FIRST TRUST SPECIAL SITUATIONS TRUST SER 120, 485BPOS, 1998-12-09

FIRST TRUST SPECIAL SITUATIONS TRUST SER 120
485BPOS, 1998-12-09

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File No. 33-60813

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004

POST-EFFECTIVE
AMENDMENT NO. 3

TO
FORM S-6

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

THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1
(Exact Name of Trust)

NIKE SECURITIES L.P.
(Exact Name of Depositor)

1001 Warrenville Road
Lisle, Illinois 60532

(Complete address of Depositor's principal executive offices)

NIKE SECURITIES L.P. CHAPMAN AND CUTLER
Attn: James A. Bowen Attn: Eric F. Fess
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603

(Name and complete address of agents for service)

It is proposed that this filing will become effective (check
appropriate box)

: : immediately upon filing pursuant to paragraph (b)
: x : December 9, 1998
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)

Pursuant to Rule 24f-2 under the Investment Company Act of
1940, the issuer has registered an indefinite amount of
securities. A 24f-2 Notice for the offering was last filed on
October 22, 1998.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1
104,145 Units

PROSPECTUS
Part One
Dated November 25, 1998

Note: Part One of this Prospectus may not be distributed unless accompanied by
Part Two.

The Trust

The Marquis Value Equity & Treasury Securities Trust (the "Trust") is a unit
investment trust consisting of a portfolio of "zero coupon" U.S. Treasury
bonds (Treasury Obligations) and shares of the One Group Disciplined Value
Equity Fund (One Group). One Group is an open-end diversified management
investment company, commonly known as a mutual fund. At October 16, 1998,
each Unit represented a 1/104,145 undivided interest in the principal and net
income of the Trust (see "The Trust" in Part Two).

The Units being offered by this Prospectus are issued and outstanding Units
which have been purchased by the Sponsor in the secondary market or from the
Trustee after having been tendered for redemption. The profit or loss
resulting from the sale of Units will accrue to the Sponsor. No proceeds from
the sale of Units will be received by the Trust.

Public Offering Price

The Public Offering Price per Unit is equal to the aggregate value of the
Securities in the Portfolio of the Trust, plus or minus cash, if any, in the
Income and Capital accounts of the Trust, divided by the number of Units
outstanding, plus a sales charge of 4.5% of the Public Offering Price (4.712%
of the amount invested, excluding income and principal cash). At October 16,
1998, the Public Offering Price per Unit was $13.7338 (see "Public Offering"
in Part Two).

Please retain both parts of this Prospectus for future reference.
______________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
______________________________________________________________________________

NIKE SECURITIES L.P.
Sponsor

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AS OF OCTOBER 16, 1998
Sponsor: Nike Securities L.P.
Evaluator: First Trust Advisors, L.P.
Trustee: The Chase Manhattan Bank

GENERAL INFORMATION

<S> <C>
Aggregate Maturity Value of Treasury Obligations in the Trust $1,042,000
Aggregate Number of Shares of One Group in the Trust 56,299
Number of Units 104,145
Fractional Undivided Interest in the Trust per Unit 1/104,145
Public Offering Price per Unit:
Aggregate Value of Securities in the Portfolio $1,426,155
Aggregate Value of Securities per Unit $13.6939
Income and principal cash (overdraft) in the Portfolio $(63,052)
Income and principal cash (overdraft) per Unit $(.6054)
Sales Charge 4.712% (4.5% of Public Offering Price) $.6453
Public Offering Price per Unit $13.7338
Redemption Price and Sponsor's Repurchase Price per
Unit ($.6453 less than the Public Offering Price
per Unit) $13.0885

</TABLE>
Date Trust Established August 14, 1995
Mandatory Termination Date February 15, 2007
Evaluator's Annual Fee: $.0020 per $10 principal amount of Treasury
Obligations outstanding. Evaluations for purposes of sale, purchase or
redemption of Units are made as of the close of trading (4:00 p.m. Eastern
time) on the New York Stock Exchange on each day on which it is open.
Annual amortization of deferred organization costs: $4,423 annually
Supervisory fee payable to an affiliate Maximum of $.0015 per Unit
of the Sponsor outstanding annually
Bookkeeping and administrative expenses payable Maximum of $.0010 per Unit
to the Sponsor outstanding annually

Trustee's Annual Fee: $.0096 per Unit outstanding.
Record Date: As soon as practicable after One Group's ex-dividend date.
Distribution Date: As soon as practicable after One Group's distribution date.

<PAGE>

THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Unit Holders of The First Trust Special Situations
Trust, Series 120, Marquis Value Equity
& Treasury Securities Trust, Series 1

We have audited the accompanying statement of assets and liabilities,
including the portfolio, of The First Trust Special Situations Trust, Series
120, Marquis Value Equity & Treasury Securities Trust, Series 1 as of July 31,
1998, and the related statements of operations and changes in net assets for
each of the two years in the period then ended and for the period from the
Initial Date of Deposit, August 14, 1995, to July 31, 1996. These financial
statements are the responsibility of the Trust's Sponsor. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of July 31, 1998, by
correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The First Trust Special
Situations Trust, Series 120, Marquis Value Equity & Treasury Securities
Trust, Series 1 at July 31, 1998, and the results of its operations and
changes in its net assets for each of the two years in the period then ended
and for the period from the Initial Date of Deposit, August 14, 1995, to July
31, 1996, in conformity with generally accepted accounting principles.

ERNST & YOUNG LLP
Chicago, Illinois
October 30, 1998

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

STATEMENT OF ASSETS AND LIABILITIES

July 31, 1998

<TABLE>
<CAPTION>
ASSETS

<S> <C>
Securities, at market value (cost, including
accretion on the treasury obligations,
$1,469,792)(Note 1) $1,752,865
Unamortized deferred organization costs 9,004
__________
1,761,869
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND NET ASSETS

<S> <C> <C>
Accrued liabilities 3,089
Cash overdraft 55,501
__________
58,590
__________

Net assets, applicable to 116,925 outstanding
units of fractional undivided interest:
Cost of Trust assets, including accretion
on the treasury obligations (Note 1) $1,469,792
Net unrealized appreciation (Note 2) 283,073
Distributable funds (deficit) (49,586)
__________

$1,703,279
==========

Net asset value per unit $14.5673
==========

</TABLE>

See accompanying notes to financial statements.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

PORTFOLIO

July 31, 1998

<TABLE>
<CAPTION>
Maturity Market
value Name of Issuer and Title of Security value

<C> <S> <C>
Zero Coupon U.S. Treasury bonds
$1,287,000 (1) maturing February 15, 2007 $799,986
==========

</TABLE>
<TABLE>
<CAPTION>

<C> <S> <C>
58,423 Marquis Funds Value Equity Fund 952,879
========== (See Note 4 to financial statements) __________

Total investments $1,752,865
==========
</TABLE>

(1) The treasury obligations have been purchased at a discount from their
par value because there is no stated interest income thereon. Over the
life of the treasury obligations the value increases, so that upon
maturity the holders will receive 100% of the principal amount thereof.

See accompanying notes to financial statements.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Period from the
Initial Date
of Deposit,
Year ended July 31, Aug. 14, 1995,
to July 31,
1998 1997 1996

<S> <C> <C> <C>
Interest income $57,758 144,641 43,890

Dividends:
Ordinary income 63,049 33,887 15,642
Capital gain 112,846 61,171 6,031
_____________________________________
Total investment income 233,653 239,699 65,563

Expenses:
Trustee's fees and related expenses (3,166) (3,229) (2,825)
Evaluator's fees (345) (370) (262)
Supervisory fees (222) (297) (200)
Administrative fees (147) (198) (134)
Amortization of deferred
organization costs (4,423) (4,423) (4,265)
_____________________________________
Total expenses (8,303) (8,517) (7,686)
_____________________________________
Investment income - net 225,350 231,182 57,877

Net gain (loss) on investments:
Net realized gain (loss) 178,922 (88,763) -
Change in unrealized appreciation
or depreciation (153,941) 517,300 (80,286)
_____________________________________
24,981 428,537 (80,286)
_____________________________________
Net increase (decrease) in net
assets resulting from operations $250,331 659,719 (22,409)
=====================================

</TABLE>

See accompanying notes to financial statements.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Period from the
Initial Date
of Deposit,
Year ended July 31, Aug. 14, 1995,
to July 31,
1998 1997 1996

<S> <C> <C> <C>
Net increase (decrease) in net
assets resulting from operations:
Investment income - net $225,350 231,182 57,877
Net realized gain (loss)
on investments 178,922 (88,763) -
Change in unrealized appreciation
or depreciation on investments (153,941) 517,300 (80,286)
_______________________________________
250,331 659,719 (22,409)

Unit redemptions (48,109 and
41,966 units in 1998 and 1997,
respectively) (711,220) (486,188) -
Units issued (197,000 in 1996) - - 2,162,744

Distributions to unit holders:
Investment income - net (44,649) (24,806) (7,167)
Principal from investment
transactions (112,461) (60,895) -
_______________________________________
(157,110) (85,701) (7,167)
_______________________________________
Total increase (decrease) in net
assets (617,999) 87,830 2,133,168

Net assets:
At the beginning of the period
(representing 165,034, 207,000
and 10,000 units outstanding
at August 1, 1997 and 1996 and
August 14, 1995, respectively) 2,321,278 2,233,448 100,280
_______________________________________
At the end of the period
(including distributable
funds (deficit) applicable
to Trust units of $(49,586),
($243,375) and $6,820 at
July 31, 1998, 1997 and 1996,
respectively) $1,703,279 2,321,278 2,233,448
=======================================

Trust units outstanding at the end
of the period 116,925 165,034 207,000

</TABLE>

See accompanying notes to financial statements.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

NOTES TO FINANCIAL STATEMENTS

1. Significant accounting policies

Security valuation -

The treasury obligations are stated at values as determined by First Trust
Advisors L.P., an affiliate of the Sponsor. The values are based on (1)
current bid prices for the securities obtained from dealers or brokers who
customarily deal in securities comparable to those held by the Trust, (2)
current bid prices for comparable securities, (3) appraisal or (4) any
combination of the above.

Shares of Marquis Funds Value Equity Fund (Marquis) are stated at Marquis'
published net asset value as reported by the Evaluator. Net asset value is
determined by dividing the value of Marquis' securities plus any cash and
other assets (including accrued interest and dividends receivable) less all
liabilities (including accrued expenses) by the number of shares outstanding,
adjusted to the nearest whole cent. (See Note 4.)

Investment income -

Dividends from the Marquis shares are recorded on Marquis' ex-dividend date.
Interest income consists of amortization of original issue discount and market
discount or premium on the treasury obligations. Such amortization is
included in the cost of the treasury obligations rather than in distributable
funds because it is not currently available for distribution to unit holders.

Security cost -

Cost of the Trust's treasury obligations is based on the offering price of the
treasury obligations on the dates the treasury obligations were deposited in
the Trust, plus amortization of original issue discount and amortization of
market discount or premium. Cost of the Marquis shares is based on the net
asset value of such shares on the dates the shares were deposited in the
Trust. The cost of securities sold is determined on the average cost method.
Sales of securities are recorded on the trade date.

Federal income taxes -

The Trust is not taxable for Federal income tax purposes. Each unit holder is
considered to be the owner of a pro rata portion of the Trust and,
accordingly, no provision has been made for Federal income taxes.

Expenses of the Trust -

The Trust pays a fee for Trustee services which is based on $.0096 per annum
per unit outstanding based on the largest aggregate number of units
outstanding during the calendar year. Prior to September 1, 1995, the Trustee
was United States Trust Company of New York; effective September 1, 1995, The
Chase Manhattan Bank succeeded United States Trust Company of New York as
Trustee. The Evaluator receives an annual fee based on $0.002 per $10.00
principal amount of treasury obligations outstanding. Additionally, the Trust
pays recurring financial reporting costs, an annual supervisory fee payable to
an affiliate of the Sponsor and an annual administrative fee payable to the
Sponsor.

<PAGE>

Organization Costs -

The Trust has paid a portion of the costs incurred to organize 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's portfolio and
the initial fees and expenses of the Trustee. Such costs totaling $22,115
have been deferred and will be amortized over five years from the Initial Date
of Deposit.

2. Unrealized appreciation and depreciation

An analysis of net unrealized appreciation at July 31, 1998 follows:

<TABLE>
<CAPTION>
Treasury Marquis
obligations shares Total

<S> <C> <C> <C>
Unrealized appreciation $42,486 240,587 283,073
Unrealized depreciation - - -
___________________________________

$42,486 240,587 283,073
===================================
</TABLE>

3. Other information

Cost to investors -

The cost to initial investors of units of the Trust was based on the aggregate
offering price of the treasury obligations and the net asset value of the
Marquis shares on the date of an investor's purchase, plus a sales charge of
4.5% of the public offering price which is equivalent to approximately 4.712%
of the net amount invested.

Distributions to unit holders -

Distributions to unit holders are made as soon as practicable after Marquis'
distribution date.

<PAGE>
Selected data per unit of the Trust outstanding
throughout each period -

<TABLE>
<CAPTION>
Period from the
Initial Date
of Deposit,
Year ended July 31, Aug. 14, 1995,
to July 31,
1998 1997 1996

<S> <C> <C> <C>
Investment income - interest and
dividends $1.5795 1.3181 .4984
Expenses (.0561) (.0468) (.0584)
______________________________________
Investment income - net 1.5234 1.2713 .4400

Distributions to unit holders:
Investment income - net (.2779) (.1292) (.0828)
Principal from investment
transactions (.6999) (.3172) -

Net gain (loss) on investments (.0438) 2.4510 .4044
______________________________________
Total increase (decrease) in
net assets .5018 3.2759 .7616

Net assets:
Beginning of the period 14.0655 10.7896 10.0280
______________________________________

End of the period $14.5673 14.0655 10.7896
======================================
</TABLE>

Investment income - interest and dividends, expenses and investment income -
net per unit have been calculated based on the weighted average number of
units outstanding during each period (147,926, 181,855 and 131,540 units
during the periods ended July 31, 1998, 1997 and 1996, respectively).
Distributions to unit holders of investment income - net per unit reflects the
Trust's cash distributions of approximately $.2779 per unit to 160,693 units
on December 31, 1997, approximately $.1292 per unit to 192,008 units on
January 21, 1997, approximately $.0696 per unit to 85,000 units on December
26, 1995 and approximately $.0132 per unit to 95,000 units on January 3, 1996.
Distributions to unit holders of principal from investment transactions
reflects the Trust's cash distributions of approximately $.6999 per unit to
160,693 units on December 31, 1997 and approximately $.3172 per unit to
192,008 units on January 21, 1997. The net gain (loss) on investments per
unit during the period ended July 31, 1996 includes the effects of changes
arising from issuance of 197,000 additional units during the period at net
asset values which differed from the net asset value per unit of the original
10,000 units ($10.0280 per unit) on August 14, 1995.

4. Subsequent event

On July 30, 1998, shareholders of Marquis Value Equity Fund approved an
Agreement and Plan of Reorganization under which the fund would transfer all
of its assets to the One Group Disciplined Value Equity Fund in exchange for
shares of such fund. Accordingly, in August 1998, the Trust received shares
of the One Group Disciplined Value Equity Fund in exchange for the shares of
Marquis which it held.

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1

PART ONE
Must be Accompanied by Part Two

___________________
P R O S P E C T U S
___________________

SPONSOR: Nike Securities L.P.
1001 Warrenville Road
Lisle, Illinois 60532
(800) 621-1675

TRUSTEE: The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2413

LEGAL COUNSEL Chapman and Cutler
TO SPONSOR: 111 West Monroe Street
Chicago, Illinois 60603

LEGAL COUNSEL Carter, Ledyard & Milburn
TO TRUSTEE: 2 Wall Street
New York, New York 10005

INDEPENDENT Ernst & Young, LLP
AUDITORS: Sears Tower
233 South Wacker Drive
Chicago, Illinois 60606

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 statement and exhibits relating thereto, which the Trust has
filed with the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.

MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST

The First Trust (registered trademark) Special Situations Trust

PROSPECTUS
Part Two NOTE: THIS PART TWO PROSPECTUS MAY
Dated December 9, 1998 ONLY BE USED WITH PART ONE

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

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 OF THE AMOUNT INVESTED.

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

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 forgo
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 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

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

Page 1

The Treasury Obligations deposited in the Trust will mature on the
Treasury Obligations Maturity Date set forth in Part One. 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" in
Part One. The Trust will automatically terminate shortly after the
maturity of the Treasury Obligations deposited therein.

Public Offering Price. The 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 $100,000.
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), capital gains, if any, 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. 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 as set forth in "Summary of
Essential Information" in Part One. As of the date of this Prospectus,
the Sponsor is maintaining a secondary market. If a secondary market is
not maintained in the future, a Unit holder may redeem 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. 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. 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 is The One Group Disciplined Value Fund?-Risk Factors and
Description of Permitted Investments."

Page 2

MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST SERIES

The First Trust (registered trademark) Special Situations Trust

What is Marquis Value Equity & Treasury Securities Trust?

The Marquis Value Equity & Treasury Securities Trust is one of a series
of investment companies created by the Sponsor under the name of Marquis
Value Equity & Treasury Securities 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 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, The Chase Manhattan Bank, as Trustee and First Trust Advisors
L.P., as Portfolio Supervisor and Evaluator.

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 The One Group Disciplined Value Fund (formerly
known as Marquis Funds Value Equity Fund) (the "Fund"). Banc One
Corporation (One First National Plaza, Chicago, Illinois 60670), through
its affiliates, may be deemed for purposes of the Investment Company Act
of 1940, to control the Fund. This is because as of July 30, 1998, Banc
One Corporation or its affiliates possessed the power to vote
substantially all of the Class I shares of the Fund. The Fund is a
mutual fund with the investment objective of capital appreciation with a
secondary goal of achieving current income by investing primarily in
equity securities. The Fund invests primarily in the equity securities
of companies with below-market average price-to-earnings and price-to-
book value ratios. The Fund considers the issuer's soundness and
earnings prospects. If Banc One Investment Advisors determine that a
company's fundamentals are declining or that the company's ability to
pay dividends has been impaired, it likely may consider eliminating the
Fund's holding of the company's stock. The Fund invests in equity
securities which may increase or decrease in value. Therefore, the value
of your investment in the fund may increase or decrease in value. See
"What is The One Group Disciplined Value Fund?-Risk Factors and
Description of Permitted Investments." 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.

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. 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. 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). 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. See "Rights of Unit Holders-How May Units be
Redeemed?" The Trust has a Mandatory Termination Date as set forth
herein under "Summary of Essential Information" in Part One.

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" in Part
One, the Sponsor will not receive any fees in connection with its
activities relating to the Trust.

Page 3

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" in Part One 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. The
fee may exceed the aggregate 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.

First Trust Advisors L.P., in its capacity as Evaluator for the Trust,
will receive an annual fee as indicated in the "Summary of Essential
Information" in Part One. No fee is paid to the Evaluator with respect
to the Fund shares in the Trust. Such fee is based on the largest
aggregate number of Units of the Trust outstanding during the calendar
year.

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 an annual fee set forth in the "Summary
of Essential Information." Such fee is based upon the largest aggregate
number of Units of the Trust outstanding during the calendar year,
except during the initial offering period, in which case the fee is
calculated based on the largest number of Units outstanding during the
period for which compensation is paid. 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." Because the above fees are generally calculated based on
the largest aggregate number of Units of the Trust outstanding during a
calendar year, the per Unit amounts set forth under "Summary of
Essential Information" will be higher during any year in which
redemptions of Units occur. 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 the above described 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.

Each of the above mentioned 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. In addition,
with respect to the fees payable to the Sponsor or an affiliate of the
Sponsor for providing bookkeeping and other administrative services,
supervisor services and evaluation services, such individual fees may
exceed the actual costs of providing such services for the Trust, but at
no time will the total amount received for such services rendered to all
unit investment trusts of which Nike Securities L.P. is the Sponsor in
any calendar year exceed the actual cost to the Sponsor or its affiliate
of supplying such services in such year.

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

Page 4

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 advisors in
determining the Federal, state, local and any other tax consequences of
the purchase, ownership and disposition of Units in the Trust. For
purposes of the following discussions and opinions, it is assumed that
shares in the Fund represent shares in an entity treated as a regulated
investment company for Federal income tax purposes.

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 each 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 considered to be received by the Trust.

2. Each Unit holder will have a taxable event when the Trust disposes
of a Security (whether by sale, exchange, liquidation, redemption,
payment at maturity or otherwise) or upon the sale or redemption of
Units by such Unit holder (except to the extent an in-kind distribution
of stocks is received by such Unit holder as described below). The price
a Unit holder pays for his or her Units 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 valuation date closest to the date
the Unit holder purchases his or her Units) in order to determine his or
her initial tax basis (before adjustment for accrual of original issue
discount) for his or her pro rata portion of each Security held by the
Trust. Unit holders should consult their own tax advisors with regard to
calculation of basis. The Treasury Obligations held by the Trust are
treated as stripped bonds and are 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 (determined at the
time he or she acquires his or her Units in the manner described above)
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 Treasury Regulations relating to stripped bonds. To the
extent the amount of such discount is less than the respective "de
minimis" amount, such discount is generally 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 advisors regarding the

Page 5

Federal income tax consequences and accretion of original issue
discount. For Federal income tax purposes, a Unit holder's pro rata
portion of dividends (other than designated capital gain dividends as
discussed below) 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, the holding period for such capital gain will
be determined by the period of time a Unit holder has held his or her
Units.

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. 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). Unit
holders should consult their tax advisors regarding the recognition of
such capital gains and losses for Federal income tax purposes.

Dividends Received Deduction. Distributions on the Fund shares which are
taxable as ordinary income to the Unit holders will constitute dividends
for Federal income tax purposes. To the extent dividends received by the
Fund are attributable to foreign corporations, a corporation that owns
Units will not be entitled to the dividends received deduction with
respect to the pro rata portion of such dividends, since the dividends
received deduction is generally available only with respect to dividends
paid by domestic corporations. However, to the extent dividends received
by the Fund are from United States corporations (other than real estate
investment trusts) and are designated by the Fund as being eligible for
the dividends received deduction, distributions received by corporate
Unit holders with respect to Fund shares attributable to such dividends
may qualify for the 70% dividends received deduction, subject to
limitations otherwise applicable to the availability of the deduction.
It should be noted that various legislative proposals that would affect
the dividends received deduction have been introduced. Unit holders
should consult with their tax advisors with respect to the limitation on
a possible modification of the dividends received deduction.

Recognition of Taxable Gain or Loss Upon Disposition of Securities by
the Trust or Disposition of Units. 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 The One Group Equity
Index 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. Distributions of the Fund's net capital
gain which the Fund properly designates as capital gain dividends will
be 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.
The Internal Revenue Service Restructuring and Reform Act of 1998 (the
"1998 Tax Act") provides that for taxpayers other than corporations, net
capital gain (which is defined as net long-term capital gain over net
short-term capital loss for the taxable year) realized from property
(with certain exclusions) is subject to a maximum marginal stated tax
rate of 20% (10% in the case of certain taxpayers in the lowest tax
bracket). Capital gain or loss is long-term if the holding period for
the asset is more than one year, and is short-term if the holding period
for the asset is one year or less. The date on which a Unit is acquired
(i.e., the "trade date") is excluded for purposes of determining the
holding period of the Unit. The legislation is generally effective
retroactively for amounts properly taken into account on or after
January 1, 1998. Capital gains realized from assets held for one year or
less are taxed at the same rates as ordinary income.

Note, however, that the 1998 Tax Act (and the Taxpayer Relief Act of
1997 (the "1997 Act")) provide that the application of the rules
described above in the case of pass-through entities such as the Fund
will be prescribed in future Treasury Regulations. The Internal Revenue
Service has released preliminary guidance which provides that, in

Page 6

general, pass-through entities such as the Fund may designate their
capital gains dividends as either a 20% rate gain distribution, an
unrecaptured section 1250 gain distribution, or a 28% rate gain
distribution, depending upon the nature of the gain received by the pass-
through entity. Unit holders should consult their own tax advisors as to
the tax rate applicable to capital gain dividends.

In addition, please note that capital gains may be recharacterized as
ordinary income in the case of certain financial transactions that are
considered "conversion transactions" effective for transactions entered
into after April 30, 1993. Unit holders and prospective investors should
consult with their tax advisors regarding the potential effect of this
provision on their investment in Units.

If the Unit holder disposes of a Unit, he or she is deemed thereby to
have disposed of his or her entire pro rata interest in all assets of
the Trust, including his or her pro rata portion of all the Equity
Securities represented by the Unit.

The 1997 Act includes provisions that treat certain transactions
designed to reduce or eliminate risk of loss and opportunities for gain
(e.g., short sales, offsetting notional principal contracts, futures or
forward contracts, or similar transactions) as constructive sales for
purposes of recognition of gain (but not loss) and for purposes of
determining the holding period. Unit holders should consult their own
tax advisors with regard to any such constructive sales rules.

Limitations on Deductibility of the Trust's Expenses by Unit Holders.
Each Unit holder's pro rata share of each expense paid by the Trust is
deductible by the Unit holder to the same extent as though the expense
had been paid directly by him. It should be noted that as result of the
Tax Reform Act of 1986, certain miscellaneous itemized deductions, such
as investment expenses, tax return preparation fees and employee
business expenses will be deductible by an individual only to the extent
they exceed 2% of such individual's adjusted gross income. Unit holders
may be required to treat some or all of the expenses of the Trust as
miscellaneous itemized deductions subject to this limitation. Unit
holders should consult with their tax advisors regarding the limitations
on the deductibility of Trust expenses.

If more than 50% of the value of the total assets of the Fund consists
of stock or securities in foreign corporations, 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 the foreign tax credit with respect to 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 advisors regarding this election and its consequences to them.

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 will result in the Unit
holder receiving an undivided interest in whole shares of the Fund plus,
possibly, cash.

The potential tax consequences that may occur under an In-Kind
Distribution with respect to each Fund Share will depend on whether or
not a Unit holder receives cash in addition to Fund Shares. A Unit
holder will not recognize gain or loss with respect to Fund Shares if a
Unit holder only receives shares of the Fund in exchange for his or her
pro rata portion in each share of the Fund held by the Trust. However,
if a Unit holder also receives cash in exchange for a fractional share
of the Fund, such Unit holder will generally recognize gain or loss

Page 7

based upon the difference between the amount of cash received by the
Unit holder and his or her tax basis in such fractional share of the
Fund. Because a Unit holder will receive cash in exchange for his or her
pro rata portion in each Treasury Obligation held by the Trust, such
Unit holder will generally recognize gain or loss based upon the
difference between the amount of cash received by the Unit holder and
his or her tax basis in such Treasury Obligation, regardless of whether
the Unit holder reinvests the cash relating to the Treasury Obligations
into additional Fund Shares.

Because the Trust will own many Securities, a Unit holder who requests
In Kind Distribution will have to analyze the tax consequences with
respect to each Security owned by the Trust. 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 advisors in this regard.

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 advisors.

Unit holders will be notified annually of the amounts of original issue
discount, dividend 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 advisors
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.

The foregoing discussion relates only to the tax treatment of United
States Unit holders ("U.S. Unit holders") with regard to Federal and
certain aspects of New York State and City income taxes. Unit holders
may be subject to taxation in New York or in other jurisdictions and
should consult their own tax advisors in this regard. As used herein,
the term "U.S. Unit holder" means an owner of a Unit in the Trust that
(a) is (i) for United States Federal income tax purposes a citizen or
resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or
of any political subdivision thereof, or (iii) an estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source or (b) does not qualify as a U.S. Unit holder
in paragraph (a) but whose income from a Unit is effectively connected
with such Unit holder's conduct of a United States trade or business.
The term also includes certain former citizens of the United States
whose income and gain on the Units will be taxable.

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 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 advisors
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.

Page 8

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 The One Group Disciplined Value Fund?

The portfolio of the Trust also contains shares of The One Group
Disciplined Value Fund.

The One Group Disciplined Value Fund (the "Fund") seeks capital
appreciation with a secondary goal of achieving current income by
investing primarily in equity securities. See "Risk Factors and
Description of Permitted Investments" below.

The Fund offers three classes of shares ("Class A," "Class B" and "Class
I") 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 at net asset value without a
sales charge 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 1-800-480-4111. 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 as of November 1, 1998.

<TABLE>
<CAPTION>
Class A
Shares
________
<S> <C>
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases (as a percentage of offering price) (1) 4.50%
Sales Charge on Reinvested Dividends None
Maximum Contingent Deferred Sales Charge on Redemptions None
Redemption Fees None
Exchange Fees None

______________

<FN>
(1)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% in the secondary
market.
</FN>
</TABLE>

Page 9

<TABLE>
<CAPTION>
<S> <C>
Annual Fund Operating Expenses
(as a percentage of average net assets)
Investment Advisory Fees .74%
12b-1 Fees (after fee waiver) (2) .25%
Other Expenses (3) .26%

Total Fund Operating Expenses (after fee waiver) (3) 1.25%

<FN>
(2)Due to 12b-1 fees long-term Class A shareholders may pay more than
the equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers. Without the
voluntary waiver, 12b-1 fees would be .35%.

(3)Without the voluntary reduction of 12b-1 fees, Total Operating
Expenses would be 1.35%.
</FN>
</TABLE>

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.

1 year 3 years 5 years 10 years
______ _______ _______ ________
Class A Shares $ 57 $ 83 $111 $189

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

The Rule 12b-1 fees, if any, imposed on shares held in the Trust will be
rebated to the Trust and will be used to reduce expenses of the Trust
resulting in increased distributions to Unit holders. 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 Rule 12b-1 fees, if any, at such time as shares are
acquired.

Financial Highlights

The financial highlights are intended to help you understand the Fund's
financial performance. The total returns in the table represent the rate
a shareholder would have earned on an investment in the Fund (assuming
reinvestment of all dividends and distributions). This information has
been derived from financial statements audited by PricewaterhouseCoopers
LLP, whose report, along with the Fund's financial statements, is
incorporated by reference in the Statement of Additional Information,
which is available upon request.

Page 10

<TABLE>
<CAPTION>
Class A
Year ended June 30,
<S> <C> <C> <C>
1998 1997 1996
_______ _______ _______
Net Asset Value, Beginning of Period $ 15.68 $ 14.72 $ 13.22
Investment Activities:
Net investment income 0.10 0.19 0.25
Net realized and unrealized gains (losses) from investments 3.99 2.57 2.28
Total from Investment Activities 4.09 2.76 2.53
Distributions:
From net investment income (0.10) (0.19) (0.25)
In excess of net investment income (2.74) (1.61) (0.78)
From net realized gains - - -
Total Distributions (2.84) (1.80) (1.03)
Net Asset Value, End of Period $ 16.93 $ 15.68 $ 14.72
Total Return (Excludes Sales Charge) 27.90% 20.21% 19.80%
Ratios/Supplementary Data:
Net Assets at end of period (000) $29,443 $23,909 $20,838
Ratio of expenses to average net assets 1.21% 1.23% 1.24%
Ratio of net investment income to average net assets 0.60% 1.26% 1.79%
Ratio of expenses to average net assets* 1.31% 1.31% 1.35%
Ratio of net investment income to average net assets* 0.50% 1.18% 1.68%
Portfolio turnover (a) 106.41% 92.66% 90.55%

<FN>
* During the period, certain fees were voluntarily reduced. If such
voluntary fee reductions had not occurred, the ratios would have been as
indicated. (a) Portfolio turnover is calculated on the basis of the
Fund as a whole without distinguishing among the classes of shares issued.
</FN>
</TABLE>

What are the Fund's Investment Practices and Policies?

The Fund invests in a variety of securities and employs a number of
investment techniques. Each security and technique involves certain
risks. What follows is a list of the securities and techniques utilized
by the Fund, as well as the risks inherent in their use. Equity
securities are subject mainly to market risk. Fixed income securities
are primarily influenced by market, credit and prepayment risks,
although certain securities may be subject to additional risks. For a
more complete discussion, see the Statement of Additional Information.
Following the table is a more complete discussion of risk. The Fund's
investment objective and the investment policies summarized below are
fundamental. This means that they cannot be changed without the consent
of a majority of the outstanding shares of the Fund. The full text of
the fundamental policies can be found in the Statement of Additional
Information.

The Fund may not:

1. Purchase an issuer's securities if as a result more than 5% of its
total assets would be invested in the securities of that issuer or the
Fund would own more than 10% of the outstanding voting securities of
that issuer. This does not include securities issued or guaranteed by
the United States, its agencies or instrumentalities, and repurchase
agreements involving these securities. This restriction applies with
respect to 75% of the Fund's total assets.

2. Concentrate its investments in the securities of one or more
issuers conducting their principal business in a particular industry or
group of industries. This does not include obligations issued or
guaranteed by the U.S. government or its agencies and instrumentalities
and repurchase agreements involving such securities.

3. Make loans, except that the Fund may (i) purchase or hold debt
instruments in accordance with its investment objective and policies;
(ii) enter into repurchase agreements; and (iii) engage in securities
lending.

Additional investment policies can be found in the Statement of
Additional Information.

Temporary Defensive Position

Sometimes Banc One Investment Advisors or the Sub-Advisor decides that
the Fund should temporarily be invested in cash and cash equivalents.
Cash equivalents include:

Page 11

Securities issued by the U.S. Government, its agencies and
instrumentalities; Repurchase Agreements; Certificates of Deposit;
Bankers' Acceptances; Commercial Paper (rated in one of the two highest
rating categories); Variable Rate Master Demand Notes and Bank Money
Market Deposit Accounts.

The Fund may temporarily invest up to 100% of their total assets in cash
and cash equivalents. While the Fund is engaged in a temporary defensive
position, it will not be pursuing its investment objectives. Therefore,
the Fund will pursue a temporary defensive position only when market
conditions warrant.

Portfolio Turnover

Portfolio turnover may vary greatly from year to year, as well as within
a particular year. Higher portfolio turnover rates will likely result in
higher transaction costs to the Funds and may result in additional tax
consequences to you. The portfolio turnover rate for the Fund for the
fiscal year ended June 30, 1998 is shown on the Financial Highlights. To
the extent portfolio turnover results in short-term capital gains, such
gains will generally be taxed at ordinary income tax rates.

Risk Factors and Description of Permitted Investments

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 Statement of Information.

U.S. Treasury Obligations: Bills, notes, bonds, STRIPS and CUBES.

Treasury Receipts: TRS, TIGRs, and CATS.

U.S. Government Agency Securities: Securities issued by agencies and
instrumentalities of the U.S. Government. These include Ginnie Mae,
Fannie Mae, and Freddie Mac.

Certificates of Deposit: Negotiable instruments with a stated maturity.

Time Deposits: Non-negotiable receipts issued by a bank in exchange for
the deposit of funds.

Common Stock: Shares of ownership of a company.

Repurchase Agreements: The purchase of a security and the simultaneous
commitment to return the security to the seller at an agreed upon price
on an agreed upon date. This is treated as a loan.

Reverse Repurchase Agreement: The sale of a security and the
simultaneous commitment to buy the security back at an agreed upon price
on an agreed upon date. This is treated as a borrowing by a Fund.

Securities Lending: The lending of up to 33-1/3% of the Fund's total
assets. In return the Fund will receive cash, other securities, and/or
letters of credit as collateral.

When-Issued Securities and Forward Commitments: Purchase or contract to
purchase securities at a fixed price for delivery at a future date.

Investment Company Securities: Shares of other mutual funds, including
money market funds of The One Group and shares of other investment
companies for which Banc One Investment Advisors serves as investment
advisor or administrator. Banc One Investment Advisors will waive
certain fees when investing in funds for which it serves as investment
advisor.

Convertible Securities: Bonds or preferred stock that convert to common
stock.

Call and Put Options: A call option gives the buyer the right to buy,
and obligates the seller of the option to sell, a security at a
specified price. A put option gives the buyer the right to sell, and
obligates the seller of the option to buy, a security at a specified
price. The Funds will sell only covered call and secured put options.

Futures and Related Options: A contract providing for the future sale
and purchase of a specified amount of a specified security, class of
securities, or an index at a specified time in the future and at a
specified price.

Real Estate Investment Trusts ("REITs"): Pooled investment vehicles
which invest primarily in income producing real estate or real estate
related loans or interest.

Bankers' Acceptances: Bills of exchange or time drafts drawn on and
accepted by a commercial bank. Maturities are generally six months or
less.

Commercial Paper: Secured and unsecured short-term promissory notes
issued by corporations and other entities. Maturities generally vary
from a few days to nine months.

Foreign Securities: Stocks issued by foreign companies, as well as
commercial paper of foreign issuers and obligations of foreign banks,
overseas branches of U.S. banks and supranational entities. Includes
American Depositary Receipts.

Page 12

Restricted Securities: Securities not registered under the Securities
Act of 1933, such as privately placed commercial paper and Rule 144A
securities.

Variable and Floating Rate Instruments: Obligations with interest rates
which are reset daily, weekly, quarterly or some other period and which
may be payable to the Fund on demand.

Preferred Stock: A class of stock that generally pays a dividend at a
specified rate and has preference over common stock in the payment of
dividends and in liquidation.

Swaps, Caps and Floors: A Fund may enter into these transactions to
manage its exposure to changing interest rates and other factors. Swaps
involve an exchange of obligations by two parties. Caps and floors
entitle a purchaser to a principal amount from the seller of the cap or
floor to the extent that a specified index exceeds or falls below a
predetermined interest rate or amount.

New Financial Products: New options and futures contracts and other
financial products continue to be developed and the Funds may invest in
such options, contracts and products.

Standard & Poor's Depository Receipts ("SPDRs"): SPDRs represent
ownership in a long-term unit investment trust that holds a portfolio
common stock, designed to track the price performance and dividend yield
of the S&P 500 Index. A SPDR entitles a holder to receive proportionate
quarterly cash distributions corresponding to the dividends that accrue
to the S&P 500 Index stocks in the underlying portfolio, less trust
expenses.

Below is a more complete discussion of the types of risks inherent in
the securities and investment techniques listed above. Because of these
risks, the value of the securities held by the Fund may fluctuate, as
will the value of your investment in the Fund. Certain investments are
more susceptible to these risk than others.

Credit Risk. The risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a
financial obligation. Credit risk is generally higher for non-investment
grade securities. The price of a security can be adversely affected
prior to actual default as its credit status deteriorates and the
probability of default rises.

Leverage Risk. The risk associated with securities or practices that
multiply small index or market movements into large changes in value.
Leverage is often associated with investments in derivatives, but also
may be embedded directly in the characteristics of other securities.

Hedged. When a derivative (a security whose value is based on another
security or index) is used as a hedge against an opposite position that
the fund also holds, any loss generated by the derivative should be
substantially offset by gains on the hedged investment, and vice versa.
While hedging can reduce or eliminate losses, it can also reduce or
eliminate gains. Hedges are sometimes subject to imperfect matching
between the derivative and underlying security, and there can be no
assurance that the Fund's hedging transactions will be effective.

Speculative. To the extent that a derivative is not used as a hedge, the
fund is directly exposed to the risks of that derivative. Gains or
losses from speculative positions in a derivative may be substantially
greater than the derivative's original cost.

Liquidity Risk. The risk that certain securities may be difficult or
impossible to sell at the time and the price that would normally prevail
in the market. The seller may have to lower the price, sell other
securities instead or forego an investment opportunity, any of which
could have a negative effect on fund management or performance. This
includes the risk of missing out on an investment opportunity because
the assets necessary to take advantage of it are tied up in less
advantageous investments.

Management Risk. The risk that a strategy used by the Fund's management
may fail to produce the intended result. This includes the risk that
changes in the value of a hedging instrument will not match those of the
asset being hedged. Incomplete matching can result in unanticipated risks.

Market Risk. The risk that the market value of a security may move up
and down, sometimes rapidly and unpredictably. These fluctuations may
cause a security to be worth less than the price originally paid for it,
or less than it was worth at an earlier time. Market risk may affect a
single issuer, industry, sector of the economy or the market as a whole.
There is also the risk that the current interest rate may not accurately
reflect existing market rates. For fixed income securities, market risk
is largely, but not exclusively, influenced by changes in interest
rates. A rise in interest rates typically causes a fall in values, while
a fall in rates typically causes a rise in values. Finally, key
information about a security or market may be inaccurate or unavailable.
This is particularly relevant to investments in foreign securities.

Page 13

Political Risk. The risk of losses attributable to unfavorable
governmental or political actions, seizure of foreign deposits, changes
in tax or trade statutes, and governmental collapse and war.

Foreign Investment Risk. The risk associated with higher transaction
costs, delayed settlements, currency controls and adverse economic
developments. This also includes the risk that fluctuations in the
exchange rates between the U.S. dollar and foreign currencies may
negatively affect an investment. Adverse changes in exchange rates may
erode or reverse any gains produced by foreign currency denominated
investments and may widen any losses. Exchange rate volatility also my
affect the ability of an issuer to repay U.S. dollar denominated debt,
thereby increasing credit risk.

Pre-Payment Risk. The risk that the principal repayment of a security
will occur at an unexpected time, especially that the repayment of a
mortgage or asset-backed security occurs either significantly sooner or
later than expected. Changes in pre-payment rates can result in greater
price and yield volatility. Pre-payments generally accelerate when
interest rates decline. When mortgage and other obligations are prepaid,
the Fund may have to reinvest in securities with a lower yield. Further,
with early prepayment, the Fund may fall to recover any premium paid,
resulting in an unexpected capital loss.

Tax Risk. The risk that the issuer of the securities will fail to comply
with certain requirements of the Internal Revenue Code, which would
cause adverse tax consequences.

Regulatory Risk. The risk associated with Federal and state laws which
may restrict the remedies that a mortgage lender has when a borrower
defaults on mortgage loans. These laws include restrictions on
foreclosures, redemption rights after foreclosure, Federal and state
bankruptcy and debtor relief laws, restrictions on "due on sale"
clauses, and state usury laws.

Who is the Management of The One Group Disciplined Value Fund?

The Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. The Fund
described in this prospectus is diversified. The Fund is supervised by
the Board of Trustees.

The Trustees oversee the management and administration of the Fund. The
Trustees are responsible for making major decisions about the Fund's
investment objectives and policies, but delegate the day-to-day
administration of the Funds to the officers of The One Group.

Banc One Investment Advisors makes the day-to-day investment decisions
for the Fund and continuously review, supervise and administer the
Fund's investment programs. Banc One Investment Advisors has served as
investment advisor to The One Group since 1993. Prior to that time, The
One Group was advised by affiliates of Banc One Investment Advisors. In
addition to The One Group, Banc One Investment Advisors serves as
investment advisor to other mutual funds and individual, corporate,
charitable and retirement accounts. As of June 30, 1998, Banc One
Investment Advisors, an indirect, wholly-owned subsidiary of BANK ONE
CORPORATION, managed over $59 billion in assets.

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219,
a wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds
and distributes shares through selling brokers, financial institutions,
investment advisors, and other financial representatives. The One Group
Services Company also serves as the Fund's administrator. The One Group
Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory compliance
and reporting. For these services, The One Group Services Company
receives a fee based on the total assets of The One Group. For the first
$1.5 billion in One Group assets, The One Group Services Company
receives an annual fee of .20% of the Fund's average daily net assets.
The annual rate declines to .18% on assets up to $2 billion, and to .16%
when assets exceed $2 billion. The fee is calculated daily and paid
monthly. Banc One Investment Advisors, the Sub-Administrator, provides
office space, equipment, and facilities, as well as legal and regulatory
support.

Year 2000

Preparing for the Year 2000 is a high priority for The One Group Family
of Mutual Funds. Both The One Group Services Company and Banc One
Investment Advisors have formed dedicated teams to help them
successfully achieve Year 2000 compliance. In addition, these teams are
responsible for assessing the readiness of all other service providers
to The One Group. Year 2000 remediation efforts are directed toward both

Page 14

information technology and non-information technology systems. Non-
information technology systems include elevators, photocopy machines,
and facsimile machines, and should have no significant impact on the
delivery of services to The One Group. Banc One Investment Advisors has
identified 49 information technology systems and interfaces that provide
service and support to The One Group. Each system is assigned a priority
rating: high, medium or low. Systems rated "high" are those which are
essential to the operation of The One Group. Each system rated "high" is
scheduled to be Year 2000 compliant by December 31, 1998. All systems
will be tested for compliance throughout 1999.

Many, if not all, of the systems are owned or operated by third party
servicers (for example, The One Group's Custodian). Consequently,
remediation efforts must be made by those servicers. Banc One Investment
Advisors and The One Group Services Company have, and will continue to,
monitor the remediation progress of the service providers. This process
involves documentation, on-site visits, and review of remediation plans
and test results. Both Banc One Investment Advisors and The One Group
Services Company have budgeted in excess of $700,000 in fiscal year 1998
and over $1 million in fiscal year 1999 toward the remediation effort
for all systems and interfaces. Neither The One Group nor its
shareholders will bear any of the direct remediation expenses.

Neither The One Group Services Company nor Banc One Investment Advisors
currently anticipates that the move to Year 2000 will have a material
impact on their ability to continue to provide the Funds with service at
current levels. Likewise, The One Group currently anticipates that the
move to Year 2000 will not have a material impact on its operations.

Determination of Net Asset Value. Shares are sold at net asset value
("NAV") plus a sales charge, if any. Each class of shares in the Fund
has a different NAV. This is primarily because each class has different
distribution expenses. NAV per share is calculated by dividing the total
market value of the Fund's investments and other assets allocable to a
class (minus class expenses) by the number of outstanding shares in that
class. A Fund's NAV changes every day. NAV is calculated each business
day following the close of the New York Stock Exchange (the "NYSE") at
4:00 p.m. ET. On occasion, the NYSE will close before 4 p.m. ET. When
that happens, NAV will be calculated as of the time the NYSE closes.

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
advisors 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
Statement of Additional Information.

Dividends and Dividend Reinvestment. The Fund generally declares
dividends on the last business day of each month. Dividends are
distributed on the first business day of the next month. Capital gains,
if any, for the Fund is distributed at least annually.

The Fund pays dividends and distributions on a per-share basis. This
means that the value of your shares will be reduced by the amount of the
payment. If you purchase shares shortly before the record date for a
dividend or the distribution of capital gains, you will pay the full
price for the shares and receive some portion of the price back as a
taxable dividend or distribution.

You automatically will receive all income dividends and capital gain
distributions in additional shares of the Fund, unless you have elected
to take such payment in cash. The price of the shares is the net asset
value determined immediately following the dividend record date.
Reinvested dividends and distributions receive the same tax treatment as
dividends and distributions paid in cash.

If you want to change the way in which you receive dividends and
distributions, you must write to State Street Bank & Trust Company at
P.O. Box 8528, Boston, MA 02266-8528, at least 15 days prior to the
distribution. The change is effective upon receipt by State Street.

Taxation of Distributions. The Fund will distribute substantially all of
its net investment income (including, for this purpose, net short-term
capital gains) on at least an annual basis. Dividends you receive from
the Fund, whether reinvested or received in cash, will be taxable to
you. Dividends from the Fund's net investment income will be taxable as
ordinary income and dividends from the Fund's long-term capital gains
will be taxable to you as such, regardless of how long you have held the
shares.

Page 15

Dividends paid in January, but declared in October, November or December
of the previous year, will be considered to have been paid the previous
December.

Tax Status of the Fund. intends to qualify as a "regulated investment
company" for Federal income tax purposes. If the Fund qualifies, as it
has in the past, it will pay no federal income tax on the earnings 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 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 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.

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 three separate
classes, Class A, Class B and Class I 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 of 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. State Street Bank and Trust
Company, P.O. Box 8528, Boston, MA 02266-8528, or your Shareholder
Servicing Agent, if appropriate, handles shareholder recordkeeping and

Page 16

statementing, distributes dividends, and processes buy and sell
requests. As the Fund's custodian, State Street holds the Fund's assets,
settles all portfolio trades and assists in calculating the Fund's net
asset values. Bank One Trust Company, N.A. serves as sub-custodian in
connection with the Funds' securities lending activities under an
agreement with State Street Bank and Trust Company. Bank One Trust
Company, N.A. is paid a fee by the Funds for this service.

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, First Trust Advisors 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). This feature of the Trust
provides Unit holders who purchase Units at a Public Offering Price of
$11.00 or less 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 a 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.

The Trust consists of the Securities listed under "Portfolio" in Part
One 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.

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 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.

Like other investment companies, financial and business organizations
and individuals around the world, the Trust could be adversely affected
if the computer systems used by the Sponsor, Evaluator, Portfolio
Supervisor or Trustee or other service providers to the Trust do not
properly process and calculate date-related information and data
involving dates of January 1, 2000 and thereafter. This is commonly
known as the "Year 2000 Problem." The Sponsor, Evaluator, Portfolio
Supervisor and Trustee are taking steps that they believe are reasonably
designed to address the Year 2000 Problem with respect to computer
systems that they use and to obtain reasonable assurances that
comparable steps are being taken by the Trust's other service providers.
At this time, however, there can be no assurance that these steps will
be sufficient to avoid any adverse impact to the Trust.

The Year 2000 Problem is expected to impact corporations, which may
include issuers of the equity securities contained in the Fund, to
varying degrees based upon various factors, including, but not limited
to, their industry sector and degree of technological sophistication.
The Sponsor is unable to predict what impact, if any, the Year 2000

Page 17

Problem will have on issuers of the Securities contained in the Fund.

To the best of the Sponsor's knowledge, there is no litigation pending
as of the date of this Part Two Prospectus with respect to any Security
which might reasonably be expected to have a material adverse effect on
the Trust. At any time after the date of this Part Two Prospectus,
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.

Legislation. From time to time Congress considers proposals to reduce
the rate of the dividends-received deductions. Enactment into law of a
proposal to reduce the rate would adversely affect the after-tax return
to investors who can take advantage of the deduction. Unit holders are
urged to consult their own tax advisors. Further, at any time after the
Initial Date of Deposit, legislation may be enacted that could
negatively affect the Securities in the Fund or the issuers of the
Securities. Changing approaches to regulation may have a negative impact
on certain companies represented in the Fund. There can be no assurance
that future legislation, regulation or deregulation will not have a
material adverse effect on the Fund or will not impair the ability of
the issuers of the Securities to achieve their business goals.

PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price. 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):

Percent of Percent of
Offering Net Amount
Dollar Amount of Trade Price Invested
______________________ __________ __________
$ 100,000 but less than $250,000 1.00% 1.0101%
$ 250,000 but less than $500,000 1.50% 1.5228%
$ 500,000 but less than $1,000,000 2.00% 2.0408%
$1,000,000 or more 3.00% 3.0928%

Any such reduced sales charge shall be the responsibility of the selling
broker/dealer, bank or other selling agent. 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 broker/dealer, bank or other selling
agent. 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 broker/dealer, bank or other
selling agent 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, broker/dealers, banks or other selling agents and their
affiliates, the sales charge is reduced by 2.0% of the Public Offering
Price for purchases of Units during the secondary offering period.

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

Page 18

The Public Offering Price of Units on the date of this Part Two
Prospectus may vary from the amount stated under "Summary of Essential
Information" in Part One in accordance with fluctuations in the prices
of the underlying Securities. The aggregate value of the Units of the
Trust shall be determined (a) on the basis of the bid 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 bid 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 bid side of the market by appraisal, or (d) by any combination of
the above.

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?

Units repurchased in the secondary market may be offered by this Part
Two Prospectus at the 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 will be made to broker/dealers, banks
and other selling agents at prices which represent a concession or
agency commission of 3.5% of the Public Offering Price. However, resales
of Units of the Trust by such dealers and others to the public will be
made at the Public Offering Price described in this Prospectus. The
Sponsor reserves the right to change the amount of the concession or
agency commission from time to time. Certain commercial banks and their
brokerage affiliates 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 or their
brokerage affiliates in the amounts indicated above. Under the Glass-
Steagall Act, banks and their affiliates may be prohibited from
underwriting Trust Units; however, the Glass-Steagall Act does permit
certain agency transactions and the banking regulators have not
indicated that these particular agency transactions are not permitted
under such Act. In Texas and in certain other states, any banks making
Units available must be registered as broker/dealers under state law.

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.

Page 19

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?

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
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 or her 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.

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

Page 20

time request the Trustee to issue certificates for Units.

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

How are Income and Capital Distributed?

The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the Trust on
or about the Distribution Dates to Unit holders of record on the
preceding Record Date. See "Summary of Essential Information" in Part
One. 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 Income Distribution Record Date and Income 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 is

Page 21

hereby incorporated by reference), which can be obtained by calling 1-
800-480-4111.

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 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 shares of the Fund for Class I of the Fund or for
Class A shares of any other One Group Fund without paying any additional
sales charge. See "Exchanging Fund Shares" in the Fund's prospectus for
additional information regarding the exchange procedure. THE EXCHANGE
PRIVILEGE DOES NOT APPLY TO THE ONE GROUP DISCIPLINED VALUE FUND SHARES
IN THE TRUST'S PORTFOLIO, ONLY TO THOSE HELD IN 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 State Street Bank and Trust Company ("State Street"). If an
Exchange Request in good order is received by State Street by 4:00 p.m.
eastern 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 State Street and effect the
exchange on behalf of the Customer.

The One Group does not charge a fee for this service. The Fund reserves
the right to change the terms or conditions of the exchange privilege
discussed herein upon sixty days' written 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 unit investment 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 (if such day is a day on which the New York Stock Exchange is
open for trading), except that as regards Units received after 4:00 p.m.
Eastern time (or as of any earlier closing time on a day on which the
New York Stock Exchange is scheduled in advance to close at such earlier
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.

Under regulations issued by the Internal Revenue Service, the Trustee is

Page 22

required to withhold a specified percentage of the principal amount of a
Unit redemption if the Trustee has not been furnished the redeeming Unit
holder's tax identification number in the manner required by such
regulations. For further information regarding this withholding, see
"Rights of Unit Holders-How are Income and Capital Distributed?" In the
event the Trustee has not been previously provided such number, one must
be provided at the time redemption is requested.

Any amounts paid on redemption representing income shall be withdrawn
from the Income Account of 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 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. 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 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.

Page 23

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 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 FT Series (formerly known as 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 $20 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 (630) 241-4141. As of December 31, 1997, the total
partners' capital of Nike Securities L.P. was $11,724,071 (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 The Chase Manhattan Bank with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th floor, New York, New
York 10004-2413. Unit holders who have questions regarding the Trust may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
subject to supervision by the Superintendent of Banks of the State of
New York, the Federal Deposit Insurance Corporation and the Board of
Governors of the Federal Reserve System.

The Trustee, 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

Page 24

successor Trustee. The Trustee must be a banking corporation organized
under the laws of the United States or any State and having at all times
an aggregate capital, surplus and undivided profits of not less than
$5,000,000.

Limitations on Liabilities of Sponsor and Trustee

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

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

If the Sponsor shall fail to perform any of its duties under the
Indenture or 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 First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 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" in Part One.
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

Page 25

the event of termination, written notice thereof will be sent by the
Trustee to all Unit holders of the Trust. Within a reasonable period
after termination, the Trustee will follow the procedures set forth
under "How are Income and 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 Portfolio of the Trust
appearing in Part One of this Prospectus and Registration Statement has
been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere therein 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 26

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Page 27

CONTENTS:

The First Trust Special Situations Trust
The Marquis Value Equity & Treasury Securities Trust
Series:
What is Marquis Value Equity & Treasury
Securities Trust? 3
What are the Expenses and Charges? 3
What is the Federal Tax Status of Unit Holders? 5
Why are Investments in the Trust Suitable for
Retirement Plans? 8
Portfolio:
What are Treasury Obligations? 8
What is The One Group Disciplined Value Fund? 9
Fund Expenses 9
Financial Highlights 10
What are the Fund's Investment Practices and Policies? 11
Risk Factors and Description of Permitted
Investments 12
Who is the Management of The One Group
Disciplined Value Fund? 14
Fund Performance Information 16
Additional Information 16
What are Some Additional Considerations
for Investors? 17
Public Offering:
How is the Public Offering Price Determined? 18
How are Units Distributed? 19
What are the Sponsor's Profits? 20
Will There be a Secondary Market? 20
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 20
How are Income and Capital Distributed? 21
How Can Distributions to Unit Holders be Reinvested? 21
What Reports will Unit Holders Receive? 22
How May Units be Redeemed? 22
How May Units be Purchased by the Sponsor? 23
How May Equity Securities be Removed
from the Trust? 24
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 24
Who is the Trustee? 24
Limitations on Liabilities of Sponsor and Trustee 25
Who is the Evaluator? 25
Other Information:
How May the Indenture be Amended or Terminated? 25
Legal Opinions 26
Experts 26

___________

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.

THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENTS AND EXHIBITS RELATING THERETO, WHICH THE TRUST
HAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C.
UNDER THE SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940,
AND TO WHICH REFERENCE IS HEREBY MADE.

FIRST TRUST (registered trademark)

MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST SERIES

The First Trust
Special Situations Trust

Prospectus
Part Two
December 9, 1998

First Trust (registered trademark)

1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141

Trustee:

The Chase Manhattan Bank

4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520

THIS PART TWO MUST BE
ACCOMPANIED BY PART ONE.

Page 28

CONTENTS OF POST-EFFECTIVE AMENDMENT
OF REGISTRATION STATEMENT

This Post-Effective Amendment of Registration Statement
comprises the following papers and documents:

The facing sheet

The prospectus

The signatures

The Consent of Independent Auditors

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES
120 MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1,
certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment of its Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized in the
Village of Lisle and State of Illinois on December 9, 1998.

THE FIRST TRUST SPECIAL SITUATIONS TRUST,
SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES
TRUST, SERIES 1
(Registrant)
ByNIKE SECURITIES L.P.
(Depositor)

ByRobert M. Porcellino
Senior Vice President

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

Signature Title Date

Robert D. Van Kampen Director of )
Nike Securities )
Corporation, ) December 9, 1998
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
David J. Allen Director of Nike ) Attorney-in-Fact**
Securities Corporation,
the General Partner of
Nike Securities L.P.

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

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
Combined Series 258 (File No. 33-63483) and the same is
hereby incorporated herein by this reference.
S-2
CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated October 30, 1998 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus of The First Trust Special Situations Trust
dated November 25, 1998.

ERNST & YOUNG LLP

Chicago, Illinois
November 24, 1998