FIRST TRUST SPECIAL SITUATIONS TRUST SER 120, S-6EL24, 1995-06-29

FIRST TRUST SPECIAL SITUATIONS TRUST SER 120
S-6EL24, 1995-06-29

Previous: PUTNAM GROWTH & INCOME FUND II, DEFA14A, 1995-06-29

Next: DEAN WITTER GLOBAL ASSET ALLOCATION FUND, 485BPOS, 1995-06-29

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

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

A. Exact Name of Trust: THE FIRST TRUST SPECIAL
SITUATIONS TRUST, SERIES 120

B. Name of Depositor: NIKE SECURITIES L.P.

C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532

D. Name and Complete Address of
Agents for Service: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532

E. Title and Amount of
Securities Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.

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

G. Amount of Filing Fee
(as required by Rule 24f-2): $500.00

H. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.

The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120

Cross-Reference Sheet

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

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

I. ORGANIZATION AND GENERAL INFORMATION

1. (a) Name of trust Prospectus front cover
(b) Title of securities issued Summary of Essential
Information

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

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

4. Name and address of Underwriting
principal underwriters

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

6. Execution and termination The First Trust Special
of trust agreement Situations Trust; Other
Information

7. Changes of name *

8. Fiscal Year *

9. Litigation *

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

10. (a) Registered or bearer Rights of Unit Holders
securities

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

(d) Conversion, transfer, etc. Rights of Unit Holders

(e) Periodic payment plan
certificates *

(f) Voting rights Rights of Unit Holders;
Other Information

(g) Notice of certificate- Rights of Unit Holders;
holders Other Information

(h) Consents required Rights of Unit Holders;
Other Information

(i) Other provisions The First Trust Special
Situations Trust

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

12. Certain information
regarding periodic payment
plan certificates *

13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The First Trust
Special Situations Trust

(b) Certain information
regarding periodic payment
plan certificates *

(d) Difference in price offered Public Offering
for any class of transactions
to any class or group of
individuals

(e) Certain other load fees, Rights of Unit Holders
expenses, etc. payable by
holders

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

(g) Ratio of annual charges to
income *

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

15. Receipt and handling of
payments from purchasers *

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

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

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

(b) Reinvestment of
distributions Rights of Unit Holders

(d) Schedule of distributions *

19. Records, accounts and
reports Rights of Unit Holders

20. Certain miscellaneous
provisions of trust
agreement

(a) Amendment Other Information

(b) Termination Other Information

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

21. Loans to security holders *

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

23. Bonding arrangements Contents of Registration
Statement

24. Other material provisions
of trust agreement *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

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

26. Fees received by depositor *

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

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

29. Voting securities of *
depositor

30. Persons controlling *
depositor

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

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

33. Remuneration of other *
persons for certain
services rendered to trust

34. Remuneration of other *
persons for certain services
rendered to trust

IV. DISTRIBUTION AND REDEMPTION

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

36. Suspension of sales of
trust's securities *

37. Revocation of authority
to distribute *

38. (a) Method of distribution Public Offering

(b) Underwriting agreements Public Offering;
Underwriting

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

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

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

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

(b) Branch offices of
principal underwriters *

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

43. Certain brokerage
commissions received
by principal underwriters *

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

(b) Schedule as to offering
price *

45. Suspension of redemption
rights *

46. (a) Redemption Valuation Rights of Unit Holders

(b) Schedule as to redemption
price *

47. Maintenance of position Public Offering; Rights
in underlying securities of Unit Holders

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

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

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

50. Trustee's lien The First Trust Special
Situations Trust

VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES

51. Insurance of holders of *
trust's securities

VII. POLICY OF REGISTRANT

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

(b) Transactions involving
elimination of underlying
securities *

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

(d) Fundamental policy not
otherwise covered *

53. Tax status of Trust The First Trust Special
Situations Trust

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during
last ten years *

55. Certain information regarding
periodic payment plan
certificates

56. Certain information regarding
periodic payment plan
certificates

57. Certain information regarding *
periodic payment plan
certificates

58. Certain information regarding
periodic payment plan
certificates

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

__________________________
* Inapplicable, answer negative or not required.

SUBJECT TO COMPLETION, DATED JUNE 29, 1995

Marquis Value Equity & Treasury Securities Trust, Series 1

The Trust. The First Trust (registered trademark) Special Situations
Trust, Series 120 (the "Trust") is a unit investment trust consisting
of a portfolio of zero coupon U.S. Treasury bonds and shares of
Marquis Funds Value Equity Fund (the "Fund"). The Fund is an open-end,
diversified management investment company, commonly known as a
mutual fund.

The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in zero coupon
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential long-term capital appreciation by investing a portion
of the Trust's portfolio in shares of Marquis Funds Value Equity
Fund. Collectively the Treasury Obligations and the Fund shares
are referred to herein as the "Securities." The Fund's investment
objective is long-term capital appreciation. In seeking its objective,
the Fund will invest primarily in equity securities of established
companies that have a market capitalization in excess of $500
million and have the potential for capital appreciation. The Fund
may invest in equity securities of foreign issuers traded in the
United States, including American Depositary Receipts (ADRs).
THE FUND'S TECHNIQUES MAY BE CONSIDERED SPECULATIVE INVESTMENT
METHODS AND INCREASE RISKS AND COSTS TO THE FUND. ALSO, THE FUND
MAY PURCHASE EQUITY SECURITIES THAT ARE VOLATILE AND MAY FLUCTUATE
IN VALUE MORE THAN OTHER TYPES OF INVESTMENTS. SEE "WHAT IS MARQUIS
FUNDS VALUE EQUITY FUND?-RISK FACTORS." The Treasury Obligations
evidence the right to receive a fixed payment at a future date
from the U.S. Government and are backed by the full faith and
credit of the U.S. Government. The guarantee of the U.S. Government
does not apply to the market value of the Treasury Obligations
or the Units of the Trust, whose net asset value will fluctuate
and, prior to maturity, may be worth more or less than a purchaser's
acquisition cost. This Trust is intended to achieve its objective
over the life of the Trust and as such is best suited for those
investors capable of holding Units to maturity. There is, of course,
no guarantee that the objective of the Trust will be achieved.
See "Portfolio."

UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY BANK, AND UNITS ARE NOT FEDERALLY INSURED OR OTHERWISE
PROTECTED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION AND INVOLVE
INVESTMENT RISK INCLUDING LOSS OF PRINCIPAL.

The Trust has a mandatory termination date ("Mandatory Termination
Date" or "Trust Ending Date") as set forth under "Summary of Essential
Information."

Each Unit of the Trust represents an undivided fractional interest
in all the Securities deposited in the Trust. The Trust has been
organized so that purchasers of Units should receive, at the termination
of the Trust, an amount per Unit at least equal to $11.00 (which
is equal to the per Unit value upon maturity of the Treasury Obligations),
even if the Trust never paid a dividend and the value of the underlying
Fund shares were to decrease to zero, which the Sponsor considers
highly unlikely. This feature of the Trust provides Unit holders
who purchase Units at a price of $11.00 or less per Unit with
total principal protection, including any sales charges paid,
although they might forego any earnings on the amount invested.
To the extent that Units are purchased at a price less than $11.00
per Unit, this feature may also provide a potential for capital
appreciation. As a result of the volatile nature of the market
for zero coupon U.S. Treasury bonds, Units sold

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

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE 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 STATE.

First National Bank of Commerce in New Orleans

Placement Agent

The date of this Prospectus is , 1995

Page 1

or redeemed prior to maturity will fluctuate in price and the
underlying Treasury Obligations may be valued at a price greater
or less than their value as of the Initial Date of Deposit. UNIT
HOLDERS DISPOSING OF THEIR UNITS PRIOR TO THE MATURITY OF THE
TRUST MAY RECEIVE MORE OR LESS THAN $10.00 PER UNIT, DEPENDING
ON MARKET CONDITIONS ON THE DATE UNITS ARE SOLD OR REDEEMED.

The Treasury Obligations deposited in the Trust on the Initial
Date of Deposit will mature on (the
"Treasury Obligations Maturity Date"). The Treasury Obligations
in the Trust have a maturity value equal to or greater than the
aggregate Public Offering Price (which includes the sales charge)
of the Units of the Trust on the Initial Date of Deposit. The
Fund shares deposited in the Trust's portfolio have no fixed maturity
date and the net asset value of the shares will fluctuate. See
"Portfolio."

The Sponsor may, from time to time during a period of approximately
360 days after the Initial Date of Deposit, also deposit additional
Securities in the Trust, provided it maintains the original percentage
relationship between the Treasury Obligations and Fund shares
in the Trust's portfolio. Such deposits of additional Securities
will, therefore, be done in such a manner that the maturity value
of each Unit should always be an amount at least equal to $11.00,
plus the then current net asset value of the Fund shares represented
by each Unit. See "What is Marquis Value Equity & Treasury Securities
Trust?" and "How May Securities be Removed from the Trust?" The
Trust will automatically terminate shortly after the maturity
of the Treasury Obligations deposited therein.

Public Offering Price. The Public Offering Price per Unit of the
Trust during the initial offering period is equal to a pro rata
share of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares in the Trust plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of the Trust, plus a maximum sales charge of 4.5% (equivalent
to 4.712% of the net amount invested). The secondary market Public
Offering Price per Unit will be based upon a pro rata share of
the bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust plus or minus a pro rata share
of cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 4.5% (equivalent to 4.712% of the
net amount invested). The minimum purchase is $1,000. The sales
charge is reduced on a graduated scale for sales involving at
least 5,000 Units. See "How is the Public Offering Price Determined?"

Income and Capital Distributions. Distributions of net income,
if any, other than amortized discount, will be made at least annually.
Distributions of realized capital gains, if any, received by the
Trust, will be made whenever the Fund makes such a distribution.
Any distribution of income and/or capital will be net of the expenses
of the Trust. INCOME WITH RESPECT TO THE ACCRUAL OF ORIGINAL ISSUE
DISCOUNT ON THE TREASURY OBLIGATIONS WILL NOT BE DISTRIBUTED CURRENTLY,
ALTHOUGH UNIT HOLDERS WILL BE SUBJECT TO FEDERAL INCOME TAX AT
ORDINARY INCOME RATES AS IF A DISTRIBUTION HAD OCCURRED. See "What
is the Federal Tax Status of Unit Holders?" Additionally, upon
termination of the Trust, the Trustee will distribute, upon surrender
of Units for redemption, to each Unit holder his or her pro rata
share of the Trust's assets, less expenses, in the manner set
forth under "Rights of Unit Holders-How are Income and Capital
Distributed?"

Reinvestment. Each Unit holder will, unless he or she elects to
receive cash payments, have distributions of principal (including,
if elected by Unit holders, the proceeds received upon the maturity
of the Treasury Obligations in the Trust at termination) and income
earned by the Trust, automatically invested in shares of the Fund
(if Fund shares are registered in the Unit holder's state of residence)
in the name of the Unit holder. Such distributions (including,
if elected by Unit holders, the proceeds received upon the maturity
of the Treasury Obligations in the Trust at termination) will
be reinvested without a sales charge to the Unit Holder on each
applicable distribution date. See "Rights of Unit Holders-How
Can Distributions to Unit Holders be Reinvested?"

Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor may maintain a
market for Units of the Trust and offer to resell such Units at
prices which are based on the aggregate bid side evaluation of
the Treasury Obligations and the aggregate net asset value of
the Fund shares in the Trust plus or minus a pro rata share of
cash, if any, in the Capital and Income Accounts of the Trust
plus a maximum sales charge of 4.5% (equivalent to 4.712% of the
net amount invested). If a secondary market is maintained during
the initial offering period, the prices at which Units will be
repurchased will be based upon the aggregate offering side evaluation
of the Treasury Obligations and the aggregate net asset value
of the Fund shares in the Trust. If a secondary market is not
maintained, a Unit holder may redeem

Page 2

Units through redemption at prices based upon the aggregate bid
price of the Treasury Obligations plus the aggregate net asset
value of the Fund shares in the Trust plus or minus a pro rata
share of cash, if any, in the Capital and Income Accounts of the
Trust. See "Rights of Unit Holders-How May Units be Redeemed?"

Risk Factors. An investment in the Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the Securities
which make up the Trust or the general condition of the stock
market, volatile interest rates, economic recession, currency
exchange fluctuations, foreign withholding, and differences between
domestic and foreign legal, auditing, brokerage and economic standards.
The Trust is not actively managed and Securities will not be sold
by the Trust to take advantage of market fluctuations or changes
in anticipated rates of appreciation. See "What are the Fund's
Investment Policies?-Risk Factors."

Page 3

Summary of Essential Information

As of the Close of Business on , 1995, the
Business Day Immediately Preceding the Initial
Date of Deposit of the Securities- , 1995

Sponsor: Nike Securities L.P.
Trustee: United States Trust Company of New York
Evaluator: FT Evaluators L.P.

General Information
<S> <C>
Aggregate Maturity Value of Treasury Obligations Initially Deposited $
Aggregate Number of Shares of the Marquis Value Equity
Fund Initially Deposited
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price per Unit
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Securities per Unit $
Sales Charge 4.5% (4.712% of the net amount invested) $
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on bid price evaluation of underlying
Treasury Obligations and net asset value of the Fund shares)
$ less than Public Offering Price per Unit;
$ less than Sponsor's Initial Repurchase Price per Unit (3) $
</TABLE>

CUSIP Number
First Settlement Date , 1995
Treasury Obligations Maturity Date
Mandatory Termination Date
Trustee's Annual Fee $0.0090 per Unit outstanding.
Evaluator's Annual Fee $0.0020 per $10.00 principal amount
of Treasury Obligations. Evaluations
for purposes of sale, purchase
or redemption of Units are made as
of the close of regular trading
(generally 4:00 p.m., eastern standard
time) on the New York Stock Exchange
("NYSE") on each day on which the
NYSE is open.
Supervisory Fee (4) Maximum of $0.0035 per Unit
outstanding annually payable to
an affiliate of the Sponsor.
Estimated Annual Organizational
Expenses per Unit (5) $
Estimated Marquis Funds Value
Equity Fund Expenses (6) $ per Unit.
Record Date As soon as practicable after the
Fund's ex-dividend date.
Distribution Date As soon as practicable after the
Fund's distribution date.

[FN]
________________________________
(1) The shares of the Fund are valued at their net asset value.
The Treasury Obligations are valued at their aggregate offering
side evaluation.

(2) The Public Offering Price as shown reflects the value of
the Securities at the close of business on the business day prior
to the Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Securities will be
deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. eastern standard time and sold
to investors at a Public Offering Price per Unit based on this
valuation.

(3) See "How May Units be Redeemed?"

(4) The Sponsor will also be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of
$.0010 per Unit.

(5) The Trust (and therefore Unit holders) 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 Securities and Exchange
Commission and states, the initial audit of each Trust portfolio
and the initial fees and expenses of the Trustee but not including
the expenses incurred in the printing of preliminary prospectuses,
and expenses incurred in the preparation and printing of brochures
and other advertising materials and any other selling expenses)
as is common for mutual funds. Total organizational expenses will
be amortized over a five year period. See "What are the Expenses
and Charges?" and "Statement of Net Assets." Historically, the
sponsors of unit investment trusts have paid all the costs of
establishing such trusts.

(6) Estimated Marquis Funds Value Equity Fund Expenses are based
upon the net asset value of that number of Marquis Funds Value
Equity Fund Shares per Unit multiplied by the Fund's Annual Operating
Expenses. See "What is Marquis Funds Value Equity Fund?-Fund Expenses."

Page 4

Marquis Value Equity & Treasury Securities Trust, Series 1
The First Trust (registered trademark) Special Situations Trust,
Series 120

What is The First Trust Special Situations Trust?

The First Trust Special Situations Trust, Series 120 is one of
a series of investment companies created by the Sponsor under
the name of The First Trust Special Situations Trust, all of which
are generally similar but each of which is separate and is designated
by a different series number (the "Trust"). This Series consists
of an underlying separate unit investment Trust designated as:
Marquis Value Equity & Treasury Securities Trust, Series 1. The
Trust was created under the laws of the State of New York pursuant
to a Trust Agreement (the "Indenture"), dated the Initial Date
of Deposit, with Nike Securities L.P., as Sponsor, United States
Trust Company of New York, as Trustee, First Trust Advisors L.P.,
as Portfolio Supervisor and FT Evaluators L.P., as Evaluator.

On the Initial Date of Deposit, the Sponsor deposited with the
Trustee confirmations of contracts for the purchase of the Securities
in the Trust together with an irrevocable letter or letters of
credit of a financial institution in an amount at least equal
to the purchase price of such Securities. In exchange for the
deposit of Securities or contracts to purchase Securities in the
Trust, the Trustee delivered to the Sponsor documents evidencing
the entire ownership of the Trust.

The objective of the Trust is to protect Unit holders' capital
by investing a portion of the Trust's portfolio in zero coupon
U.S. Treasury bonds ("Treasury Obligations") and to provide for
potential long-term capital appreciation by investing a portion
of the Trust's portfolio in shares of Marquis Funds Value Equity
Fund (the "Fund"). The Fund is a mutual fund with the investment
objective of long-term capital appreciation. In seeking its objective,
the Fund will invest primarily in equity securities of established
companies that have a market capitalization in excess of $500
million and have the potential for capital appreciation. The Fund
may invest in equity securities of foreign issuers traded in the
United States, including American Depositary Receipts (ADRs).
The Fund may purchase equity securities that are volatile and
may fluctuate in value more than other types of investments. The
Fund's techniques may be considered speculative investment methods
and increase risks and costs to the Fund. See "What is Marquis
Funds Value Equity Fund?-Risk Factors." The Treasury Obligations
evidence the right to receive a fixed payment at a future date
from the U.S. Government and are backed by the full faith and
credit of the U.S. Government. The guarantee of the U.S. Government
does not apply to the market value of the Treasury Obligations
or the Units of the Trust, whose net asset value will fluctuate
and, prior to maturity, may be more or less than a Unit holder's
acquisition cost. Collectively, the Treasury Obligations and Fund
shares in the Trust are referred to herein as the "Securities."
There is, of course, no guarantee that the objective of the Trust
will be achieved.

With the deposit of the Securities on the Initial Date of Deposit,
the Sponsor established a percentage relationship between the
principal amounts of Treasury Obligations and Fund shares in the
Trust's portfolio. From time to time following the Initial Date
of Deposit the Sponsor, pursuant to the Indenture, may deposit
additional Securities in the Trust and Units may be continuously
offered for sale to the public by means of this Prospectus, resulting
in a potential increase in the outstanding number of Units of
the Trust. Any additional Securities deposited in the Trust will
maintain, as nearly as is practicable, the original percentage
relationship between the Treasury Obligations and Fund shares
initially established for the Trust. Such deposits of additional
Securities will, therefore, be done in such a manner that the
maturity value of each Unit should always be an amount at least
equal to $11.00, plus the then current net asset value of the
Fund shares represented by each Unit. Any deposit by the Sponsor
of additional Securities will duplicate, as nearly as is practicable,
the original percentage relationship and not the actual percentage
relationship on the subsequent date of deposit, since the actual
percentage relationship may be different than the original percentage
relationship. This difference may be due to the sale, redemption
or liquidation of any of the Securities deposited in the Trust
on the Initial, or any subsequent, Date of Deposit. See "How May
Securities be Removed from the Trust?" On a cost basis to the
Trust, the original percentage relationship on the Initial Date
of Deposit was approximately

Page 5

% Treasury Obligations and % Fund shares. Since the prices of
the Fund shares and Treasury Obligations will fluctuate daily,
the ratio, on a market value basis, will also change daily. The
maturity value of the Treasury Obligations and the portion of
the Fund shares represented by each Unit will not change as a
result of the deposit of additional Securities in the Trust.

On the Initial Date of Deposit, each Unit of the Trust represented
the undivided fractional interest in the Securities deposited
in the Trust set forth under "Summary of Essential Information."
The Trust has been organized so that purchasers of Units should
receive, at the termination of the Trust, an amount per Unit at
least equal to $11.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations), even if the
Fund shares never paid a dividend and the value of the Fund shares
in the Trust were to decrease to zero, which the Sponsor considers
highly unlikely. Furthermore, the Sponsor will take such steps
in connection with the deposit of additional Securities in the
Trust as are necessary to maintain a maturity value of the Units
of the Trust at least equal to $11.00 per Unit. The receipt of
only $11.00 per Unit upon the termination of the Trust (an event
which the Sponsor believes is unlikely) represents a substantial
loss on a present value basis. At current interest rates, the
present value of receiving $11.00 per Unit as of the termination
of the Trust would be approximately $ per Unit
(the present value is indicated by the amount per Unit which is
invested in Treasury Obligations). Furthermore, the $11.00 per
Unit in no respect protects investors against diminution in the
purchasing power of their investment due to inflation (although
expectations concerning inflation are a component in determining
prevailing interest rates, which in turn determine present values).
If inflation were to occur at the rate of 5% per annum during
the period ending at the termination of the Trust, the present
dollar value of $11.00 per Unit at the termination of the Trust
would be approximately $ per Unit. To the
extent that Units of the Trust are redeemed, the aggregate value
of the Securities in the Trust will be reduced and the undivided
fractional interest represented by each outstanding Unit of the
Trust will increase. However, if additional Units are issued by
the Trust in connection with the deposit of additional Securities
by the Sponsor, the aggregate value of the Securities in the Trust
will be increased by amounts allocable to additional Units, and
the fractional undivided interest represented by each Unit of
the Trust will be decreased proportionately. See "How May Units
be Redeemed?" The Trust has a Mandatory Termination Date as set
forth herein under "Summary of Essential Information."

What are the Expenses and Charges?

With the exception of bookkeeping and other administrative services
provided to the Trust, for which the Sponsor will be reimbursed
in amounts as set forth under "Summary of Essential Information,"
the Sponsor will not receive any fees in connection with its activities
relating to the Trust. Such bookkeeping and administrative charges
may be increased without approval of the Unit holders by amounts
not exceeding proportionate increases under the category "All
Services Less Rent of Shelter" in the Consumer Price Index published
by the United States Department of Labor. The fees payable to
the Sponsor for such services may exceed the actual costs of providing
such services for the Fund, but at no time will the total amount
received for such services rendered to unit investment trusts
of which Nike Securities L.P. is the Sponsor in any calendar year
exceed the actual cost to the Sponsor of supplying such services
in such year. First Trust Advisors L.P., an affiliate of the Sponsor,
will receive an annual supervisory fee, which is not to exceed
the amount set forth under "Summary of Essential Information,"
for providing portfolio supervisory services for the Trust. Such
fee is based on the number of Units outstanding in the Trust on
January 1 of each year except during the year or years in which
an initial offering period occurs in which case the fee for a
month is based on the number of Units outstanding at the end of
such month. The fee may exceed the actual costs of providing such
supervisory services for the Trust, but at no time will the total
amount received for portfolio supervisory services rendered to
unit investment trusts of which Nike Securities L.P. is the Sponsor
in any calendar year exceed the aggregate cost of First Trust
Advisors L.P. of supplying such services in such year.

Subsequent to the initial offering period, the Evaluator will
receive a fee as indicated in the "Summary of Essential Information."
No fee is paid to the Evaluator with respect to the Fund shares
in the Trust. The Trustee pays certain expenses of the Trust for
which it is reimbursed by the Trust. The Trustee will receive
for its ordinary recurring services to the Trust and for all normal
expenses of the Trustee incurred by or in connection

Page 6

with its responsibilities under the Indenture, an annual fee computed
at $0.0090 per annum per Unit in the Trust outstanding based upon
the number of Units outstanding in the Trust on January 1 of each
year except during the year or years in which an initial offering
period occurs in which case the fee for a month is based on the
number of Units outstanding at the end of such month. For a discussion
of the services performed by the Trustee pursuant to its obligations
under the Indenture, reference is made to the material set forth
under "Rights of Unit Holders." Rule 12b-1 fees, if any, imposed
on shares of the Fund held in the Trust, are rebated to the Trust,
deposited in the Income Account and are used to pay expenses of
the Trust.

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

Expenses incurred in establishing the Trust, including costs of
preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities
and Exchange Commission and states, the initial audit of the Trust
portfolio and the initial fees and expenses of the Trustee and
any other out-of-pocket expenses, will be paid by the Trust and
amortized over the first five years of the Trust.

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

The Indenture requires the Trust to be audited on an annual basis
at the expense of the Trust by independent auditors selected by
the Sponsor. So long as the Sponsor is making a secondary market
for the Units, the Sponsor is required to bear the cost of such
annual audits to the extent such cost exceeds $0.005 per Unit.
Unit holders of the Trust covered by an audit may obtain a copy
of the audited financial statements upon request.

What is the Federal Tax Status of Unit Holders?

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

Page 7

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

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

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

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

4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized deductions subject to this limitation under present law
include a Unit holder's pro rata share of expenses paid by the
Trust, including fees of the Trustee and the Evaluator but not
including expenses incurred by the Fund, the shares of which are
held by the Trust.

Page 8

Because Unit holders are deemed to directly own a pro rata portion
of the Fund shares as discussed above, Unit holders are advised
to read the discussion of tax consequences for the Fund set forth
under "Who is the Management of Marquis Funds Value Equity Fund?-Tax
Status of the Fund." Distributions declared by the Fund on the
Fund shares in October, November or December that are held by
the Trust and paid during the following January will be treated
as having been received by Unit holders on December 31 in the
year such distributions were declared. Long-term capital gains
distributions on the Fund shares are taxable to the Unit holders
as long-term capital gains regardless of how long a person has
been a Unit holder. If a Unit holder holds his or her Units for
six months or less or if the Trust holds shares of the Fund for
six months or less, any loss incurred by a Unit holder related
to the disposition of the Fund shares will be treated as a long-term
capital loss to the extent of any long-term capital gains distributions
received (or deemed to have been received) with respect to such
shares. For taxpayers other than corporations, net capital gains
are subject to a maximum marginal tax rate of 28 percent. However,
it should be noted that legislative proposals are introduced from
time to time that affect relative differences at which ordinary
income and capital gains are taxed.

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

Special Tax Consequences of In-Kind Distributions Upon Termination
of the Trust. As discussed in "Rights of Unit Holders-How are
Income and Capital Distributed?," under certain circumstances
a Unit Holder will receive an In-Kind Distribution upon the termination
of the Trust. The Unit Holder requesting an In-Kind Distribution
will be liable for expenses related thereto (the "Distribution
Expenses") and the amount of such In-Kind Distribution will be
reduced by the amount of the Distribution Expenses. See "Rights
of Unit Holder-How are Income and Capital Distributed?" Treasury
Obligations held by the Trust will not be distributed to a Unit
holder as part of an In-Kind Distribution. The tax consequences
relating to the sale of Treasury Obligations are discussed above.
As previously discussed, prior to the termination of the Trust,
a Unit holder is considered as owning a pro rata portion of each
of the Trust assets for Federal income tax purposes. The receipt
of an In-Kind Distribution upon the termination of the Trust would
be deemed an exchange of such Unit holder's pro rata portion of
each of the shares of stock (including the Fund shares) and other
assets held by the Trust in exchange for an undivided interest
in whole shares of the Fund plus, possibly, cash.

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

Page 9

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

The Fund may elect to pass through to its shareholders the foreign
income and similar taxes paid by the Fund in order to enable such
shareholders to take a credit (or deduction) for foreign income
taxes paid by the Fund. If such an election is made, Unit holders
of the Trust, because they are deemed to own a pro rata portion
of the Fund shares held by the Trust, as described above, must
include in their gross income, for Federal income tax purposes,
both their portion of dividends received by the Trust from the
Fund, and also their portion of the amount which the Fund deems
to be the Trust's portion of foreign income taxes paid with respect
to, or withheld from, dividends, interest or other income of the
Fund from its foreign investments. Unit holders may then subtract
from their Federal income tax the amount of such taxes withheld,
or else treat such foreign taxes as deductions from gross income;
however, as in the case of investors receiving income directly
from foreign sources, the above described tax credit or deduction
is subject to certain limitations. Unit holders should consult
their tax advisers regarding this election and its consequences
to them.

General. Each Unit holder will be requested to provide its taxpayer
identification number to the Trustee and to certify that the Unit
holder has not been notified that payments to the Unit holder
are subject to back-up withholding. If the proper taxpayer identification
number and appropriate certification are not provided when requested,
distributions by the Trust to such Unit holder (including amounts
received upon the redemption of Units) will be subject to back-up
withholding. Distributions by the Trust will generally be subject
to United States income taxation and withholding in the case of
Units held by non-resident alien individuals, foreign corporations
or other non-United States persons (accrual of original issue
discount on the Treasury Obligations may not be subject to Federal
taxation or withholding provided certain requirements are met).
Such persons should consult their tax advisers.

Unit holders will be notified annually of the amounts of original
issue discount, income and long-term capital gains distributions
includable in the Unit holder's gross income and the amount of
Trust expenses which may be claimed as itemized deductions.

Distributions of income, long-term capital gains and accrual of
original issue discount may also be subject to state and local
taxes. Foreign investors may be subject to different Federal income
tax consequences than those described above. Investors should
consult their tax advisers for specific information on the tax
consequences of particular types of distributions.

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

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

Why are Investments in the Trust Suitable for Retirement Plans?

Units of the Trust may be well suited for purchase by Individual
Retirement Accounts, pension funds and other tax-deferred retirement
plans. Generally, the Federal income tax relating to capital gains
and income received in each of the foregoing plans is deferred
until distributions are received. Distributions from such plans

Page 10

are generally treated as ordinary income but may, in some cases,
be eligible for special averaging or tax-deferred rollover treatment.
Investors considering participation in any such plan should review
specific tax laws related thereto and should consult their attorneys
or tax advisers with respect to the establishment and maintenance
of any such plan. Such plans are offered by brokerage firms and
other financial institutions. Fees and charges with respect to
such plans may vary.

PORTFOLIO

What are Treasury Obligations?

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

What is Marquis Funds Value Equity Fund?

The portfolio of the Trust also contains shares of Marquis Funds
Value Equity Fund.

Marquis Funds Value Equity Fund (the "Fund") is a mutual fund
with the investment objective of long-term capital appreciation.
In seeking its objective, the Fund will invest primarily in equity
securities of established companies that have a market capitalization
in excess of $500 million and have the potential for capital appreciation.
The Fund may invest in equity securities of foreign issuers traded
in the United States, including American Depositary Receipts (ADRs).
THE FUND'S TECHNIQUES MAY BE CONSIDERED SPECULATIVE INVESTMENT
METHODS AND INCREASE RISKS AND COSTS TO THE FUND. THE FUND MAY
ALSO PURCHASE EQUITY SECURITIES THAT ARE VOLATILE AND MAY FLUCTUATE
IN VALUE MORE THAN OTHER TYPES OF INVESTMENTS. See "Description
of Permitted Investments and Risk Factors."

The Fund offers two classes of shares ("Class A" and "Class B")
which may be purchased at a price equal to their respective net
asset value per share, plus a sales charge. The Trust has purchased
Class A shares for deposit in the Trust and any reference to Fund
shares in this prospectus shall refer to Class A shares.

This Prospectus sets forth concisely information about the Fund
that a prospective investor should know before investing. A Statement
of Additional Information about the Fund (the "Additional Statement")
has been filed with the Securities and Exchange Commission ("SEC")
and is available without charge by calling 1-800-462-9511. The
Additional Statement (which is incorporated in its entirety by
reference in the Fund's Prospectus) contains more detailed information
about the Fund and its management, including more complete information
as to certain risk factors.

Fund Expenses

The following table sets forth the fees that an investor in the
Fund might pay and the expenses paid by the Fund during its fiscal
year ended September 30, 1994.

Page 11

<TABLE>
<CAPTION>
Shareholder Transaction Expenses
Class A
Shares
_______
<S> <C>
Maximum Sales Charge on Purchases (as a percentage of offering price) * 3.50%
Sales Charge on Reinvested Dividends None
Maximum Contingent Deferred Sales Charge on Redemptions None
Wire Redemption Fee $25
Exchange Fee None
</TABLE>

<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Class A
Shares
_______
<S> <C>
Advisory Fees (after fee waivers) ** 0.47%
Administration Fees 0.20%
12b-1 (Distribution and/or Service Plan) Fees *** 0.00%
Other Expenses 0.23%
_____
Total Fund Operating Expenses (after fee waivers) 0.90%
</TABLE>

[FN]
________________________________
* There is no sales load payable upon the purchase of the Fund
shares deposited in the Trust. However, the maximum sales charge
on the Units, and therefore indirectly on the Fund shares is 4.5%
during the initial offering period and 4.5% in the secondary market.

** The Adviser has waived, on a voluntary basis, a portion of
its fee, and the advisory fees shown reflect this voluntary waiver.
The Adviser reserves the right to terminate its waiver at any
time in its sole discretion. Absent such waiver, the advisory
fees would be .74%.

*** Currently, there are no 12b-1 fees on Class A shares of the
Fund. However, if 12b-1 fees are imposed on Class A shares in
the future, the 12b-1 fees on shares held in the Trust shall be
rebated to the Trust and used to reduce expenses of the Trust.
Unit holders who acquire shares of the Fund through reinvestment
of dividends or other distributions or through reinvestment at
the Trust's termination will begin to incur 12b-1 fees, if any,
at such time as shares are acquired.

The purpose of this table is to assist an investor in understanding
the various costs and expenses that an investor in shares of the
Fund will bear directly (Shareholder Transaction Expenses) or
indirectly (Annual Fund Operating Expenses). The sales charge
rate shown for Class A shares is the current maximum rate applicable
to purchases of Class A shares of the Fund. "Other Expenses" includes
such expenses as custodial and transfer agent fees, audit, legal
and other business operating expenses, but excludes extraordinary
expenses.

The following examples apply the above-stated expenses and the
current maximum sales charge to a hypothetical $1,000 investment
in shares of the Fund over the time period shown below, assuming
a 5% annual rate of return on the investment and redemption at
the end of each time period.

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
______ _______ _______ ________
<S> <C> <C> <C> <C>
Class A Shares $44 $63 $83 $142

</TABLE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES OR PERFORMANCE. EXPENSES ARE SUBJECT
TO CHANGE AND ACTUAL PERFORMANCE AND EXPENSES MAY BE LESS OR GREATER
THAN THOSE ILLUSTRATED ABOVE.

THE RULE 12B-1 FEES, IF ANY, IMPOSED ON SHARES HELD IN THE TRUST
ARE REBATED TO THE TRUST AND ARE USED TO REDUCE EXPENSES OF THE
TRUST RESULTING IN INCREASED DISTRIBUTIONS TO UNIT HOLDERS. UNIT
HOLDERS WHO ACQUIRE SHARES OF SPECIAL SITUATIONS THROUGH REINVESTMENT
OF DIVIDENDS OR OTHER DISTRIBUTIONS OR THROUGH REINVESTMENT AT
THE TRUST'S TERMINATION WILL BEGIN TO INCUR RULE 12B-1 FEES, IF
ANY, AT SUCH TIME AS SHARES ARE ACQUIRED.

Page 12

Financial Highlights

The following financial highlights for a share outstanding throughout
the year, insofar as they relate to the fiscal year ended September
30, 1994, have been audited by another independent public accountant
whose report thereon was unqualified. This information appears
in the Fund's Prospectus and should be read in conjunction with
the Fund's financial statements and notes thereto which are included
in the Additional Statement under the heading "Financial Information."
Additional performance information is set forth in the Fund's
1994 Annual Report to Shareholders and is available upon request
and without charge by calling 1-800-471-1144.

For a Class A Share Outstanding Throughout the Period

Ratio of Ratio of
Expenses Net
Realized to Income to
Net and Distributions Net Net Ratio of Ratio Average Average
Asset Unrealized from Asset Assets Expenses of Net Net Net
Value Net Gains or Net Value End of to Income Assets Asset Portfolio
Beginning Investment (Losses) on Investment End of Total Period Average to Average (Excluding (Excluding Turnover
of Period Income Investments Income Period Return (000) Net Assets Net Assets Waivers) Waivers) Rate
_________ _________ ___________ ______ ______ ______ ______ ______ _________ __________ _________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$10.00 0.18 (0.35) (0.18) $9.65 (1.64%)* $41,922 0.90% 1.95% 1.17% 1.68% 161.42%

</TABLE>
[FN]
____________

* Returns, excluding sales charges, are for the period indicated
and have been annualized.

What are the Fund's Investment Policies?

The Fund is an open-end, diversified management investment company
presently organized as a Massachusetts business trust under a
Declaration of Trust dated June 29, 1993. In seeking its objective
of long-term capital appreciation, the Fund emphasizes investment
in equity securities of established companies that have a market
capitalization in excess of $500 million. The Fund may invest
in equity securities of foreign issuers traded in the United States,
including American Depositary Receipts (ADRs). These equity securities
are considered by the Fund's investment adviser, the Trust Group
of First National Bank of Commerce in New Orleans (the "Adviser"),
to have long-term capital appreciation possibilities based on
the soundness of the issuer and the company's relative value based
on an analysis of various fundamental financial characteristics,
including earnings yield, book value, cash flow, anticipated future
growth of dividends and earnings estimates. Although capital appreciation
is the primary purpose for investing in a security, the Fund will
focus on companies that pay current dividends. The Fund will be
as fully invested as practicable (at least 65% of its total assets
under normal conditions) in common stocks, warrants, rights to
purchase common stocks, debt securities convertible to common
stocks and preferred stocks (together "equity securities"). The
Fund may invest in Money Market Instruments. The Fund may also
invest in equity securities of foreign issuers traded in the United
States, including American Depositary Receipts (ADRs).

The Fund's portfolio turnover rate for the fiscal year ended September
30, 1994 was 161.42%. This rate of turnover will likely result
in higher brokerage commissions and higher levels of realized
capital gains than if the turnover rate was lower.

The Fund invests in securities of smaller, less well-known companies
as well as those of large, well-known companies (not generally
included in the definition of "growth-type" companies). The Fund
is intended for investors seeking capital appreciation over the
long term and who are willing to assume greater risks in the hope
of achieving greater gains, and is not meant for investors seeking
assured income and conservation of capital.

For temporary defensive purposes when the Adviser determines that
market conditions warrant, the Fund may invest up to 100% of its
assets in Money Market Instruments and cash. To the extent the
Fund is investing for temporary defensive purposes, the Fund will
not be pursuing its investment objective.

Description of Permitted Investments and Risk Factors

The following is a description of the permitted investments and
investment practices for the Fund and associated risk factors.
Further discussion is contained in the Additional Statement.

Page 13

American Depositary Receipts ("ADRs") are securities typically
issued by a U.S. financial institution. ADRs evidence ownership
interests in a pool of securities issued by a foreign issuer and
deposited with the depositary. ADRs may be available through "sponsored"
and "unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the security underlying the receipt and
a depositary, whereas an unsponsored facility may be established
by a depositary without participation by the issuer of the underlying
security. Holders of unsponsored depositary receipts generally
bear all the costs of the unsponsored facility. The depositary
of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer
of the deposited security or to pass through, to the holders of
the receipts, voting rights with respect to the deposited securities.
Foreign investments involve risks that are different from investments
in securities of U.S. issuers. These risks may include future
unfavorable political and economic developments, possible withholding
taxes, seizure of foreign deposits, currency controls, interest
limitations or other governmental restrictions which might affect
payment of principal or interest. Additionally, there may be less
public information available about foreign issuers. The Fund may
invest in sponsored and unsponsored ADRs.

Bankers' Acceptances are bills of exchange or time drafts drawn
on and accepted by a commercial bank. Bankers' acceptances are
used by corporations to finance the shipment and storage of goods
and to furnish dollar exchange. Maturities are generally six months or less.

Certificates of Deposit are interest-bearing instruments with
a specific short-term maturity. They are issued by banks and savings
and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity.
Certificates of deposit with penalties for early withdrawal will
be considered illiquid.

Commercial Paper is a term used to describe unsecured short-term
promissory notes issued by corporations and other entities. Maturities
on these issues vary from a few to 270 days.

Convertible Securities are corporate securities that are exchangeable
for a set number of another security at a prestated price. Convertible
securities typically have characteristics similar to both fixed
income and equity securities. Because of the conversion feature,
the market value of convertible securities tends to move together
with the market value of the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the
credit quality of the issuer and any call provisions.

Equity Securities include common stocks, preferred stocks, warrants
to acquire common stock and securities convertible into common
stock. Investments in equity securities are subject to market
risks that may cause their prices to fluctuate over time. Changes
in the value of portfolio securities will not necessarily affect
cash income derived from these securities, but will affect a Fund's
net asset value.

Fixed Income Securities include bonds, notes, debentures and other
interest-bearing securities that represent indebtedness. The market
value of the fixed income investments in which the Fund invests
will change in response to interest rate changes and other factors.
During periods of falling interest rates, the values of outstanding
fixed income securities generally rise. Conversely, during periods
of rising interest rates, the values of such securities generally
decline. Moreover, while securities with longer maturities tend
to produce higher yields, the prices of longer maturity securities
are also subject to greater market fluctuations as a result of
changes in interest rates. Changes by recognized agencies in the
rating of any fixed income security and in the ability of an issuer
to make payments of interest and principal also affect the value
of these investments. Changes in the value of these securities
will not necessarily affect cash income derived from these securities
but will affect the Fund's net asset value.

Futures and Options on Futures. The Fund may invest in futures
and options on futures to a limited extent. Specifically, the
Fund may enter into futures contracts and options on futures contracts
traded on an exchange regulated by the Commodities Futures Trading
Commission ("CFTC") if, to the extent that such futures and options
are not for "bona fide hedging purposes" (as defined by the CFTC),
the aggregate initial margin and premiums on such positions (excluding
the amount by which options are in the money) do not exceed 5%
of the Fund's net assets. In addition, the Fund may enter into
futures contracts and options on futures

Page 14

only to the extent that obligations under such contracts or transactions,
together with options on securities, represent not more than 25%
of the Fund's assets.

The Fund may buy and sell futures contracts and related options
to manage its exposure to changing interest rates and security
prices. Some futures strategies, including selling futures, buying
puts and writing calls, reduce the Fund's exposure to price fluctuations.
Other strategies, including buying futures, writing puts and buying
calls, tend to increase market exposure. Futures and options may
be combined with each other in order to adjust the risk and return
characteristics of the overall portfolio. The Fund may invest
in futures and related options based on any type of security or
index traded on U.S. or foreign exchanges or over-the-counter,
as long as the underlying security, or securities represented
by an index, are permitted investments of the Fund.

Options and futures can be volatile instruments and involve certain
risks. If the Adviser applies a hedge at an inappropriate time
or judges interest rates incorrectly, options and futures strategies
may lower the Fund's return. The Fund could also experience losses
if the prices of its options and futures positions were poorly
correlated with its other instruments, or if it could not close
out its positions because of an illiquid secondary market.

In order to cover any obligations it may have under options or
futures contracts, the Fund will either own the underlying asset,
have a contract to acquire such an asset without additional cost
or set aside, in a segregated account, high quality liquid assets
in an amount at least equal in value to such obligations.

Illiquid Securities are securities which cannot be disposed of
within seven business days at approximately the price at which
they are being carried on the Fund's books. An illiquid security
includes a demand instrument with a demand notice period exceeding
seven days, if there is no secondary market for such security
and repurchase agreements of over 7 days in length. The Fund will
not invest more than 15% of its net assets in such instruments.

Money Market Securities are high-quality, dollar-denominated,
short-term debt instruments. They consist of: (i) bankers' acceptances,
certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury
obligations and obligations issued or guaranteed by the agencies
and instrumentalities of the U.S. Government; (iii) high-quality
commercial paper issued by U.S. and foreign corporations; (iv)
debt obligations with a maturity of one year or less issued by
corporations with outstanding high-quality commercial paper; and
(v) repurchase agreements involving any of the foregoing obligations
entered into with highly-rated banks and broker-dealers.

Mortgage-Backed Securities ("MBSs") are instruments which entitle
the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these
securities include conventional thirty-year fixed rate mortgages,
graduated payment mortgages and adjustable rate mortgages. During
periods of declining interest rates, prepayment of mortgages underlying
mortgage-backed securities can be expected to accelerate. Prepayment
of mortgages which underlie securities purchased at a premium
often results in capital losses, while prepayment of mortgages
purchased at a discount often results in capital gains. Because
of these unpredictable prepayment characteristics, it is often
not possible to predict accurately the average life or realized
yield of a particular issue. The following are types of MBSs that
may be included in the Fund:

Government Pass-Through Securities are securities that are issued
or guaranteed by a U.S. Government agency representing an interest
in a pool of mortgage loans. The primary issuers or guarantors
of these mortgage-backed securities are GNMA, FNMA and FHLMC.
FNMA and FHLMC obligations are not backed by the full faith and
credit of the U.S. Government as GNMA certificates are, but FNMA
and FHLMC securities are supported by the instrumentalities' right
to borrow from the United States Treasury. Each of GNMA, FNMA
and FHLMC guarantees timely distributions of interest to certificate
holders. Each of GNMA and FNMA also guarantees timely distributions
of scheduled principal. FHLMC has in the past guaranteed only
the ultimate collection of principal of the underlying mortgage
loan; however, FHLMC now issues Mortgage-Backed Securities (FHLMC
Gold PCs) which also guarantees timely

Page 15

payment of monthly principal reduction. Government and private
guarantees do not extend to the securities' value, which is likely
to vary inversely with fluctuations in interest rates.

Private Pass-Through Securities are mortgage-backed securities
issued by a non-governmental entity such as a trust, which securities
include collateralized mortgage obligations ("CMOs") and real
estate mortgage investment conditions ("REMICs"), that are rated
in one of the top two rating categories. While they are generally
structured with one or more types of credit enhancement, Private
Pass-Through Securities typically lack a guarantee by an entity
having the credit status of a governmental agency or instrumentality.

CMOs are debt obligations or multi-class pass-through certificates
issued by agencies or instrumentalities of the U.S. Government
or by private originators or investors in mortgage loans. In a
CMO, series of bonds or certificates are annually issued in multiple
classes. Principal and interest paid on the underlying mortgage
assets may be allocated among the several classes of a series
of a CMO in a variety of ways. Each class of a CMO, often referred
to as a "tranche," is issued with a specific fixed or floating
coupon rate and has a stated maturity or final distribution date.
Principal payments on the underlying mortgage assets may cause
CMOs to be retired substantially earlier than their stated maturities
or final distribution dates, resulting in a loss of all or part
of any premium paid.

REMICs. A REMIC is a CMO that qualifies for special tax treatment
under the Internal Revenue Code and invests certain mortgages
principally secured by interests in real property. Investors may
purchase beneficial interests in REMICs, which are known as "regular"
interests, or "residual" interests. Guaranteed REMIC pass-through
certificates ("REMIC Certificates") issued by FNMA or FHLMC represent
beneficial ownership interests in a REMIC trust consisting principally
of mortgage loans or FNMA-, FHLMC- or GNMA-guaranteed mortgage
pass-through certificates. For FHLMC REMIC Certificates, FHLMC
guarantees the timely payment of interest, and also guarantees
the payment of principal as payments are required to be made on
the underlying mortgage participation certificates. FNMA REMIC
Certificates are issued and guaranteed as to timely distribution
of principal and interest by FNMA.

Stripped Mortgage-Backed Securities ("SMBs") are usually structured
with two classes that receive specified proportions of the monthly
interest and principal payments from a pool of mortgage securities.
One class may receive all of the interest payments and is thus
termed an interest-only class ("IO"), while the other class may
receive all of the principal payments and is thus termed the principal-only
class ("PO"). The value of IOs tends to increase as rates rise
and decrease as rates fall; the opposite is true of POs. SMBs
are extremely sensitive to changes in interest rates because of
the impact thereon of prepayment of principal on the underlying
mortgage securities. The market for SMBs is not as fully developed
as other markets; SMBs therefore may be illiquid.

Risk Factors. Due to the possibility of prepayments of the underlying
mortgage instruments, mortgage-backed securities generally do
not have a known maturity. In the absence of a known maturity,
market participants generally refer to an estimated average life.
An average life estimate is a function of an assumption regarding
anticipated prepayment patterns, based upon current interest rates,
current conditions in the relevant housing markets and other factors.
The assumption is necessarily subjective, and thus different market
participants can produce different average life estimates with
regard to the same security. There can be no assurance that estimated
average life will be a security's actual average life.

Municipal Securities consist of (i) debt obligations issued by
or on behalf of public authorities to obtain funds to be used
for various public facilities, for refunding outstanding obligations,
for general operating expenses and for lending such funds to other
public institutions and facilities and (ii) certain private activity
and industrial development bonds issued by or on behalf of public
authorities to obtain funds to provide for the construction, equipment,
repair or improvement of privately operated facilities. General
obligation bonds are backed by the taxing power of the issuing
municipality. Revenue bonds are backed by the revenues of a project
or facility; tolls from a toll bridge for example. Certificates
of participation represent an interest in an underlying obligation
or commitment such as an obligation issued in connection with
a leasing arrangement.

Page 16

The payment of principal and interest on private activity and
industrial development bonds generally is dependent solely on
the ability of the facility's user to meet its financial obligations
and the pledge, if any, of real and personal property so financed
as security for such payment.

Municipal securities include general obligation notes, tax anticipation
notes, revenue anticipation notes, bond anticipation notes, certificates
of indebtedness, demand notes and construction loan notes. Municipal
bonds include general obligation bonds, revenue or special obligation
bonds, private activity and industrial development bonds.

Options. Put and call options for various securities and indices
are traded on national securities exchanges. Options may be used
by a Fund from time to time as the Adviser deems to be appropriate.
Options will generally be used for hedging purposes.

A put option gives the purchaser of the option the right to sell,
and the writer the obligation to buy, the underlying security
at any time during the option period. A call option gives the
purchaser of the option the the right to buy, and the writer of
the option the obligation to sell, the underlying security at
any time during the option period. The premium paid to the writer
is the consideration for undertaking the obligations under the
option contract. The initial purchase (sale) of an option contract
is an "opening transaction." In order to close out an option position,
a Fund may enter into a "closing transaction"-the sale (purchase)
of an option contract on the same security with the same exercise
price and expiration date as the option contract originally opened.

Although a Fund will engage in option transactions as hedging
transactions, there are risks associated with such investments
including the following: (i) the success of a hedging strategy
may depend on the ability of the Adviser to predict movements
in the prices of the individual securities, fluctuations in markets
and movements in interest rates; (ii) there may be an imperfect
or no correlation between the changes in market value of the securities
held by a Fund and the prices of options; (iii) there may not
be a liquid secondary market for options and (iv) while a Fund
will receive a premium when it writes covered call options, it
may not participate fully in a rise in the market value of the
underlying security. The Fund is permitted to engage in option
transactions with respect to securities that are permitted investments
and related indices. The Fund may write only covered call options.

The aggregate value of option positions may not exceed 10% of
the Fund's net assets as of the time such options are entered
into by the Fund.

Receipts-TRs, TIGRs and CATS-are interests in separately traded
interest and principal component parts of U.S. Treasury obligations
that are issued by banks or brokerage firms and are created by
depositing U.S. Treasury obligations into a special account at
a custodian bank. The custodian holds the interest and principal
payments for the benefit of the registered owners of the certificates
or receipts. The custodian arranges for the issuance of the certificates
or receipts evidencing ownership and maintains the register. Receipts
include "Treasury Receipts" ("TRs"), "Treasury Investment Growth
Receipts" ("TIGRs") and "Certificates of Accrual on Treasury Securities"
("CATS").

STRIPS, TRs, TIGRs and CATS are sold as zero coupon securities
which means that they are sold at a substantial discount and redeemed
at face value at their maturity date without interim cash payments
of interest or principal. The amount of this discount is accrued
over the life of the security and constitutes the income earned
on the security for both accounting and tax purposes. Because
of these features, receipts may be subject to greater price volatility
than interest-paying U.S. Treasury Obligations.

Repurchase Agreements are agreements by which the Fund obtains
a security and simultaneously commits to return the security to
the seller at an agreed-upon price on an agreed-upon date within
a number of days from the date of purchase. Repurchase agreements
must be fully collateralized at all times. The Fund bears a risk
of loss in the event the other party defaults on its obligations
and the Fund is delayed or prevented from its right to dispose
of the collateral. The Fund will enter into repurchase agreements
only with financial institutions deemed to present minimal risk
of bankruptcy during the term of the agreement based on established
guidelines. Repurchase agreements are considered loans under the
Investment Company Act of 1940, as amended.

Page 17

Securities Lending. In order to generate additional income, the
Fund may lend the securities in which it owns pursuant to agreements
requiring that the loan be continuously secured by collateral
consisting of cash, securities of the U.S. Government or its agencies
equal to at least 100% of the market value of the securities lent.
The Fund will continue to receive interest on the securities lent
while simultaneously earning interest on the investment of cash
collateral. Collateral is marked to market daily to provide a
level of collateral at least equal to the value of the securities
lent. There may be risks of delay in recovery of the securities
or even loss of rights in the collateral should the borrower of
the securities fail financially or become insolvent.

Time Deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit,
it earns a specified rate of interest over a definite period of
time; however, it cannot be traded in the secondary market. Time
deposits are considered to be illiquid securities.

U.S. Government Agency Obligations are obligations issued or guaranteed
by agencies of the United States Government, including, among
others, the Federal Farm Credit Bank, the Federal Housing Administration
and the Small Business Administration, and obligations issued
or guaranteed by instrumentalities of the United States Government,
including, among others, the Federal Home Loan Mortgage Corporation,
the Federal Land Banks and the United States Postal Service. Some
of these securities are supported by the full faith and credit
of the United States Treasury (e.g., Government National Mortgage
Association), others are supported by the right of the issuer
to borrow from the Treasury (e.g., Federal Farm Credit Bank),
while still others are supported only by the credit of the instrumentality
(e.g., Federal National Mortgage Association). Guarantees of principal
by agencies or instrumentalities of the United States Government
may be a guarantee of payment at the maturity of the obligation
so that in the event of a default prior to maturity there might
not be a market and thus no means of realizing on the obligation
prior to maturity. Guarantees as to the timely payment of principal
and interest do not extend to the value or yield of these securities
nor to the value of the Fund's shares.

U.S. Government Securities are any guaranty by the U.S. Government
of the securities in which the Fund invests guarantees only the
payment of principal and interest on the guaranteed security and
does not guarantee the yield or value of that security or the
yield or value of shares of that Fund.

U.S. Treasury Obligations consist of bills, notes and bonds issued
by the U.S. Treasury and separately traded interest and principal
component parts of such obligations that are transferable through
the Federal book-entry system known as Separately Traded Registered
Interest and Principal Securities ("STRIPS").

Variable and Floating Rate Instruments. Certain of the obligations
purchased by the Fund may carry variable or floating rates of
interest, may involve a conditional or unconditional demand feature
and may include variable amount master demand notes. Such instruments
bear interest at rates which are not fixed, but which vary with
changes in specified market rates or indices. The interest rates
on these securities may be reset daily, weekly, quarterly or some
other reset period, and may have a floor or ceiling on interest
rate changes. There is a risk that the current interest rate on
such obligations may not accurately reflect existing market interest
rates. A demand instrument with a demand notice exceeding seven
days may be considered illiquid if there is no secondary market
for such securities.

Warrants are instruments giving holders the right, but not the
obligation, to buy shares of a company at a given price during
a specified period.

Who is the Management of Marquis Funds Value Equity Fund?

First National Bank of Commerce in New Orleans (the "Adviser"),
210 Baronne Street, New Orleans, Louisiana 70112, acts as the
Fund's investment adviser under an advisory agreement (the "Advisory
Agreement") with the Fund. The Adviser, through its Trust Group,
makes the investment decisions for the assets of the Fund and
continuously reviews, supervises and administers the investment
programs of the Fund, subject to the supervision of, and policies
established by, the Trustees of the Fund.

As of September 30, 1994, the Adviser's Trust Group managed approximately
$1.5 billion in discretionary investment management accounts for
individuals, corporations and institutions with widely varying
investment needs and objectives. The Trust Group has managed assets
with similar investment objectives and

Page 18

policies to those of the Fund for the past six years. The Adviser
has provided investment management services since 1933. The Adviser
is a wholly-owned subsidiary of First Commerce Corporation.

The Glass-Steagall Act restricts the securities activities of
national banks such as First National Bank of Commerce in New
Orleans, but the Comptroller of the Currency permits national
banks to provide investment advisory and other services to mutual
funds. Should the Comptroller's position be challenged successfully
in court or reversed by legislation, the Fund might have to make
other investment advisory arrangements.

The Fund's shares are not sponsored, endorsed or guaranteed by,
and do not constitute obligations or deposits of, the Adviser
or First Commerce Corporation and are not insured by the FDIC
or issued or guaranteed by the U.S. Government or any of its agencies.

The Adviser is entitled to a fee, which is calculated daily and
paid monthly, at an annual rate of .74% of the average daily net
assets of the Fund. The Adviser may voluntarily waive a portion
of its fees in order to limit the total operating expenses of
the Fund. The Adviser reserves the right, in its sole discretion,
to terminate these voluntary fee waivers at any time. For the
fiscal year ended September 30, 1994, the Adviser was paid an
advisory fee of .47% of the Fund's average net assets.

John C. Portwood, CFA, Senior Vice President of the Adviser, has
oversight responsibilities of the portfolio managers of all Marquis
Funds since inception. With over 26 years of investment management
experience, Mr. Portwood has been the manager of the Adviser's
Trust Investment Division for the past six years.

Effective September 1, 1994, James C. McElroy, CFA, Vice President
and Director of Portfolio Management for the Adviser, became the
portfolio manager of the Fund. Mr. McElroy, who has more than
12 years of portfolio management experience, joined the Adviser
in January 1994. Prior to that, Mr. McElroy served in similar
capacities with Zeliff, Wallace Advisory (1991-1993) and C&S Investment
Advisors (1981-1990).

Determination of Net Asset Value. The net asset value per share
of the Fund is determined as of the close of trading on the New
York Stock Exchange (typically, 3:00 p.m., central standard time)
on each Business Day by dividing the total market value of the
Fund's investments and other assets, less any liabilities, by
the total outstanding shares of the Fund. Purchases will be made
in full and fractional shares calculated to three decimal places.
Pursuant to guidelines adopted and monitored by the Trustees of
the Fund, the Fund may use a pricing service to provide market
quotations or fair market valuations. A pricing service may derive
such valuations through the use of a matrix system to value fixed
income securities which considers factors such as securities prices,
yield features, ratings and developments related to a specific
security. Although the methodology and procedures for determining
net asset value are identical for both classes of the Fund, the
net asset value per share of such classes may differ because of
the distribution expenses charged to Class B shares.

Dividends, Distributions and Taxes. The following summary of federal
income tax consequences is based on current tax laws and regulations,
which may be changed by legislative, judicial or administrative
action. No attempt has been made to present a detailed explanation
of the federal, state or local income tax treatment of the Fund
or its shareholders. Accordingly, shareholders are urged to consult
their tax advisers regarding specific questions as to federal,
state and local income taxes. State and local tax consequences
on an investment in the Fund may differ from the federal income
tax consequences described below. Additional information concerning
taxes is set forth in the Additional Statement.

Dividends and Distributions. Substantially all net investment
income (not including capital gains) is declared and paid quarterly
for the Fund. Shareholders who own shares at the close of business
on the record date will be entitled to receive the dividend. The
Fund intends to pay such dividends on the first business day of
the month following the month the dividend was declared. Currently,
capital gains of the Fund, if any, will be distributed at least annually.

Shareholders automatically receive all income dividends and capital
gain distributions in additional shares at the net asset value
next determined following the record date, unless the shareholder
has elected to take such payment in cash. Shareholders may change
their election by providing written notice to the Administrator
at least 15 days prior to the distribution.

Page 19

Dividends and other distributions of the Fund are paid on a per-share
basis. The value of each share will be reduced by the amount of
the payment. If shares are purchased shortly before the record
date for a dividend or the distribution of capital gains, a shareholder
will pay the full price for the shares and receive some portion
of the price back as a taxable dividend or other distribution.
The amount of dividends payable on Class A shares will be more
than the dividends payable on the Class B shares because of the
distribution and service fees paid by Class B shares.

Tax Status of the Fund's Dividends and Distributions. The Fund
will distribute all of its net investment income (including, for
this purpose, net short-term capital gain) to shareholders. Dividends
from net investment income will be taxable to shareholders as
ordinary income whether received in cash or in additional shares.
Distributions from net investment income will qualify for the
dividends-received deduction for corporate shareholders only to
the extent such distributions are derived from dividends paid
by domestic corporations. It can be expected that only certain
dividends of the Fund will qualify for that deduction. Any net
realized capital gains will be distributed at least annually and
will be taxed to shareholders as long-term capital gains, regardless
of how long the shareholder has held shares. Distributions from
net capital gains do not qualify for the dividends-received deduction.
Each Fund will make annual reports to shareholders of the federal
income tax status of all distributions, including the amount of
dividends eligible for the dividends-received deduction.

Certain securities purchased by the Fund (such as STRIPS, TRs,
TIGRs and CATS, defined in "Description of Permitted Investments
and Risk Factors") are sold with original issue discount and thus
do not make periodic cash interest payments. The Fund will be
required to include as part of its current income the accrued
discount on such obligations even though the Fund has not received
any interest payments on such obligations during that period.
Because the Fund distributes all of its net investment income
to its shareholders, the Fund may have to sell portfolio securities
to distribute such accrued income, which may occur at a time when
the Adviser would not have chosen to sell such securities and
which may result in a taxable gain or loss.

Income received on direct U.S. Government obligations is exempt
from income tax at the state level when received directly and
may be exempt, depending on the state, when received by a shareholder
provided certain state-specific conditions are satisfied. Shareholders
should consult their tax advisers to determine whether any portion
of the income dividends received from the Fund is considered tax
exempt in their particular state.

Ordinarily, shareholders will include in income all dividends
declared by the Fund in the year those dividends are paid. However,
dividends declared by the Fund in October, November or December
of any year and payable to shareholders of record on a date in
one of those months will be deemed to have been paid by the Fund
and received by the shareholders on the last day of that month,
if paid by the Fund at any time during the following January.

The Fund intends to make sufficient distributions prior to the
end of each calendar year to avoid liability for federal excise
tax. A sale, exchange, or redemption of the Fund's shares is a
taxable event to the shareholder.

Tax Status of the Fund. The Fund is treated as a separate entity
for federal income tax purposes and is not combined with other
Marquis Funds. The Fund intends to qualify for the special tax
treatment afforded regulated investment companies as defined under
Subchapter M of the Code. As long as the Fund qualifies for this
special tax treatment, it will be relieved of federal income tax
on that part of its net investment income and net capital gain
(the excess of net long-term capital gains over net short-term
capital loss) which it distributes to shareholders.

Fund Performance Information

From time to time, the Fund may advertise yield and total return.
These figures will be based on historical earnings and are not
intended to indicate future performance. The yield of the Fund
refers to the annualized income generated by an investment in
the Fund over a specified 30-day period. The yield is calculated
by assuming

Page 20

that the same amount of income generated by the investment during
that period is generated in each 30-day period over one year and
is shown as a percentage of the investment.

The total return of the Fund refers to the average compounded
rate of return to a hypothetical investment, net of any sales
charge imposed on Class A shares or including the contingent deferred
sales charge imposed on Class B shares redeemed at the end of
the specified period covered by the total return figure, for designated
time periods (including, but not limited to, the period from which
the Fund commenced operations through the specified date), assuming
that the entire investment is redeemed at the end of each period
and assuming the reinvestment of all dividend and capital gain
distributions. The total return of the Fund may also be quoted
as a dollar amount or on an aggregate basis, an actual basis,
without inclusion of any front-end or contingent sales charges
or with a reduced sales charge in advertisements distributed to
investors entitled to a reduced sales charge.

The Fund may periodically compare its performance to other mutual
funds tracked by mutual fund rating services (such as Lipper Analytical),
financial and business publications and periodicals; broad groups
of comparable mutual funds; unmanaged indices which may assume
investment of dividends but generally do not reflect deductions
for administrative and management costs or other investment alternatives.
The Fund may quote Morningstar, Inc., a service that ranks mutual
funds on the basis of risk-adjusted performance, and Ibbotson
Associates of Chicago, Illinois, which provides historical returns
of the capital markets in the United States. The Fund may use
long-term performance of these capital markets to demonstrate
general long-term risk versus reward scenarios and could include
the value of a hypothetical investment in any of the capital markets.
The Fund may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy
and investment techniques.

The Fund may quote various measures of volatility and benchmark
correlation in advertising and may compare these measures to those
of other funds. Measures of volatility attempt to compare historical
share price fluctuations or total returns to a benchmark, while
measures of benchmark correlation indicate the validity of a comparative
benchmark. Measures of volatility and correlation are calculated
using averages of historical data and cannot be calculated precisely.

The performance of Class A and Class B shares of a Fund will differ
because of the different sales charge structures of the classes
and because of the distribution fees charged to Class B shares.

Please refer to the APPENDIX following the last page of this document
for details on the chart included at this point.

Additional Information

Description of the Fund and its Shares. The Fund is an open-end,
diversified management investment company that offers units of
beneficial interest ("shares") in the Fund through two separate
classes, Class A and Class B, which provide for variations in
sales charges, distribution costs, voting rights and dividends.
Except for these differences between classes, each share of the
Fund represents an undivided, proportionate interest in that Fund.

Each share held entitles the shareholder or record to one vote.
Each Class will vote separately on matters relating solely to
that Class. As a Massachusetts business trust, the Fund is not
required to hold annual meetings of shareholders, but meetings
of shareholders will be held from time to time to seek approval
for certain changes in the operation of the Fund and for the election
of Trustees under certain circumstances. In addition, a Trustee
may be removed by the remaining Trustees or by shareholders at
a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Fund. In
the event that such a meeting is requested, the Fund will provide
appropriate assistance and information to the shareholders requesting
the meeting.

The Custodian and the Transfer Agent. First National Bank of Commerce
in New Orleans acts as Custodian of the Fund. The Custodian holds
cash, securities and other assets of the Fund as required by the 1940 Act.

Supervised Service Company ("SSC"), 811 Main Street, Kansas City,
Missouri 64105, acts as transfer agent for the Fund under a Transfer
Agent Agreement. SSC also acts as the dividend disbursing agent
and shareholder servicing agent for the Fund.

Page 21

What are Some Additional Considerations for Investors?

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

The Fund has agreed to waive any sales charge on shares sold to
the Trust. Furthermore, FT Evaluators L.P. has agreed to waive
its usual fee for acting as Evaluator of the Trust's portfolio
with respect to that portion of the portfolio comprised of Fund
shares, since information with respect to the price of the Fund's
shares is readily available to it. In addition, the Indenture
requires the Trustee to vote all shares of the Fund held in the
Trust in the same manner and ratio on all proposals as the vote
of owners of Fund shares not held by the Trust.

The value of the Fund's shares, like the value of the Treasury
Obligations, will fluctuate over the life of the Trust and may
be more or less than the price at which they were deposited in
the Trust. The Fund's shares may appreciate or depreciate in value
(or pay dividends or other distributions) depending on the full
range of economic and market influences affecting the securities
in which it is invested and the success of the Fund's Adviser
in anticipating or taking advantage of such opportunities as they
may occur. However, the Sponsor believes that, upon termination
of the Trust, even if the Fund shares deposited in the Trust are
worthless, an event which the Sponsor considers highly unlikely,
the Treasury Obligations will provide sufficient principal to
at least equal $11.00 per Unit (which is equal to the per Unit
value upon maturity of the Treasury Obligations) for those individuals
purchasing on the Initial Date of Deposit (or any other Date when
the value of the Units is $11.00 or less). This feature of the
Trust provides Unit holders with principal protection, although
they might forego any earnings on the amount invested. To the
extent that Units are purchased at a price less than $11.00 per
Unit, this feature may also provide a potential for capital appreciation.

Unless a Unit holder purchases Units of the Trust on the Initial
Date of Deposit (or another date when the value of the Units is
$11.00 or less), total distributions, including distributions
made upon termination of the Trust, may be less than the amount
paid for a Unit.

The Sponsor, Adviser, Underwriter, Fund and the Trustee shall
not be liable in any way for any default, failure or defect in
any Security. In the event of a notice that any Treasury Obligation
will not be delivered ("Failed Treasury Obligations") to the Trust,
the Sponsor is authorized under the Indenture to direct the Trustee
to acquire other Treasury Obligations ("Replacement Treasury Obligations").
Any Replacement Treasury Obligation deposited in the Trust will
have the same maturity value and, as closely as can be reasonably
acquired by the Sponsor, the same maturity date. The Replacement
Treasury Obligations must be purchased within 30 days after the
deposit of the Failed Treasury Obligations and the purchase price
may not exceed the amount of funds reserved for the purchase of
the Failed Treasury Obligations.

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

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

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

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

Page 22

a Unit holder's investment but may dispose of Securities only
under limited circumstances. See "How May Securities be Removed
from the Trust?" Of course, the portfolio of the Fund will be
changing as the Adviser attempts to achieve the Fund's objective.

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

PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
of the offering side evaluation of the Treasury Obligations in
the Trust and the net asset value of the Fund shares in the Trust,
plus or minus cash, if any, in the Capital and Income Accounts
held or owned by the Trust, plus a sales charge of 4.5% (equivalent
to 4.712% of the net amount invested) divided by the amount of
Units of the Trust outstanding.

During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate of the offering side evaluation of the
Treasury Obligations and the net asset value of the Fund shares
in the Trust divided by the amount of Units of the Trust outstanding.
For secondary market sales after the completion of the initial
offering period, the Public Offering Price is based on the aggregate
bid side evaluation of the Treasury Obligations and the net asset
value of the Fund shares in the Trust, plus or minus cash, if
any, in the Capital and Income Accounts held or owned by the Trust,
plus a maximum sales charge of 4.5% of the Public Offering Price
(equivalent to 4.712% of the net amount invested) divided by the
number of outstanding Units of the Trust.

The minimum purchase in the Trust is $1,000. The applicable sales
charge is reduced by a discount as indicated below for volume
purchases (except for sales made pursuant to a "wrap fee account"
or similar arrangements as set forth below):

Sales Charge
Primary and Secondary
__________________________

Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ _________ __________

5,000 but less than 10,000 0.25% 0.2506%
10,000 but less than 25,000 0.50% 0.5025%
25,000 but less than 50,000 1.00% 1.0101%
50,000 or more 2.00% 2.0408%

Any such reduced sales charge shall be the responsibility of the
selling Underwriter or dealer. The reduced sales charge structure
will apply on all purchases of Units in the Trust by the same
person on any one day from any one underwriter or dealer. Additionally,
Units purchased in the name of the spouse of a purchaser or in
the name of a child of such purchaser under 21 years of age will
be deemed, for the purposes of calculating the applicable sales
charge, to be additional purchases by the purchaser. The reduced
sales charges will also be applicable to a trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary
account. The purchaser must inform the Underwriter or dealer of
any such combined purchase prior to the sale in order to obtain
the indicated discount. With respect to the employees, officers
and directors (including their immediate families and trustees,
custodians or a fiduciary for the benefit of such person) of the
Sponsor, Underwriters, dealers and their subsidiaries, the sales
charge is reduced by 2.0% of the Public Offering Price for purchases
of Units during the initial and secondary offering periods.

Units may be purchased in the primary or secondary market at the
Public Offering Price less the concession the Sponsor typically
allows to dealers and other selling agents for purchases (see
"Public Offering-How

Page 23

are Units Distributed?") by investors who purchase Units through
registered investment advisers, certified financial planners or
registered broker-dealers who in each case either charge periodic
fees for financial planning, investment advisory or asset-management
services, or provide such services in connection with the establishment
of an investment account for which a comprehensive "wrap fee"
is imposed.

Had the Units of the Trust been available for sale on the business
day immediately prior to the Initial Date of Deposit, the Public
Offering Price would have been as indicated in "Summary of Essential
Information." The Public Offering Price of Units on the date of
this prospectus or during the initial offering period may vary
from the amount stated under "Summary of Essential Information"
in accordance with fluctuations in the prices of the underlying
Securities. During the initial offering period, the aggregate
value of the Units of the Trust shall be determined (a) on the
basis of the offering prices of the Treasury Obligations and the
net asset value of the Fund shares therein plus or minus a pro
rata share of cash, if any, in the Capital and Income Accounts
of the Trust, (b) if offering prices are not available for the
Treasury Obligations, on the basis of offering prices for comparable
securities, (c) by determining the value of the Treasury Obligations
on the offer side of the market by appraisal, or (d) by any combination
of the above.

After the completion of the initial offering period, the secondary
market Public Offering Price will be equal to the bid price per
Unit of the Treasury Obligations and the net asset value of the
Fund shares therein plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of the Trust plus the
applicable sales charge.

The offering price of the Treasury Obligations in the Trust may
be expected to be greater than the bid price of the Treasury Obligations
by less than 2%.

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

How are Units Distributed?

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

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

It is the intention of the Sponsor to qualify Units of the Trust
for sale in a number of states. Sales in the primary and secondary
market will be made to dealers and other selling agents at prices
which represent a concession or agency commission of 3.0% of the
Public Offering Price. The Placement Agent will receive a concession
or agency commission of 3.5% of the Public Offering Price for
primary market sales of the Trust.

The Sponsor reserves the right to change the amount of the concession
or agency commission from time to time. Certain commercial banks
are making Units of the Trust available to their customers on
an agency basis. A portion of the sales charge paid by these customers
is retained by or remitted to the banks in the amounts indicated
above. Under the Glass-Steagall Act, banks are prohibited from
underwriting Trust

Page 24

Units; however, the Glass-Steagall Act does permit certain agency
transactions and the banking regulators have not indicated that
these particular agency transactions are not permitted under such
Act. In Texas and in certain other states, any banks making Units
available must be registered as broker/dealers under state law.

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

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

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

What are the Sponsor's Profits?

The Sponsor of the Trust will receive a gross sales commission
equal to 4.5% of the Public Offering Price of the Units (equivalent
to 4.712% of the net amount invested), less any reduced sales
charge for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Public Offering-How
are Units Distributed?" for information regarding the receipt
of the excess gross sales commissions by the Sponsor from the
Underwriters and additional concessions available to the dealers
and other selling agents. In addition, the Sponsor may be considered
to have realized a profit or sustained a loss, as the case may
be, in the amount of any difference between the cost of the Treasury
Obligations to the Trust (which is based on the Evaluator's determination
of the aggregate offering price of the underlying Treasury Obligations
of such Trust on the Initial Date of Deposit) and the cost of
such Treasury Obligations to the Sponsor. See Note (2) of "Schedule
of Investments." During the initial offering period, the Underwriters
may also realize profits or sustain losses as a result of fluctuations
after the Date of Deposit in the Public Offering Price received
by the dealers and other selling agents upon the sale of Units.

The Sponsor will deposit all shares of the Fund at net asset value,
i.e., without a sales charge, and so will not receive any profit
from the deposit of Fund shares.

In maintaining a market for the Units, the Sponsor or Underwriters
will also realize profits or sustain losses in the amount of any
difference between the price at which Units are purchased and
the price at which

Page 25

Units are resold (which price includes a sales charge of 4.5%)
or redeemed. The secondary market public offering price of Units
may be greater or less than the cost of such Units to the Sponsor
or Underwriters.

Will There be a Secondary Market?

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

RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

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

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

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

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

Page 26

How are Income and Capital Distributed?

The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the
Trust on or about the Distribution Dates to Unit holders of record
on the preceding Record Date. See "Summary of Essential Information."
Proceeds received from rebated Rule 12b-1 fees, if any, or on
the sale of any Securities in the Trust, to the extent not used
to meet redemptions of Units or pay expenses, will be distributed
at least annually on each Distribution Date to Unit holders of
record on the preceding Record Date. Income with respect to the
original issue discount on the Treasury Obligations in the Trust,
will not be distributed currently, although Unit holders will
be subject to Federal income tax as if a distribution had occurred.
See "What is the Federal Tax Status of Unit Holders?"

The Record Date and Distribution Date were established so as to
occur shortly after the record date and the payment dates of the
Fund. The Fund normally pays dividends on its net investment income
quarterly. Net realized capital gains, if any, will be distributed
at least annually.

Within a reasonable time after the Trust is terminated, each Unit
holder will, upon surrender of his or her Units for redemption,
receive: (i) the number of shares of the Fund attributable to
his or her Units, which will be distributed "in-kind" directly
to his or her account, rather than redeemed, (ii) a pro rata share
of the amounts realized upon the disposition of the Treasury Obligations
and (iii) a pro rata share of any other assets of the Trust, less
expenses of the Trust, subject to the limitation that Treasury
Obligations may not be sold to pay for Trust expenses. Not less
than 60 days prior to the termination of the Trust, Unit holders
will be offered the option of having the proceeds from the disposition
of the Treasury Obligations in the Trust invested on the date
such proceeds become available to the Trust, in additional shares
of the Fund at net asset value. Such shares will not be subject
to a sales charge or a contingent deferred sales load but such
shares will incur Rule 12b-1 fees, if any, as do all other shares
held directly by investors in the Fund. Unless a Unit holder indicates
that he or she wishes to reinvest such amounts, they will be paid
in cash, as indicated above. A Unit holder may, of course, at
any time after the Fund shares are distributed to his or her account,
instruct the Fund to redeem all or a portion of the shares in
his or her account. Shares of the Fund, as more fully described
in its prospectus, will be redeemed at the then current net asset
value. If within 180 days after the termination of the Trust a
registered owner of Units has not surrendered the Units, the Trustee
shall liquidate the shares of the Fund held for such Unit holder
and hold the funds to which such Unit holder is entitled until
such Units are surrendered.

The Trustee will credit to the Income Account of the Trust any
dividends, distributions or rebated Rule 12b-1 fees, if any, received
on the Fund shares therein. All other receipts (e.g., return of
principal, etc.) are credited to the Capital Account of the Trust.

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

How Can Distributions to Unit Holders be Reinvested?

Each Unit holder of the Trust will have distributions of principal
or income automatically invested in Fund shares (if Fund shares
are registered in the Unit holder's state of residence) deposited
at such share's net asset value next computed, unless he or she
indicates at the time of purchase, or subsequently notifies the
Trustee in writing, that he or she wishes to receive cash payments.
Shares of the Fund obtained through reinvestment will not be subject
to a sales charge, although such shares will incur Rule 12b-1
fees, if any, as do all other shares held directly by investors
in the Fund. Reinvestment by the Trust in Fund shares will normally
be made as of the distribution date of the Trust after the Trustee
deducts therefrom the expenses of the Trust.

Additional information with respect to the investment objective
and policies of the Fund is contained in its Additional Statement,
which can be obtained by calling 1-800-462-9511.

Unit holders who are receiving distributions in cash may elect
to participate in the automatic reinvestment feature by filing
with the Trustee an election to have such distributions reinvested
without a sales charge. Such election must be received by the
Trustee at least ten days prior to the Record Date applicable to

Page 27

any distribution in order to be in effect for such Record Date.
Any such election shall remain in effect until a subsequent notice
is received by the Trustee.

Exchange Privilege. Shares of the Fund held in a Unit holder's
reinvestment account may be exchanged generally at net asset value.
You may exchange Class A or Class B shares of any Fund for Class
A or Class B shares, respectively, of any other Marquis Fund without
paying any additional sales charge. You may exchange an investment
in Class A shares of any Fund for shares of the Money Market Fund
and move your investment back into Class A shares of any Fund,
without paying any additional sales charge. See "Exchange Privilege"
in the Fund's prospectus for additional information regarding
the exchange procedure. THE EXCHANGE PRIVILEGE DOES NOT APPLY
TO Marquis Funds Value Equity Fund SHARES IN THE TRUST'S PORTFOLIO,
ONLY TO A UNIT HOLDER'S REINVESTMENT ACCOUNT.

General Information on Exchanges. You must have received a current
prospectus of the Fund into which you wish to move your investment
before the exchange will be effected. Exchanges will be made only
after instructions in writing or by telephone (an "Exchange Request")
are received by SSC. If an Exchange Request in good order is received
by SSC by 3:00 p.m. central standard time, on any Business Day,
the exchange will occur on that day. The exchange privilege may
be exercised only in those states where the class or shares of
the "new" fund may legally be sold.

Customers who beneficially own shares held of record by a financial
institution should contact that institution if they wish to exchange
shares. The institution will contact SSC and effect the exchange
on behalf of the Customer.

The Trust reserves the right to change the terms or conditions
of the exchange privilege discussed herein upon sixty days' notice.

What Reports Will Unit Holders Receive?

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

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his or her Units
by tender to the Trustee at its corporate trust office in the
City of New York of the certificates representing the Units to
be redeemed, or in the case of uncertificated Units, delivery
of a request for redemption, duly endorsed or accompanied by proper
instruments of transfer with signature guaranteed as explained
above (or by providing satisfactory indemnity, as in connection
with lost, stolen or destroyed certificates), and payment of applicable
governmental charges, if any. No redemption fee will be charged.
On the third business day following such tender, the Unit holder
will be entitled to receive in cash an amount for each Unit equal
to the redemption price per Unit next computed after receipt by
the Trustee of such tender of Units. The day of tender is deemed
to be the date on which Units are received by the Trustee, except
that as regards Units received after 4:00 p.m. eastern standard
time, the date of tender is the next day on which the NYSE is
open for trading and such Units will be deemed to have been tendered
to the Trustee on such day for redemption at the redemption price
computed on that day. Units so redeemed shall be cancelled.

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

The Trustee is empowered to sell Securities of the Trust in order
to make funds available for redemption. To the extent that Securities
are sold, the size and diversity of the Trust will be reduced.
Such sales may be required at a time when Securities would not
otherwise be sold and might result in lower prices than might otherwise

Page 28

be realized. Shares of the Fund will be sold to meet redemptions
of Units before Treasury Obligations, although Treasury Obligations
may be sold if the Trust is assured of retaining a sufficient
principal amount of Treasury Obligations to provide funds upon
maturity of the Trust at least equal to $11.00 per Unit.

The redemption price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
bid price of the Treasury Obligations and the net asset value
of the Fund shares in the Trust, plus or minus cash, if any, in
the Capital and Income Accounts of the Trust, while the Public
Offering Price per Unit during the initial offering period will
be determined on the basis of the offering price of such Treasury
Obligations, as of the close of trading on the NYSE on the date
any such determination is made and the net asset value of the
Fund shares in the Trust, plus or minus cash, if any, in the Capital
and Income Accounts. On the Initial Date of Deposit, the Public
Offering Price per Unit (which is based on the offering prices
of the Treasury Obligations and the net asset value of the Fund
shares and includes the sales charge) exceeded the Unit value
at which Units could have been redeemed (based upon the current
bid prices of the Treasury Obligations and the net asset value
of the Fund shares in the Trust) by the amount shown under "Summary
of Essential Information." The Redemption Price per Unit is the
pro rata share of each Unit determined by the Trustee by adding:
(1) the cash on hand in the Trust other than cash deposited in
the Trust to purchase Securities not applied to the purchase of
such Securities; (2) the aggregate value of the Securities (including
"when issued" contracts, if any) held in the Trust, as determined
by the Evaluator on the basis of bid prices of the Treasury Obligations
and the net asset value of the Fund shares next computed; and
(3) dividends or other distributions receivable on Fund shares
trading ex-dividend as of the date of computation and amounts
accrued, if any, for rebated Rule 12b-1 fees; and deducting therefrom:
(1) amounts representing any applicable taxes or governmental
charges payable out of the Trust; (2) an amount representing estimated
accrued expenses of the Trust, including but not limited to fees
and expenses of the Trustee (including legal and auditing fees),
the Evaluator, the Supervisor and counsel fees, if any; (3) cash
held for distribution to Unit holders of record of the Trust as
of the business day prior to the evaluation being made; and (4)
other liabilities incurred by the Trust; and finally dividing
the results of such computation by the number of Units of the
Trust outstanding as of the date thereof.

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

How May Units be Purchased by the Sponsor?

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

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

How May Securities be Removed from the Trust?

The portfolio of the Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
a Security in the unlikely event that an issuer of a Security defaults in

Page 29

the payment of dividends or interest or there exist certain other
materially adverse conditions described in the Indenture.

The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of the Trust tendered for redemption and the
payment of expenses; provided, however, that in the case of Securities
sold to meet redemption requests, Treasury Obligations may only
be sold if the Trust is assured of retaining a sufficient principal
amount of Treasury Obligations to provide funds upon maturity
of the Trust at least equal to $11.00 per Unit. Treasury Obligations
may not be sold to meet Trust expenses.

INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

Nike Securities L.P., the Sponsor, specializes in the underwriting,
trading and distribution of unit investment trusts and other securities.
Nike Securities L.P., an Illinois limited partnership formed in
1991, acts as Sponsor for successive series of The First Trust
Combined Series, The First Trust Special Situations Trust, The
First Trust Insured Corporate Trust, The First Trust of Insured
Municipal Bonds and The First Trust GNMA. First Trust introduced
the first insured unit investment trust in 1974 and to date more
than $9 billion in First Trust unit investment trusts have been
deposited. The Sponsor's employees include a team of professionals
with many years of experience in the unit investment trust industry.
The Sponsor is a member of the National Association of Securities
Dealers, Inc. and Securities Investor Protection Corporation and
has its principal offices at 1001 Warrenville Road, Lisle, Illinois
60532; telephone number (708) 241-4141. As of December 31, 1994,
the total partners' capital of Nike Securities L.P. was $10,863,058
(audited). (This paragraph relates only to the Sponsor and not
to the Trust or to any series thereof or to any other Underwriter.
The information is included herein only for the purpose of informing
investors as to the financial responsibility of the Sponsor and
its ability to carry out its contractual obligations. More detailed
financial information will be made available by the Sponsor upon request.)

Who is the Trustee?

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

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

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

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

Page 30

Limitations on Liabilities of Sponsor and Trustee

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

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

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

Who is the Evaluator?

The Evaluator is FT Evaluators L.P., an Illinois limited partnership
formed in 1994 and an affiliate of the Sponsor. The Evaluator's
address is 1001 Warrenville Road, Lisle, Illinois 60532. The Evaluator
may resign or may be removed by the Sponsor and the Trustee, in
which event the Sponsor and the Trustee are to use their best
efforts to appoint a satisfactory successor. Such resignation
or removal shall become effective upon the acceptance of appointment
by the successor Evaluator. If upon resignation of the Evaluator
no successor has accepted appointment within 30 days after notice
of resignation, the Evaluator may apply to a court of competent
jurisdiction for the appointment of a successor.

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

OTHER INFORMATION

How May the Indenture Be Amended or Terminated?

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

The Indenture provides that the Trust shall terminate upon the
maturity, redemption or other disposition of the last of the Treasury
Obligations held in the Trust but in no event beyond the Mandatory
Termination Date indicated herein under "Summary of Essential
Information." The Trust may be liquidated at any time by consent
of 100% of the Unit holders of the Trust or by the Trustee in
the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of the Trust are tendered for redemption
by the Underwriters, including the Sponsor. If the Trust is liquidated
because of the redemption of unsold Units of the Trust by the
Underwriter, the Sponsor will refund to each purchaser of Units
of the Trust the entire sales charge paid by such purchaser. In
the event of termination, written notice thereof will be sent
by the Trustee to all Unit holders

Page 31

of the Trust. Within a reasonable period after termination, the
Trustee will follow the procedures set forth under "How are Income
and Principal Distributed?"

Legal Opinions

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

Experts

The statement of net assets, including the Schedule of Investments,
of the Trust at the opening of business on the Initial Date of
Deposit appearing in this Prospectus and Registration Statement
has been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon appearing elsewhere herein and
in the Registration Statement, and is included in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.

Page 32

REPORT OF INDEPENDENT AUDITORS

The Sponsor, Nike Securities L.P., and Unit Holders
The First Trust Special Situations Trust, Series 120

We have audited the accompanying statement of net assets, including
the schedule of investments, of The First Trust Special Situations
Trust, Series 120, comprised of Marquis Value Equity & Treasury
Securities Trust, Series 1, as of the opening of business on
, 1995. This statement of net assets is the responsibility
of the Trust's Sponsor. Our responsibility is to express an opinion
on this statement of net assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the statement
of net assets is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the statement of net assets. Our procedures included
confirmation of the letter of credit held by the Trustee and deposited
in the Trust at the opening of business on , 1995.
An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating
the overall presentation of the statement of net assets. We believe
that our audit of the statement of net assets provides a reasonable
basis for our opinion.

In our opinion, the statement of net assets referred to above
presents fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 120, comprised
of Marquis Value Equity & Treasury Securities Trust, Series 1,
at the opening of business on , 1995, in conformity
with generally accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
, 1995

Page 33

Statement of Net Assets

Marquis Value Equity & Treasury Securities Trust, Series 1
The First Trust Special Situations Trust, Series 120
At the Opening of Business on , 1995
the Initial Date of Deposit

ASSETS

<S> <C>
Investment in Securities represented by purchase contracts (1) (2) $
==========
Organizational costs (3)
Total assets

LIABILITIES

Accrued organizational costs
Net assets $
==========

==========
Units outstanding
==========

</TABLE>

ANALYSIS OF NET ASSETS

<S> <C>
Cost to investors (4) $
Less sales charge (4)
__________
Net assets $
==========

</TABLE>
[FN]

NOTES TO STATEMENT OF NET ASSETS

(1) The aggregate cost of the Securities listed under "Schedule
of Investments" is based on the offering side evaluations of the
Treasury Obligations and the net asset value of the Fund shares.

(2) An irrevocable letter of credit totaling $ ,
issued by Bankers Trust Company, has been deposited with the Trustee
which is sufficient for the purchase of the Securities pursuant
to contracts for the purchase of such Securities.

(3) The Trust will bear all or a portion of its estimated organizational
costs which will be deferred and amortized over five years from
the Initial Date of Deposit.

(4) The aggregate cost to investors includes a sales charge computed
at the rate of 4.5% of the Public Offering Price (equivalent to
4.712% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.

Page 34

Schedule of Investments

Marquis Value Equity & Treasury Securities Trust, Series 1
The First Trust Special Situations Trust, Series 120
At the Opening of Business on , 1995
the Initial Date of Deposit

PORTFOLIO

Approximate
Percentage of Cost of
Maturity Aggregate Securities
Value Name of Issuer and Title of Security (1) Offering Price to Trust (2)
________ ________________________________________ ______________ ____________
<C> <S> <C> <C>
Zero Coupon U.S. Treasury bonds
$ maturing on % $

Number of
Shares
_________

Marquis Funds Value Equity Fund %
________ ________
Total Investments 100% $
======== ========

</TABLE>
[FN]
_________________

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

Shares of Marquis Funds Value Equity Fund (the "Fund") have
been valued at their net asset value as of the opening of business
on the Initial Date of Deposit.

All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter
of credit has been deposited with the Trustee. The contracts to
purchase the Securities were entered into by the Sponsor on
, 1995.

(2) The cost of the Securities to the Trust represents the offering
side evaluation as determined by FT Evaluators L.P., the Evaluator
(an affiliate of the Sponsor) with respect to the Treasury Obligations
and the net asset value with respect to the Fund shares acquired.
The offering side evaluation of the Treasury Obligations is greater
than the bid side evaluation of such Treasury Obligations which
is the basis on which the Redemption Price per Unit will be determined
after the initial offering period. The aggregate value, based
on the bid side evaluation of the Treasury Obligations and the
net asset value of the Fund shares on the Initial Date of Deposit,
was $ . Cost and profit to the Sponsor relating to the
purchase of the Treasury Obligations were $ and
$ , respectively. Cost and profit to the Sponsor
relating to the Fund shares were $ and $
, respectively.

Page 35

CONTENTS:
<S> <C>
Summary of Essential Information 4
Marquis Value Equity & Treasury Securities
Trust, Series 1
The First Trust Special Situations Trust, Series 120:
What is The First Trust Special Situations Trust? 5
What are the Expenses and Charges? 6
What is the Federal Tax Status of Unit Holders? 7
Why are Investments in the Trust Suitable for
Retirement Plans? 10
Portfolio:
What are Treasury Obligations? 11
What is Marquis Funds Equity Value Fund? 11
Fund Expenses 11
What are the Fund's Investment Policies? 13
Description of Permitted Investments and
Risk Factors 13
Who is the Management of Marquis Funds
Value Equity Fund? 18
Fund Performance Information 20
Additional Information 21
What are Some Additional Considerations
for Investors? 22
Public Offering:
How is the Public Offering Price Determined? 23
How are Units Distributed? 24
What are the Sponsor's Profits? 25
Will There be a Secondary Market? 26
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 26
How are Income and Capital Distributed? 27
How Can Distributions to Unit Holders
be Reinvested? 27
What Reports Will Unit Holders Receive? 28
How May Units be Redeemed? 28
How May Units be Purchased by the Sponsor? 29
How May Securities be Removed from the Trust? 29
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 30
Who is the Trustee? 30
Limitations on Liabilities of Sponsor and Trustee 31
Who is the Evaluator? 31
Other Information:
How May the Indenture Be Amended
or Terminated? 31
Legal Opinions 32
Experts 32
Report of Independent Auditors 33
Statement of Net Assets 34
Schedule of Investments 35

</TABLE>

___________

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

First National
Bank of Commerce
in New Orleans

Marquis Value
Equity & Treasury
Securities Trust
Series 1

Placement Agent:
First National Bank of Commerce in
New Orleans

210 Baronne Street
New Orleans, Louisiana 70112

Trustee:
United States Trust Company
of New York

770 Broadway
New York, New York 10003

Servicing Agent:
Supervised Service Company

811 Main Street
Kansas City, Missouri 64105

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE

, 1995

Page 36

MEMORANDUM

Re: The First Trust Special Situations Trust, Series 120

As indicated in our cover letter transmitting the
Registration Statement on Form S-6 and other related material
under the Securities Act of 1933 to the Commission, the only
difference of consequence (except as described below) between The
First Trust Special Situations Trust, Series 121, which is the
current fund, and The First Trust Special Situations Trust,
Series 120, the filing of which this memorandum accompanies, is
the change in the series number. The list of bonds comprising
the Fund, the evaluation, record and distribution dates and other
changes pertaining specifically to the new series, such as size
and number of Units in the Fund and the statement of condition of
the new Fund, will be filed by amendment.

1940 ACT

FORMS N-8A AND N-8B-2

These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 121 Prospectus relate to the series number and size and
the date and various items of information which will be derived
from and apply specifically to the bonds deposited in the Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

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

ITEM B This Registration Statement on Form S-6 comprises the
following papers and documents:

The facing sheet

The Cross-Reference Sheet

The Prospectus

The signatures

Exhibits

Financial Data Schedule

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
120 has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Lisle and State of Illinois on June 29, 1995.

THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 120
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Carlos E. Nardo
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following person in the capacity and on the date indicated:

NAME TITLE* DATE

Robert D. Van Kampen Sole Director of
Nike Securities June 29, 1995
Corporation, the
General Partner of
Nike Securities L.P. Carlos E. Nardo
Attorney-in-Fact**

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

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

S-2
CONSENTS OF COUNSEL

The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1, 3.2, 3.3 and 3.4 of the Registration Statement.

CONSENT OF ERNST & YOUNG LLP

The consent of Ernst & Young LLP to the use of its name and
to the reference to such firm in the Prospectus included in this
Registration Statement will be filed by amendment.

CONSENT OF FT EVALUATORS L.P.

The consent of FT Evaluators L.P. to the use of its name in
the Prospectus included in the Registration Statement is filed as
Exhibit 4.1 to the Registration Statement

S-3
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for First
Investors Special Situations Growth & Treasury Securities
Trust, Series 1 and certain subsequent Series, effective
June 27, 1994 among Nike Securities L.P., as Depositor,
The Bank of New York, as Trustee, First Trust Advisors
L.P., as Evaluator, and First Trust Advisors L.P., as
Portfolio Supervisor (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-54199] filed on
behalf of First Investors Special Situations Growth &
Treasury Securities Trust, Series 1).

1.1.1* Form of Trust Agreement for Series 120 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York, as Trustee, FT Evaluators L.P., as
Evaluator and First Trust Advisors L.P. as Portfolio
Supervisor.

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

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

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

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

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

3.1* Opinion of counsel as to legality of Securities being
registered.

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

S-4

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

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

4.1* Consent of FT Evaluators L.P.

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

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

___________________________________
* To be filed by amendment.

S-5