sales of Securities in connection with in-kind redemptions will be borne by the
redeeming investors. The in-kind redemption option may be terminated by the
Sponsors at any time upon prior notice to investors.
After the initial offering period, the repurchase and cash redemption
prices will be reduced to reflect the cost to a Portfolio of liquidating
Securities to meet the redemption.
8
<PAGE>
If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Securities selected by the Agent for the
Sponsors in a manner designed to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each Security. These
sales are often made at times when the Securities would not otherwise be sold
and may result in lower prices than might be realized otherwise and will also
reduce the size and diversity of the Fund.
Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the Securities not reasonably
practicable, or for any other period permitted by the SEC.
ROLLOVER
In lieu of redeeming their Units or receiving liquidation proceeds upon the
termination of the Fund, investors may elect, by written notice to the Trustee
prior to the rollover notification date indicated in Part A, to apply their
proportional interest in the Securities and other Portfolio assets toward the
purchase of units of a Portfolio of the Select Ten Portfolio - Spring 1996
International Series (the 'Spring 1996 International Portfolios') (if
available). The Spring 1996 International Portfolios will invest in the ten
highest yielding stocks in the FT and Hang Seng Indexes, respectively, as of
that time and it is expected that the terms of the Spring 1996 International
Portfolios, including this rollover feature, will be substantially the same as
those of these Portfolios.
A rollover of an investor's units is accomplished by the in-kind redemption
of his Units followed by the sale of the underlying Securities by a distribution
agent on behalf of participating investors and the reinvestment of the sale
proceeds (net of brokerage fees, governmental charges and other sale expenses)
in units of a Spring 1996 International Portfolio at their net asset value.

The Sponsors intend to sell the distributed Securities, on behalf of the
distribution agent, as quickly as practicable and then to create units of each
Spring 1996 International Portfolio as quickly as possible, subject in both
cases to the Sponsors' sensitivity that the concentrated sale and purchase of
large volumes of securities may affect market prices in a manner adverse to the
interest of investors. Accordingly, the Sponsors may, in their sole discretion,
undertake a more gradual sale of the distributed Securities and a more gradual
creation of units of the Spring 1996 International Portfolios to help mitigate
any negative market price consequences caused by this large volume of securities
trades. There can be no assurance, however, that this procedure will be
successful or might not result in less advantageous prices than had this
procedure not been practiced at all. Pending the investment of rollover proceeds
in the securities to comprise each Spring 1996 International Portfolio, those
moneys may be uninvested for up to several days. For those Securities in a
Portfolio that will also be in the similar Spring 1996 International Portfolio,
a direct sale of those securities between the two funds is now permitted
pursuant to an SEC exemptive order. These sales will be effected at the
securities' closing sale prices on the exchanges where they are principally
traded, free of any brokerage costs.
Investors participating in the rollover may realize taxable capital gains
from the rollover but will not be entitled to a deduction for certain capital
losses and, because of the rollover procedures, will not receive a cash
distribution with which to pay those taxes. Investors who do not participate
will continue to hold their Units until the termination of the Portfolio;
however, depending upon the extent of participation in the rollover, the
aggregate size of the Portfolio may be sharply reduced resulting in a
significant increase in per Unit expenses.
The Sponsors may, in their sole discretion and without penalty or liability
to investors, decide not to sponsor a Select Ten Portfolio--Spring 1996
International Series or to modify the terms of the rollover. Prior notice of any
decision would be provided to investors.
The Division of Investment Management of the SEC is of the view that the
rollover option constitutes an 'exchange offer' for the purposes of Section
11(c) of the Investment Company Act of 1940, and would therefore be prohibited
absent an exemptive order. The Sponsors have received exemptive orders under
Section 11(c) which they believe permit them to offer the rollover, but no
assurance can be given that the SEC will concur with the Sponsors' position and
additional regulatory approvals may be required.
9
<PAGE>
INCOME, DISTRIBUTIONS AND REINVESTMENT
INCOME AND DISTRIBUTIONS
The annual U.S. dollar income per Unit that is earned by a Portfolio, after
deducting estimated annual Portfolio expenses per Unit, will depend primarily
upon the amount of dividends declared and paid by the issuers of the Securities,
fluctuations in U.S. dollar exchange rates and changes in the expenses of the
Portfolio and, to a lesser degree, upon the level of purchases of additional
Securities and sales of Securities. There is no assurance that dividends on the
Securities will continue at their current levels or be declared at all.
Each Unit in a Portfolio receives an equal share of distributions of
dividend income on the Securities in that Portfolio net of estimated expenses.
Because dividends on the Securities are not received at a constant rate
throughout the year, any distribution may be more or less than the amount then
credited to the Income Account. Dividends received are credited to an Income
Account (after conversion into U.S. dollars at the exchange rate to be
applicable upon receipt of the dividend) and other receipts to a Capital Account
(after conversion into U.S. dollares at the applicable rate). A Reserve Account
may be created by withdrawing from the Income and Capital Accounts amounts
considered appropriate by the Trustee to reserve for any material amount that
may be payable out of a Portfolio. Funds held by the Trustee in the various
accounts do not bear interest. In addition, distributions of amounts necessary
to pay the Deferred Sales Charge will be made from the Capital Account to an
account maintained by the Trustee for purposes of satisfying investors' sales
charge obligations. Although the Sponsors may collect the Deferred Sales Charge
monthly, to keep Units more fully invested the Sponsors currently do not
anticipate sales of Securities to pay the Deferred Sales Charge until after the
rollover notification date. Proceeds of the disposition of any Securities not
used to pay Deferred Sales Charge or to redeem Units will be held in the Capital
Account and distributed on the final Distribution Day or following liquidation
of the Portfolios.
REINVESTMENT
Principal and semi-annual income distributions on Units may be reinvested
by participating in the reinvestment plan. Under the plan, the Units acquired
for investors will be either Units already held in inventory by the Sponsors or
new Units created by the Sponsors' deposit of additional Securities, contracts
to purchase additional Securities or cash (or a bank letter of credit in lieu of
cash) with instructions to purchase additional Securities. Deposits or purchases
of additional Securities will generally be made so as to maintain the then
existing proportionate relationship among the number of shares of each Security
in a Portfolio. Units acquired by reinvestment will not be subject to the
initial sales charge but will be subject to any remaining installments of
Deferred Sales Charge. The Sponsors reserve the right to amend, modify or
terminate the reinvestment plan at any time without prior notice. Investors
holding Units in 'street name' should contact their broker, dealer or financial
institution if they wish to participate in the reinvestment plan.
PORTFOLIO EXPENSES
Estimated annual Portfolio expenses are listed in Part A of the Prospectus;
if actual expenses exceed the estimate, the excess will be borne by the
Portfolio. The Trustee's annual fee is payable in monthly installments. The
Trustee also benefits when it holds cash for a Portfolio in non-interest bearing
accounts. Possible additional charges include Trustee fees and expenses for
extraordinary services, costs of indemnifying the Trustee and the Sponsors,
costs of action taken to protect the Fund and other legal fees and expenses,
Fund termination expenses and any governmental charges. The Trustee has a lien
on Portfolio assets to secure reimbursement of these amounts and may sell
Securities for this purpose if cash is not available. The Sponsors receive an
annual fee of a maximum of $0.35 per 1,000 Units to reimburse them for the cost
of providing Portfolio supervisory services. While the fee may exceed their
costs of providing these services to the Fund, the total supervision fees from
all Series of Equity Income Fund will not exceed their costs for these services
to all of those Series during any calendar year. The Sponsors may also be
reimbursed for their costs of providing bookkeeping and administrative services
to the Portfolios, currently estimated at $0.10 per 1,000 Units. The Trustee's
and Sponsors' fees may be adjusted for inflation without investors' approval.
Expenses incurred in establishing the Portfolios, including the cost of the
initial preparation of documents relating to the Portfolios, any foreign trading
costs (including commissions, custodial fees and stamp taxes), Federal and State
registration fees, the initial fees and expenses of the Trustee, legal expenses
and any other out
10
<PAGE>
- -of-pocket expenses, will be paid by the Portfolios and
amortized over the life of the Portfolios. Advertising and selling expenses will
be paid from the Underwriting Account at no charge to the Portfolios. Defined
Asset Funds can be a cost-effective way to purchase and hold investments. Annual
operating expenses are generally lower than for managed funds. Because Defined
Asset Funds have no management fees, limited transaction costs and no ongoing
marketing expenses, operating expenses are generally less than 0.25% a year.
When compounded annually, small differences in expense ratios can make a big
difference in your investment results.

TAXES
U.S. TAXATION
The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.

As used herein, the term 'U.S. Investor' means an owner of a Unit in the
United Kingdom Portfolio or the Hong Kong Portfolio that (a) is (i) for United
States federal income tax purposes a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or under
the laws of the United States or of any political subdivision thereof, or (iii)
an estate or trust the income of which is subject to United States federal
income taxation regardless of its source, or (b) is not a U.S. Investor under
(a) and whose income from a Unit is effectively connected with such Investor's
conduct of a United States trade or business. The term also includes certain
former citizens of the United States whose income and gain on the Units will be
taxable.

In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

The Portfolios are associations taxable as corporations for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Security in a Portfolio under the grantor trust rules
of Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Code'). Each investor will be considered
to have received all of the dividends paid on his pro rata portion of each
Security when such dividends are received by the Portfolio, regardless of
whether such dividends are used to pay a portion of the Portfolio's
expenses or whether they are automatically reinvested (see Reinvestment
Plan). The amount of the dividend payment will be the U.S. dollar value
based on the exchange rate in effect on the date the dividend payment is
received by the Portfolio.
Dividends considered to have been received by an investor will not
qualify for the dividends-received deduction for corporate investors
because the dividends-received deduction is only available for dividends
received from domestic corporations.
The United Kingdom Portfolio (the 'U.K. Portfolio') will report as gross
income earned by investors their pro rata share of dividends received by
the Portfolio as well as their pro rata share of the associated Tax Credit
Amount, notwithstanding that it is unclear whether U.S. Investors will
receive any refund of U.K. taxes (as described below under 'United Kingdom
Taxation'). Those U.S. Investors who hold Units on the relevant record date
for dividends on the underlying Securities held by the U.K. Portfolio
should be entitled to either a credit or a deduction for foreign taxes
payable with respect to such dividend payments. In addition, IRAs and other
plans addressed below under 'Retirement Plans' should note that they are
not eligible to claim any Treaty Payment (as defined below under 'United
Kingdom Taxation').
An individual investor who itemizes deductions will be entitled to
deduct his pro rata share of fees and expenses paid by the Fund only to the
extent that this amount together with the investor's other miscellaneous
deductions exceeds 2% of his adjusted gross income.

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

A distribution of Securities by the Trustee to an investor (or to his
agent) upon redemption of Units (or an exchange of Units for Securities by
the investor with the Sponsor) will not be taxable to the investor or to
11
<PAGE>

other investors. The redeeming or exchanging investor's basis for such
Securities will equal his basis for the same Securities (previously
represented by his Units) prior to such redemption or exchange, and his
holding period for such Securities will include the period during which he
held his Units. An investor will have a taxable gain or loss, which will be
a capital gain or loss, when the investor (or his agent) sells the
Securities received in redemption for cash, when a redeeming or exchanging
investor receives cash in lieu of fractional shares, when the investor
sells his Units for cash or when the Trustee sells the Securities from the
Portfolio. However, deductions may be disallowed for losses realized by
investors who invest their redemption proceeds in a Portfolio of the Spring
1996 International Series within 30 days of redemption to the extent that
the new securities are substantially identical to the old Securities.
The lower net capital gain tax rate will be unavailable to those
noncorporate investors who, as of the mandatory termination date (or
earlier termination of a Portfolio), have held their units for less than a
year and a day. Similarly, with respect to noncorporate rollover investors,
this lower rate will be unavailable if, as of the beginning of the rollover
period, those investors have held their shares for less than a year and a
day. The deduction of capital losses is subject to limitations.

Under the income tax laws of the State and City of New York, the
Portfolios are not associations taxable as corporations and the income of
the Portfolios will be treated as the income of the investors in the same
manner as for Federal income tax purposes.
The foregoing discussion relates only to the tax treatment of U.S.
investors with regard to Federal and certain aspects of New York State and
City income taxes. Investors may be subject to taxation in New York or in
other jurisdictions and should consult their own tax advisors in this
regard.
* * * *

The foregoing discussion relates only to U.S. investors (as defined above).
Since both Portfolios hold Securities of non-U.S. issuers, it is expected that
income earned by investors who are not U.S. investors ('non-U.S. investors')
will not be treated as U.S.-source income and should not be subject to any U.S.
withholding tax.
At the termination of the Portfolios, the Trustee will furnish to each
investor an annual statement containing information relating to the dividends
received by the Portfolio on the Securities, the gross proceeds received by the
Portfolio from the disposition of any Security (resulting from redemption or the
sale by the Portfolio of any Security), and the fees and expenses paid by the
Portfolio. The Trustee will also furnish annual information returns to each
investor and to the Internal Revenue Service.
FOREIGN TAXATION
UNITED KINGDOM TAXATION

Tax Consequences of Ownership of Ordinary Shares. In the opinion of
Linklaters & Paines, the Sponsors' London special counsel, based on the
description of the Fund in the Prospectus and on representations made by special
U.S. counsel to the Sponsors, this summary accurately describes the U.K. tax
consequences to U.S. investors of Units of the U.K. Portfolio. This summary is
based upon current U.S. law, U.K. law, U.K. Inland Revenue practice, the
U.S./U.K. Double Tax Treaty (the 'Treaty') and the U.S./U.K. estate and gift
taxes convention (the 'Estate Tax Treaty'). The summary is a general guide only
and is subject to any changes in the aforesaid after the date of this Prospectus
(including changes on a retroactive basis) which may affect the tax analysis
described. Accordingly, investors should consult their U.K. tax advisors as to
the U.K. tax consequences of owning Units of the U.K. Portfolio applicable to
their circumstances.
Taxation of Dividends. Subject to the following paragraph, a U.K. resident
who receives a dividend from a U.K. corporation is generally entitled to a tax
credit, which is either offset against U.K. tax liabilities, or, in certain
circumstances, repaid. Under the Treaty, a U.S. Investor may be entitled to
repayment of the tax credit, but such repayment is subject to 15% withholding
tax on the sum of the dividend and the credit. The credit is equal to one
quarter of the dividend (the 'Tax Credit Amount'). Although a U.S. Investor who
held shares directly in a U.K. corporation could generally claim a refund of
part of the Tax Credit Amount attributable to the dividend (a 'Treaty Payment'),
the ability of a U.S. Investor in the U.K. Portfolio to claim a Treaty Payment
is unclear. The Trustee will make no claims for Treaty Payments on behalf of
Investors and will incur no further
12
<PAGE>
expenses in assisting Investors in this
respect. In the absence of the Trustee's cooperation, Investors who are U.S.
persons may not in practice be able to claim a Treaty Payment from the U.K.
Inland Revenue.
A U.K. company may elect for a dividend to be a 'foreign income dividend'
rather than an ordinary dividend. No tax credits are attributable to such
foreign income dividends.
Taxation of Capital Gains. U.S. Investors who are neither resident nor
ordinarily resident in the U.K. will not be liable for U.K. tax on gains arising
on the disposal of Units unless the Units are used, held or acquired for the
purposes of a trade, profession or vocation carried on in the U.K. through a
permanent establishment or fixed base as defined in the Treaty.
A U.S. Investor who is liable for both U.K. and U.S. tax on such gains will
generally be entitled to credit the U.K. tax against its U.S. federal income tax
liability in respect of such gains.
U.K. Inheritance Tax. Individual investors who are domiciled in the U.S.
(as defined by the Estate Tax Treaty) and who are not U.K. nationals (as defined
by the Estate Tax Treaty) will generally not be subject to U.K. inheritance tax
on death or on lifetime gifts of such Units provided that any applicable U.S.
federal gift or estate tax is paid, unless the Units are part of the business
property of U.K. permanent establishments or pertain to U.K. fixed bases used
for the performance of personal services. Where the Units have been settled on
trust, the Units will generally not be subject to U.K. inheritance tax unless
the settlor, at the time of settlement, was not domiciled in the U.S. or was a
U.K. national. In the exceptional case where Units are subject to both U.K.
inheritance tax and to U.S. federal gift or estate tax, the Estate Tax Treaty
generally provides for U.K. tax paid to be credited against U.S. tax paid or for
tax paid in the U.S. to be credited against tax payable in the U.K.
* * *

The aforesaid discussion addresses the U.K. tax consequences of Units of
the U.K. Portfolio held by U.S. Investors only. For the U.S. tax consequences,
to U.S. Investors, see U.S. Taxation. The discussion does not address the tax
consequences for non-U.S. investors who should consult their own tax advisers in
this respect.
HONG KONG TAXATION
The Sponsors have been advised by Hong Kong counsel that the following
summary accurately describes the Hong Kong tax consequences under existing law
to all investors of Units of the Hong Kong Portfolio ('Hong Kong Trust'). This
discussion is for general purposes only and assumes that the investor is not
carrying on a trade, profession or business in Hong Kong and has no profits
arising in or derived from Hong Kong in respect of the carrying on of such
trade, profession or business. Investors should consult their tax advisors as to
the Hong Kong tax consequences of ownership of the Units of the Hong Kong
Portfolio applicable to their particular circumstances.
Taxation of Dividends. Amounts in respect of dividends paid to investors of
Units of the Hong Kong Trust are not taxable and therefore will not be subject
to the deduction of any withholding tax.
Profits Tax. An investor of Units of the Hong Kong Portfolio (other than a
person carrying on a trade, profession or business in Hong Kong) will not be
subject to profits tax on any gain or profits made on the realization or other
disposal of his units.
Hong Kong Estate Duty. Units of the Hong Kong Portfolio will not give rise
to a liability to Hong Kong estate duty.
* * *
The foregoing discussion addresses only the Hong Kong tax consequences to
investors of Units in the Hong Kong Portfolio. The taxation of non-U.S.
investors in their own countries of residence as a result of their ownership,
sale, exchange or other disposition of Units in the Hong Kong Portfolio will be
governed by the internal tax laws of the countries of residence of the non-U.S.
investors. Accordingly, non-U.S. investors should consult their tax advisors in
this regard.

RETIREMENT PLANS
This Series of Equity Income Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described
13
<PAGE>

below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from Federal taxation. All distributions from such plans are generally
treated as ordinary income but may, in some cases, be eligible for special 5 or
10 year averaging or tax-deferred rollover treatment. Investors holding IRAs,
Keogh plans and other tax-deferred retirement plans should consult their plan
custodian as to the appropriate disposition of distributions. Investors
considering participation in any of these plans should review specific tax laws
related thereto and should consult their attorneys or tax advisors with respect
to the establishment and maintenance of any of these plans. These plans are
offered by brokerage firms, including the Sponsor of this Fund, and other
financial institutions. Fees and charges with respect to such plans may vary.
Retirement Plans for the Self-Employed--Keogh Plans. Units may be purchased
by retirement plans established for self-employed individuals, partnerships or
unincorporated companies ('Keogh plans'). The assets of a Keogh plan must be
held in a qualified trust or other arrangement which meets the requirements of
the Code. Keogh plan participants may also establish separate IRAs (see below)
to which they may contribute up to an additional $2,000 per year ($2,250 in a
spousal account).
Individual Retirement Account--IRA. Any individual can establish an IRA or
make use of a qualified IRA arrangement for the purchase of Units of the Fund.
Any individual (including one covered by an employer retirement plan) can make a
contribution in an IRA equal to the lesser of $2,000 ($2,250 in a spousal
account) or 100% of earned income; the investment must be made in cash. However,
the deductible amount an individual may contribute will be reduced if the
individual or the individual's spouse is covered by an employer maintained
retirement plan and the individual's adjusted gross income exceeds $25,000 (in
the case of a single individual), $40,000 (in the case of married individuals
filing a joint return) or $200 (in the case of a married individual filing a
separate return). Certain transactions which are prohibited under Section 408 of
the Code will cause all or a portion of the amount in an IRA to be deemed to the
distributed and subject to tax at that time. Unless nondeductible contributions
were made in 1987 or a later year, all distributions from an IRA will be treated
as ordinary income but generally are eligible for tax-deferred
rollover treatment. Taxable distributions made before attainment of age 59 1/2,
except in the case of the participant's death or disability or where the amount
distributed is part of a series of substantially equal periodic (at least
annual) payments that are to be made over the life expectancies of the
participant and his or her beneficiary, are generally subject to a surtax in an
amount equal to 10% of the distribution.
Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.
RECORDS AND REPORTS

Each Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Portfolio,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.
With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of a
Portfolio, the Trustee sends each investor of record a statement summarizing
transactions in the Portfolio's accounts including amounts distributed from
them, identifying Securities sold and purchased and listing Securities held and
the number of Units outstanding at termination and stating the Redemption Price
per 1,000 Units at termination, and the fees and expenses paid by the Portfolio,
among other matters. Portfolio accounts may be audited by independent
accountants selected by the Sponsors and any report of the accountants will be
available from the Trustee on request.
TRUST INDENTURE
Each Portfolio is a 'unit investment trust' created under New York law by a
Trust Indenture among the Sponsors and the Trustee. This Prospectus summarizes
various provisions of the Indentures, but each statement is qualified in its
entirety by reference to the Indentures.
An Indenture may be amended by the Sponsors and the Trustee without consent
by investors to cure ambiguities or to correct or supplement any defective or
inconsistent provision, to make any amendment required by the SEC or other
governmental agency or to make any other change not materially adverse to the
interest of investors (as determined in good faith by the Sponsors). An
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor
14
<PAGE>
in a Portfolio
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.
The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.
Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains. A new Sponsor may be appointed by the remaining Sponsors and
the Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indentures and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.
The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indentures contain customary
provisions limiting the liability of the Trustee.

MISCELLANEOUS

LEGAL OPINION
The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.
AUDITORS

The Statements of Condition in Part A of the Prospectus were audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.

TRUSTEE
Each Trustee and its address are stated on the back cover of the
Prospectus. The Trustee is subject to supervision by the Federal Deposit
Insurance Corporation, the Board of Governors of the Federal Reserve System and
either the Comptroller of the Currency or state banking authorities.
SPONSORS
The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of the Prudential Insurance Company of America;
Dean Witter Reynolds, Inc., a principal operating subsidiary of Dean Witter
Discover & Co. and PaineWebber Incorporated, a wholly-owned subsidiary of
PaineWebber Group Inc. Each Sponsor, or one of its predecessor corporations, has
acted as Sponsor of a number of series of unit investment trusts. Each Sponsor
has acted as principal underwriter and managing underwriter of other investment
companies. The Sponsors, in addition to participating as members of various
selling groups or as agents of other investment companies, execute orders on
behalf of investment companies for the purchase and sale of securities of these
companies and sell securities to these companies in their capacities as brokers
or dealers in securities.
15
<PAGE>

PUBLIC DISTRIBUTION
During the initial offering period and thereafter to the extent additional
Units continue to be offered for sale to the public by means of this Prospectus,
Units will be distributed directly to the public by this Prospectus at the
Public Offering Price determined in the manner provided above. The Sponsors
intend to qualify Units for sale in all states in which qualification is deemed
necessary through the Underwriting Account and by dealers who are members of the
National Association of Securities Dealers, Inc. The Sponsors do not intend to
qualify Units for sale in any foreign countries and this Prospectus does not
constitute an offer to sell Units in any country where Units cannot lawfully be
sold.
UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters, which are listed on the back
cover of the Prospectus, will be entitled to receive sales charges; each
Underwriters' interest in the Underwriting Account will depend on the number of
Units acquired through the issuance of additional Units. The Sponsors also
realize a profit or loss on deposit of the Securities equal to the difference
between the cost of the Securities to the Fund (based on the aggregate value of
the Securities on their date of deposit) and the purchase price of the
Securities to the Sponsors plus commissions payable by the Sponsors. In
addition, a Sponsor or Underwriter may realize profits or sustain losses on
Securities it deposits in the Fund which were acquired from underwriting
syndicates of which it was a member. During the initial offering period, the
Underwriting Account also may realize profits or sustain losses as a result of
fluctuations after the initial date of deposit in the Public Offering Price of
the Units. In maintaining a secondary market for Units, the Sponsors will also
realize profits or sustain losses in the amount of any difference between the
prices at which they buy Units and the prices at which they resell these Units
(which include the sales charge) or the prices at which they redeem the Units.
Cash, if any, made available by buyers of Units to the Sponsors prior to a
settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.

DEFINED ASSET FUNDS
For decades informed investors have purchased unit investment trusts for
dependability and professional selection of investments. Defined Asset Funds'
philosophy is to allow investors to 'buy with knowledge' (because, unlike
managed funds, the portfolio is relatively fixed) and 'hold with confidence'
(because the portfolio is professionally selected and regularly reviewed).
Defined Asset Funds offers an array of simple and convenient investment choices,
suited to fit a wide variety of personal financial goals--a buy and hold
strategy for capital accumulation, such as for children's education or
retirement, or attractive, regular current income consistent with the
preservation of principal. Unit investment trusts are particularly suited for
the many investors who prefer to seek long-term profits by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
Your investment objectives may call for a combination of Defined Asset Funds.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.
EXCHANGE OPTION
You may exchange Fund Units for units of other Select Ten Portfolios
subject only to the remaining deferred sales charge on the units received. You
may exchange your units of any Select Ten Portfolio, of any other Defined Asset
Fund with a regular maximum sales charge of at least 3.50%, or of any
unaffiliated unit trust with a regular maximum sales charge of at least 3.0%,
for Units of this Fund at their relative net asset values, subject only to a
reduced sales charge, or to any remaining Deferred Sales Charge, as applicable.

16
<PAGE>

To make an exchange, you should contact your financial professional to find
out what suitable exchange funds are available and to obtain a prospectus. You
may acquire units of only those exchange funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. Except for the reduced sales charge, an exchange is a taxable
event normally requiring recognition of any gain or loss on the units exchanged.
However, the Internal Revenue Service may seek to disallow a loss if the
portfolio of the units acquired is not materially different from the portfolio
of the units exchanged; you should consult your own tax advisor. If the proceeds
of units exchanged are insufficient to acquire a whole number of exchange fund
units, you may pay the difference in cash (not exceeding the price of a single
unit acquired).
As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.
SUPPLEMENTAL INFORMATION
Upon written or telephonic request to the Trustee shown on the back cover
of this Prospectus, investors will receive without charge supplemental
information about a Portfolio, which has been filed with the SEC. The
supplemental information includes more detailed risk factor disclosure about the
types of securities that may be part of the Portfolio and general information
about the structure and operation of the Fund.

<PAGE>

Def ined
Asset FundsSM

SPONSORS AND UNDERWRITERS: EQUITY INCOME FUND
Merrill Lynch, SELECT TEN PORTFOLIO
Pierce, Fenner & Smith IncorporatedSPRING 1995 INTERNATIONAL SERIES
Defined Asset Funds
P.O. Box 9051
Princeton, N.J. 08543-9051 Units of this Fund may no longer be available
(609) 282-8500 and therefore information contained herein
Smith Barney Inc. may be subject to amendment. A registration
Unit Trust Department statement relating to securities of a future
388 Greenwich Street--23rd Floor series has been filed with the Securities and
New York, NY 10013 Exchange Commission. These securities may not
1-800-223-2532 be sold nor may offers to buy be accepted
PaineWebber Incorporated prior to the time the registration statement
1200 Harbor Blvd. becomes effective. For more complete
Weehawken, N.J. 07087 information about a future series, including
(201) 902-3000 additional information on charges and
Prudential Securities Incorporated expenses, please call or write one of the
One Seaport Plaza Sponsors listed here for a prospectus. Read
199 Water Street the prospectus before you invest or send
New York, N.Y. 10292 money.
(212) 776-1000 ------------------------------
Dean Witter Reynolds Inc. This Prospectus does not contain all of the
Two World Trade Center--59th Floor information with respect to the investment
New York, N.Y. 10048 company set forth in its registration
(212) 392-2222 statement and exhibits relating thereto which
TRUSTEE FOR THE UNITED KINGDOM have been filed with the Securities and
PORTFOLIO: Exchange Commission, Washington, D.C. under
The Chase Manhattan Bank, N.A. the Securities Act of 1933 and the Investment
(a National Banking Association) Company Act of 1940, and to which reference
Defined Asset Funds is hereby made.
Box 2051, New York, NY 10081 ------------------------------
1-800-323-1508 No person is authorized to give any
TRUSTEE FOR THE HONG KONG information or to make any representations
PORTFOLIO: with respect to this investment company not
The Bank of New York contained in this Prospectus; and any
(a New York Banking Corporation) information or representation not contained
P.O. Box 974 herein must not be relied upon as having been
Wall Street Station authorized. This Prospectus shall not
New York, N.Y. 10268-0974 constitute an offer to sell or the
1-800-221-7771 solicitation of an offer to buy nor shall
there be any sale of these securities in any
State in which such offer, solicitation or
sale would be unlawful prior to registration
or qualification under the securities laws of
any such State.

15100--5/95

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

A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.

<TABLE><CAPTION>
SEC FILE OR
IDENTIFICATION DATE
NUMBER FILED
----------------------------------------
<S> <C> <C>
I. Bonding Arrangements and Date of Organization of the
Depositors filed pursuant to Items A and B of
Part II of the Registration Statement on Form
S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-52691 1/17/95
Smith Barney Inc. .............................. 33-29106 6/29/89
PaineWebber Incorporated........................ 2-87965 11/18/83
Prudential Securities Incorporated.............. 2-61418 4/26/78
Dean Witter Reynolds Inc. ...................... 2-60599 1/4/78
II. Information as to Officers and Directors of the
Depositors filed pursuant to Schedules A and D
of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 8-7221 5/26/94, 6/29/92
Smith Barney Inc. .............................. 8-8177 8/29/94, 8/2/93
PaineWebber Incorporated........................ 8-16267 4/20/94, 7/31/86
Prudential Securities Incorporated.............. 8-27154 6/30/94, 6/20/88
Dean Witter Reynolds Inc. ...................... 8-14172 2/23/94, 4/9/91
III. Charter documents of the Depositors filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549 9/22/81, 6/15/82
Smith Barney Inc. .............................. 33-20499 3/30/88
PaineWebber Incorporated........................ 2-87965, 2-87965 11/18/83
Prudential Securities Incorporated.............. 2-52947 3/4/75
Dean Witter Reynolds Inc. ...................... 2-60599 1/4/78
B. The Internal Revenue Service Employer Identification
Numbers of the Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 13-5674085
Smith Barney Inc. .............................. 13-1912900
PaineWebber Incorporated........................ 13-2638166
Prudential Securities Incorporated.............. 22-2347336
Dean Witter Reynolds Inc. ...................... 94-0899825
The Chase Manhattan Bank, N.A., Trustee......... 13-2633612
The Bank of New York, Trustee................... 13-4941102

</TABLE>

The Sponsors undertake that they will not make any amendment to the
Supplement to this Registration Statement which includes material changes
without submitting the amendment for Staff review prior to distribution.

II-1
<PAGE>
SERIES OF EQUITY INCOME FUND,
INTERNATIONAL INCOME FUND,
CORPORATE INCOME FUND
AND DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Equity Income Fund, Index Series, S&P 500 Trust 2 and S&P
Midcap Trust................................................ 33-44844
Equity Income Fund, Investment Philosophy Series 1991
Selected Industrial Portfolio............................... 33-39158
Equity Income Fund, Group One Overseas Index Fund Series 1
and 2....................................................... 33-05654
Equity Income Fund, Select Ten Portfolio--1995 Winter
Series...................................................... 33-55811
International Bond Fund, Australian and New Zealand Dollar
Bonds Series 19............................................. 33-15393
International Bond Fund, Australian and New Zealand Third
Short-Term Series........................................... 33-13200
International Bond Fund, Fourteenth Multi-Currency Series... 33-04447
Corporate Income Fund, First Short-Term Sterling Series..... 2-93990
Defined Asset Funds Municipal Insured Series................ 33-54565

CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:
The facing sheet of Form S-6.
The Cross-Reference Sheet (incorporated by reference from the
Cross-Reference Sheet of the Registration Statement of Defined Asset Funds
Municipal Insured Series, 1933 Act File No. 33-54565).
The Prospectus.
Additional Information not included in the Prospectus (Part II).
The following exhibits:

1.1 --Form of Trust Indenture (incorporated by reference to Exhibit 1.1 of
the Registration Statement of Equity Income Fund, Select Ten
Portfolio--1994 Winter Series, 1933 Act File No. 33-51049).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective as of October
21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
Registration Statement of Municipal Investment Trust Fund, Multistate
Series-48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by reference
to Exhibit 1.2 to the Registration Statement under the Securities Act
of 1933 of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
3.1 --Opinion of counsel as to the legality of the securities being issued
including their consent to the use of their name under the headings
'Taxes' and 'Miscellaneous--Legal Opinion' in the Prospectus.
5.1 --Consent of independent accountants.
9.1 --Information Supplement (incorporated by reference to the Registration
Statement of Equity Income Fund Select Ten Portfolio--1995 Spring
Series (1933 Act File No. 33-55807).

R-1
<PAGE>
SIGNATURES
The registrant hereby identifies the series numbers of Equity Income Fund,
International Bond Fund, Corporate Income Fund and Defined Asset Funds Municipal
Insured Series listed on page R-1 for the purposes of the representations
required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;
2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential financial information
for, the series with respect to which this registration statement is
being filed, this registration statement does not contain disclosures
that differ in any material respect from those contained in the
registration statements for such previous series as to which the
effective date was determined by the Commission or the staff; and
3) That it has complied with Rule 460 under the Securities Act of 1933.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 9TH DAY OF MAY,
1995.

SIGNATURES APPEAR ON PAGE R-3, R-4, R-5, R-6 AND R-7.
A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
A majority of the members of the Board of Directors of Dean Witter
Reynolds Inc. has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 33-43466

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By
ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)
R-3
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Number:
33-49753 and
33-55073

STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
JEFFREY LANE
JACK L. RIVKIN
By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)
R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors Number: 33-55073
of PaineWebber Incorporated:

PAUL B. GUENTHER
DONALD B. MARRON
JOSEPH J. GRANO, JR.
LEE FENSTERSTOCK
By
ROBERT E. HOLLEY
(As authorized signatory for PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)
R-5
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following 1933
the Board of Directors of Prudential Act File Number: 33-41631
Securities
Incorporated:

ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By
RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons listed above)
R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form
the Board of Directors of Dean Witter SE and the following 1933 Act File
Reynolds Inc.: Number:
33-17085

NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)
R-7

EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
MAY 9, 1995
DEFINED ASSET FUNDS EQUITY INCOME FUND,
SELECT TEN PORTFOLIO--SPRING 1995 INTERNATIONAL SERIES
(UNITED KINGDOM AND HONG KONG PORTFOLIOS)
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PRUDENTIAL SECURITIES INCORPORATED
PAINEWEBBER INCORPORATED
DEAN WITTER REYNOLDS INC.
C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, N.J. 08543-9051
(609) 282-8500
Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Defined Asset Funds Equity Income Fund, Select Ten Portfolio--Spring 1995
International Series (United Kingdom and Hong Kong Portfolios) (the 'Fund'), in
connection with the issuance of units of fractional undivided interest in the
Fund (the 'Units') in accordance with the Trust Indentures relating to the Fund
(the 'Indentures').

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

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

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

Very truly yours,

DAVIS POLK & WARDWELL

EXHIBIT 5.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Sponsors and Trustee of Defined Asset Funds Equity Income Fund, Select Ten
Portfolio--Spring 1995 International Series (United Kingdom and Hong Kong
Portfolios):

We hereby consent to the use in this Registration Statement No. 33-55809 of our
opinion dated May 9, 1995, relating to the Statements of Condition of Defined
Asset Funds Equity Income Fund, Select Ten Portfolio--Spring 1995 International
Series (United Kingdom and Hong Kong Portfolios) and to the reference to us
under the heading 'Auditors' in the Prospectus which is a part of this
Registration Statement.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 9, 1995

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<PERIOD-END> MAY-9-1995
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