FIRST TRUST SPECIAL SITUATIONS TRUST SER 120, 485BPOS, 2000-11-30

FIRST TRUST SPECIAL SITUATIONS TRUST SER 120
485BPOS, 2000-11-30

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File No. 33-60813

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

POST-EFFECTIVE
AMENDMENT NO. 5

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 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 : November 30, 2000
: : 60 days after filing pursuant to paragraph (a)
: : on (date) pursuant to paragraph (a) of rule (485 or 486)

<PAGE>
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST, SERIES 1
23,959 UNITS

PROSPECTUS
Part One
Dated November 28, 2000

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 Mid Cap Value Fund
(One Group). One Group is an open-end diversified management investment
company, commonly known as a mutual fund. At October 16, 2000, each Unit
represented a 1/23,959 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,
2000, the Public Offering Price per Unit was $14.5992 (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, 2000
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 $240,000
Aggregate Number of Shares of One Group in the Trust 16,539
Number of Units 23,959
Fractional Undivided Interest in the Trust per Unit 1/23,959
Public Offering Price per Unit:
Aggregate Value of Securities in the Portfolio $396,125
Aggregate Value of Securities per Unit $16.5335
Income and principal cash (overdraft) in the Portfolio $(65,010)
Income and principal cash (overdraft) per Unit $(2.7134)
Sales Charge 4.712% (4.5% of Public Offering Price) $.7791
Public Offering Price per Unit $14.5992
Redemption Price and Sponsor's Repurchase Price per Unit
($.7791 less than the Public Offering Price per Unit) $13.8201

</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,
2000, and the related statements of operations and changes in net assets for
each of the three years in the period then ended. 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 auditing standards generally
accepted in the United States. 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, 2000, 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, 2000, and the results of its operations and
changes in its net assets for each of the three years in the period then ended
in conformity with accounting principles generally accepted in the United
States.

ERNST & YOUNG LLP
Chicago, Illinois
November 9, 2000

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

STATEMENT OF ASSETS AND LIABILITIES

July 31, 2000

<TABLE>
<CAPTION>
ASSETS

<S> <C>
Securities, at market value (cost, including
accretion on the treasury obligations,
$430,474)(Note 1) $454,806
Unamortized deferred organization costs 158
________
454,964
</TABLE>
<TABLE>
<CAPTION>

LIABILITIES AND NET ASSETS

<S> <C> <C>
Accrued liabilities 2,416
Cash overdraft 45,088
________
47,504
________

Net assets, applicable to 29,821 outstanding
units of fractional undivided interest:
Cost of Trust assets, including accretion
on the treasury obligations (Note 1) $430,474
Net unrealized appreciation (Note 2) 24,332
Distributable funds (deficit) (47,346)
________
$407,460
========

Net asset value per unit $13.6635
========

</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, 2000

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

<C> <S> <C>
Zero Coupon U.S. Treasury bonds
$332,000 (1) maturing February 15, 2007 $222,433
========
</TABLE>
<TABLE>
<CAPTION>

<C> <S> <C>
16,539 One Group Mid Cap Value Fund 232,373
====== ________

Total investments $454,806
========
</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>
Year ended July 31,

2000 1999 1998

<S> <C> <C> <C>
Interest income $14,334 31,474 57,758

Dividends:
Ordinary income 6,306 47,540 63,049
Capital gain 23,799 131,234 112,846
________________________________
Total investment income 44,439 210,248 233,653

Expenses:
Trustee's fees and related expenses (1,147) (1,573) (3,166)
Evaluator's fees (69) (220) (345)
Supervisory fees (52) (166) (222)
Administrative fees (34) (110) (147)
Amortization of deferred
organization costs (4,423) (4,423) (4,423)
________________________________
Total expenses (5,725) (6,492) (8,303)
________________________________
Investment income - net 38,714 203,756 225,350

Net gain (loss) on investments:
Net realized gain (loss) 620 94,843 178,922
Change in unrealized appreciation
or depreciation (20,901) (237,840) (153,941)
________________________________
(20,281) (142,997) 24,981
________________________________
Net increase (decrease) in net
assets resulting from operations $18,433 60,759 250,331
================================

</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>

Year ended July 31,

2000 1999 1998

<S> <C> <C> <C>
Net increase (decrease) in net assets
resulting from operations:
Investment income - net $38,714 203,756 225,350
Net realized gain (loss) on
investments 620 94,843 178,922
Change in unrealized appreciation
or depreciation on investments (20,901) (237,840) (153,941)
__________________________________
18,433 60,579 250,331

Unit redemptions (10,025, 77,079 and
48,109 units in 2000, 1999 and 1998,
respectively) (132,956) (1,034,580) (711,220)

Distributions to unit holders:
Investment income - net (5,029) (47,414) (44,649)
Principal from investment transactions (23,799) (131,233) (112,461)
__________________________________
(28,828) (178,647) (157,110)
__________________________________
Total increase (decrease) in net assets (143,351) (1,152,468) (617,999)

Net assets:
At the beginning of the year 550,811 1,703,279 2,321,278
__________________________________
At the end of the year (including
distributable funds (deficit)
applicable to Trust units of
$(47,346), $(26,825) and $(49,586)
at July 31, 2000, 1999 and 1998,
respectively) $407,460 550,811 1,703,279
==================================

Trust units outstanding at the end of
the year 29,821 39,846 116,925

</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 One Group Mid Cap Value Fund (One Group) are stated at One Group's
published net asset value as reported by the Evaluator. Net asset value is
determined by dividing the value of One Group's 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.

Investment income -

Dividends from the One Group shares are recorded on One Group's 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 One Group 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 to The Chase Manhattan Bank which is
based on $.0096 per annum per unit outstanding based on the largest aggregate
number of units outstanding during the calendar year. 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, 2000 follows:

<TABLE>
<CAPTION>
Treasury One Group
obligations shares Total

<S> <C> <C> <C>
Unrealized appreciation $1,210 23,122 24,332
Unrealized depreciation - - -
_________________________________

$1,210 23,122 24,332
=================================
</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 One
Group 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 One
Group's distribution date.

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

<TABLE>
<CAPTION>
Year ended July 31,

2000 1999 1998

<S> <C> <C> <C>
Investment income - interest and dividends $1.2905 2.6962 1.5795
Expenses (.1663) (.0833) (.0561)
____________________________
Investment income - net 1.1242 2.6129 1.5234

Distributions to unit holders:
Investment income - net (.1421) (.4106) (.2779)
Principal from investment transactions (.6724) (1.1534) (.6999)

Net gain (loss) on investments (.4697) (1.7927) (.0438)
____________________________
Total increase (decrease) in net assets (.1600) (.7438) .5018

Net assets:
Beginning of the year 13.8235 14.5673 14.0655
____________________________

End of the year $13.6635 13.823 14.5673
============================
</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 year (34,436, 77,980 and 147,926 units during
the years ended July 31, 2000, 1999 and 1998, respectively). Distributions to
unit holders of investment income - net per unit reflects the Trust's cash
distributions of approximately $.1421 per unit to 35,394 units on December 27,
1999, approximately $.3891 per unit to 116,925 units on August 26, 1998,
approximately $.0215 per unit to 89,005 units on December 11, 1998, and
approximately $.2779 per unit to 160,693 units on December 31, 1997.
Distributions to unit holders of principal from investment transactions
reflects the Trust's cash distributions of approximately $.6724 per unit to
35,394 units on December 27, 1999, approximately $1.0234 per unit to 116,925
units on August 26, 1998, approximately $.1300 per unit to 89,005 units on
December 11, 1998, and approximately $.6999 per unit to 160,693 units on
December 31, 1997.

<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 (R) Special Situations Trust

PROSPECTUS
Part Two NOTE: THIS PART TWO PROSPECTUS MAY
Dated November 30, 2000 ONLY BE USED WITH PART ONE

The Trust. The First Trust(R) 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 Mid Cap Value Fund (formerly
known as Marquis Funds Value Equity Fund and The One Group Disciplined
Value Fund) (the "Fund"). The Fund is an open-end, diversified
management investment company, commonly known as a mutual fund.

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 Mid Cap Value Fund?"

Page 2

MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST SERIES

The First Trust (R) 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 Mid Cap Value Fund (formerly known
as Marquis Funds Value Equity Fund and The One Group Disciplined Value
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 mainly in equity securities of companies with below-market
average price-to-earnings and price-to-book value ratios and with market
capitalizations of $500 million to $10 billion. In choosing investments,
the Fund considers the issuer's soundness and earnings prospects. In
seeking to achieve the objective of capital appreciation, Banc One
Investment Advisors looks at anticipated changes that may positively
impact the value of the company such as new products, deployment of new
technologies, cost-cutting efforts and changes in management. As a
secondary consideration, Banc One Investment Advisors looks for
companies that have the potential to increase their dividends over time.
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 Mid Cap Value Fund?" 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.

Page 3

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. Legal, typesetting, electronic filing
and regulatory filing fees and expenses associated with annually
updating a Trust's registration statement are also now chargeable to
each Trust. Historically, the Sponsor paid these fees and expenses.

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

Page 4

knowledge of the Sponsor, contemplated). The above expenses and the
Trustee's annual fee, when paid or owing to the Trustee, are secured by
a lien on the Trust. In addition, the Trustee is empowered to sell
Securities in the Trust in order to make funds available to pay all
these amounts if funds are not otherwise available in the Income and
Capital Accounts of the Trust except that the Trustee shall not sell
Treasury Obligations to pay Trust expenses. Since the Fund shares
consist primarily of common stock and the income stream produced by
dividends is unpredictable, the Sponsor cannot provide any assurance
that dividends will be sufficient to meet any or all expenses of the
Trust. As discussed above, if dividends are insufficient to cover
expenses, it is likely that Fund shares will have to be sold to meet
Trust expenses. These sales may result in capital gains or losses to
Unit holders. See "What is the Federal Tax Status of Unit Holders?"

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

What is the Federal Tax Status of Unit Holders?

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

Page 5

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
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 for more than one year.

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

Page 6

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"))
provides 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 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

Page 7

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
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.

Page 8

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.

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 Mid Cap Value Fund?

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

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

The Fund offers four classes of shares ("Class A," "Class B," "Class C"
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.

The Fund's Prospectus sets forth, concisely, information about the Fund
that a prospective investor should know before investing and can be
obtained by calling 1-800-480-4111. 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.

The Fund invests mainly in equity securities of companies with below-
market average price-to-earnings and price-to-book value ratios and with
market capitalizations of $500 million to $10 billion. In choosing
investments, the Fund considers the issuer's soundness and earnings
prospects. In seeking to achieve the objective of capital appreciation,
Banc One Investment Advisors looks at anticipated changes that may
positively impact the value of the company such as new products,
deployment of new technologies, cost-cutting efforts and changes in
management. As a secondary consideration, Banc One Investment Advisors
looks for companies that have the potential to increase their dividends
over time. If Banc One Investment Advisors thinks that a company's
fundamentals are declining or that a company's ability to pay dividends

Page 9

has been impaired, it may eliminate the Fund's holding of the company's
stock.

Main Risks. The main risks of investing in the Mid Cap Value Fund and
the circumstances likely to adversely affect your investment are
described below. The share price of the Mid Cap Value Fund and its yield
will change every day in response to interest rates and other market
conditions. You may lose money if you invest in the Mid Cap Value Fund.

Market Risk. The Fund invests in equity securities (such as stocks)
which are more volatile and carry more risks than some other forms of
investment. The price of equity securities may rise or fall because
economic or political changes or changes in a company's financial
condition. Equity securities are also subject to "stock market risk"
meaning that stock prices in general (or mid cap value stock prices in
particular) may decline over short or extended periods of time. When the
value of the Fund's securities goes down, your investment in the Fund
decreases in value.

Small Companies. The Fund's investments in smaller, newer companies may
be riskier than investments in larger, more established companies.
Securities of small companies tend to be less liquid than securities of
larger companies. In addition, small companies may be more vulnerable to
economic, market, and industry changes. Because economic events have a
greater impact on smaller companies, there may be greater and more
frequent changes in their stock price. This may cause unexpected and
frequent decreases in the value of your investment in the Fund.

Not FDIC insured. An investment in the Fund is not a deposit of Banc One
Corporation or any of its affiliates and is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

Derivatives. The Fund may invest in securities that are considered to be
derivatives. Derivatives are securities or contracts (like futures and
options) that derive their value from the performance of underlying
assets or securities. These securities may be more volatile than other
investments. Derivatives present, to varying degrees, market, credit,
leverage, liquidity, and management risks. The Fund's use of derivatives
may cause the Fund to recognize higher amounts of short-term capital
gains (generally taxed at ordinary income tax rates) than if the Fund
did not use such instruments.

Small Capitalization Companies. Investments in smaller, younger
companies may be riskier and more volatile than investments in larger,
more established companies. These companies may be more vulnerable to
changes in economic conditions, specific industry conditions, market
fluctuations, and other factors effecting the profitability of other
companies. Because economic events may have a greater impact on smaller
companies, there may be a greater and more frequent fluctuation in their
stock price. This may cause frequent and unexpected increases or
decreases in the value of your investment.

Foreign Securities. Investments in foreign securities involve risks
different from investments in U.S. securities. These risks include the
risks 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 widen any losses. Exchange
rate volatility also many affect the ability of an issuer to repay U.S.
dollar denominated debt, thereby increasing credit risk.

Europe. Europe includes countries with highly developed markets as well
as countries with emerging markets. Many developed countries in Western
Europe are members of the European Union and the EMU which requires
compliance with stringent fiscal and monetary controls. The markets of
Eastern European countries continue to remain relatively undeveloped and
are sensitive to political and economic developments.

Asia. Asia includes countries in all stages of economic development from
the highly developed market economy of Japan to the emerging market
economy of the People's Republic of China. Generally, Asian economics
face over-extension of credit, currency devaluation, rising
unemployment, decreased exports, and economic recessions. Currency
devaluation in any one country may have a negative affect on the entire
region. Recently, the markets in each Asian country suffered significant
downturns and volatility. Although the Asian market appears to be
recovering, continued volatility may persist.

Latin America. Latin America countries are considered to be emerging
market economies that are marked by high interest rates, inflation, and
unemployment. Currency devaluation in any one country may have an

Page 10

adverse affect on the entire region. Recently, the markets in many Latin
American countries have experienced significant downturns as well as
significant volatility. Although the Latin American market appears to be
recovering, continued volatility may persist. A small number of
companies and industries, including the telecommunications sector,
represent a large portion of the market in many Latin America countries.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy
and hold shares of the Fund.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment)(1) Class A
________
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases 5.25%
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) None(2)
(as a percentage of original purchase price of redemption proceeds, as applicable)
Redemption Fee None
Exchange Fee None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)(3) Class A
_______
Investment Advisory Fees .71%
Distribution [and/or Service] (12b-1) Fees 0.35%
Other Expenses .25%
Total Annual Fund Operating Expenses 1.34%
Fee Waiver and/or Expense Reimbursement(4) (.13%)
Net Expenses 1.21%

<FN>
(1) If you buy or sell shares through a Shareholder Servicing Agent, you
may be charged separate transaction fees by the Shareholder Servicing
Agent. In addition, an annual $10.00 sub-minimum account fee may be
applicable and a $7.00 charge may be deducted from redemption amounts
paid by wire.

(2) Except for purchases of $1 million or more. Please see "Sales
Charges" in the Fund's Prospectus.

(3) Expense information has been restated to reflect current fees.

(4) Banc One Investment Advisors Corporation and The One Group Services
Company have contractually agreed to waive fees and/or reimburse
expenses to limit total annual fund operating expenses to 1.24% for
Class A shares for the period beginning November 1, 2000 and ending on
October 31, 2001.
</FN>
</TABLE>

Example

The example is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in the fund for the time periods
indicated and reflect what you would pay if you either redeemed all of
your shares or if you continued to hold them at the end of the periods
shown. The example also assumes that your investment has a 5% return
each year and that the fund's operating expenses remain the same. Your
actual costs may be higher or lower than those shown below. There is no
sales charge (load) on reinvested dividends.

Class A
______
1 Year(1) $ 645
3 Years $ 918
5 Years $1,211
10 Years $2,045

(1)Without contractual fee waivers, 1 Year expenses for Class A Shares
would be $654.

The Rule 12b-1 fees, if any, imposed on shares held in the Trust will be

Page 11

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 table is intended to help you understand the
Fund's performance for the last five years or the period of the Fund's
operations, whichever is shorter. Certain information reflects financial
results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned or lost on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information for the Fund has been 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.

<TABLE>
<CAPTION>
Class A

Year ended June 30,
2000 1999 1998 1997 1996
______ _____ ______ ______ ______
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period $14.93 $16.93 $15.68 $14.72 $13.22
Investment Activities:
Net investment income (loss) 0.09 0.09 0.10 0.19 0.25
Net realized and unrealized
gains (losses) from investments (0.15) 0.26 3.99 2.57 2.28
Total from Investment Activities (0.06) 0.35 4.09 2.76 2.53
Distributions:
Net investment income (0.09) (0.09) (0.10) (0.19) (0.25)
Net realized gains (1.30) (2.26) (2.74) (1.61) (0.78)
Total Distributions (1.39) (2.35) (2.84) (1.80) (1.03)
Net Asset Value, End of Period $13.48 $14.93 $16.93 $15.68 $14.72
Total Return (Excludes Sales Charge) 0.05% 3.70% 27.90% 20.21% 19.80%
Ratios/Supplementary Data:
Net Assets at end of period (000) $88,721 $122,392 $29,443 $23,909 $20,838
Ratio of expenses to average net assets 1.22% 1.21% 1.21% 1.23% 1.24%
Ratio of net investment income
to average net assets 0.67% 0.28% 0.60% 1.26% 1.79%
Ratio of expenses to average net assets* 1.34% 1.31% 1.31% 1.31% 1.35%
Portfolio turnover(a) 110.43% 115.65% 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>

Investment Policies

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

Page 12

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 Positions

To respond to unusual market conditions, the Fund may invest its assets
in cash and cash equivalents (see below) for temporary defensive
purposes. These investments may result in a lower yield than lower-
quality or longer term investments and may prevent the Fund from meeting
investment objectives.

Cash equivalents are highly liquid, high-quality instruments with
maturities of three months or less on the date they are purchased. They
include securities issued by the U.S. Government, its agencies and
instrumentalities, repurchase agreements (other than equity 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.

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 Fund and may result in additional tax
consequences to you. The portfolio turnover rate for the Fund for the
fiscal year ended June 30, 2000 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.

Investment Practices

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 listing is a more complete discussion of risk.

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
One Group money market funds and shares of other money market funds 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

Page 13

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 and Global Depositary Receipts, and
American Depositary Securities.

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.

Index Shares: Ownership interests in unit investment trusts and other
pooled investment vehicles that hold a portfolio of securities or stocks
designed to track the price performance and dividend yield of a
particular index such as Standard & Poor's Depositary Receipts ("SPDRs")
and Nasdaq 100's. The Equity Index Fund invests only in SPDRs.

Investment Risks

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.

Page 14

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.

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.

Zero Coupon Risk. The market prices of securities structured as zero
coupon or pay-in-kind securities are generally affected to a greater
extent by interest rate changes. These securities tend to be more
volatile than securities which pay interest periodically.

Who is the Management of the One Group Mid Cap Value Fund?

The Fund is a series of One Group Mutual Funds and is managed by Banc
One Investment Advisors Corporation. Banc One Investment Advisors (1111
Polaris Parkway, P.O. Box 71021, Columbus, Ohio 43271-0211) makes the
day-to-day investment decisions for the Fund and continuously reviews,
supervises and administers the Fund's investment program. Banc One
Investment Advisors performs its responsibilities subject to the
supervision of, and policies established by, the Trustees of One Group
Mutual Funds. Banc One Investment Advisors has served as investment
advisor to the Trust since its inception. In addition, Banc One
Investment Advisors serves as investment advisor to other mutual funds
and individual corporate, charitable and retirement accounts. As of June
30, 2000, Banc One Investment Advisors, an indirect wholly-owned
subsidiary of Bank One Corporation, managed over $131 billion in assets.

The Fund is managed by a team of Fund managers, research analysts and
other investment management professionals. For the Fund, each team
member makes recommendations about the securities in the Fund. The

Page 15

research analysts provide in-depth industry analysis and
recommendations, while the portfolio managers determine strategy,
industry weightings, Fund holdings and cash positions.

Determination of Net Asset Value. Shares are sold at net asset value
("NAV"). 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. The
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 and Dividend Reinvestment. The Fund generally declares
dividends on the last business day of each quarter. Dividends are
distributed on the first business day of the next month after they are
declared. 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. You
may also call The One Group Services Company at 1-800-480-4111 to make
this change.

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.

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. 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.

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

Page 16

$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.

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. 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

Page 17

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.

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

Page 18

payments are made by the Sponsor out of its own assets, and not out of
the assets of the Trust. These programs will not change the price Unit
holders pay for their Units or the amount that the Trust will receive
from the Units sold.

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

Trust performance may be compared to performance on a total return basis
with the Dow Jones Industrial Average, the S&P 500 Composite Price Stock
Index, the Morgan Stanley World Index or other global indices, or
performance data from Lipper Analytical Services, Inc. and Morningstar
Publications, Inc. or from publications such as Money, The New York
Times, U.S. News and World Report, BusinessWeek, 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, the costs of the Trustee in transferring and
recording the ownership of Units and costs incurred in annually updating
the Trust's registration statement, 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.

Page 19

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

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

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

How are Income and Capital Distributed?

The Trustee will distribute any net income (other than accreted
interest) received with respect to any of the Securities in the 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.

Page 20

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
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 or Class I shares of another 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 MID CAP 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.

One Group does not charge a fee for this service. One Group 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

Page 21

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
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.

Page 22

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.

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 $27 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, 1999, the total
partners' capital of Nike Securities L.P. was $19,881,035 (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.

Code of Ethics. The Sponsor and each Trust have adopted a code of ethics
requiring the Sponsor's employees who have access to information on
Trust transactions to report personal securities transactions. The
purpose of the code is to avoid potential conflicts of interest and to
prevent fraud, deception or misconduct with respect to a Trust.

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

Page 23

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
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

Page 24

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
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 25

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? 4
What is the Federal Tax Status of Unit Holders? 5
Why are Investments in the Trust Suitable for
Retirement Plans? 9
Portfolio:
What are Treasury Obligations? 9
What is the One Group Mid Cap Value Fund? 9
Fees and Expenses 11
Financial Highlights 12
Investment Policies 12
Temporary Defensive Positions 13
Portfolio Turnover 13
Investment Practices 13
Investment Risks 14
Who is the Management of the One Group
Mid Cap Value Fund? 15
What are Some Additional Considerations
for Investors? 16
Public Offering:
How is the Public Offering Price Determined? 17
How are Units Distributed? 18
What are the Sponsor's Profits? 19
Will There be a Secondary Market? 19
Rights of Unit Holders:
How is Evidence of Ownership Issued
and Transferred? 19
How are Income and Capital Distributed? 20
How Can Distributions to Unit Holders be Reinvested? 21
What Reports will Unit Holders Receive? 21
How May Units be Redeemed? 21
How May Units be Purchased by the Sponsor? 22
How May Equity Securities be Removed
from the Trust? 23
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 23
Who is the Trustee? 23
Limitations on Liabilities of Sponsor and Trustee 24
Who is the Evaluator? 24
Other Information:
How May the Indenture be Amended or Terminated? 25
Legal Opinions 25
Experts 25

___________

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 (R)

MARQUIS VALUE EQUITY & TREASURY SECURITIES TRUST
SERIES

The First Trust
Special Situations Trust

Prospectus
Part Two
November 30, 2000

First Trust (R)

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.

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE

Page 26

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 November 30, 2000.

The First Trust Special Situations Trust
Series 120
MARQUIS VALUE EQUITY & TREASURY SECURITIES
TRUST, SERIES 1
(Registrant)
By NIKE SECURITIES L.P.
(Depositor)

By Robert 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

David J. Allen Sole Director of )
Nike Securities )
Corporation, ) November 30, 2000
the General Partner )
of Nike Securities L.P. )
)
) Robert M. Porcellino
) Attorney-in-Fact**

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

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with the Amendment No. 1 to Form S-6 of The First Trust
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 November 9, 2000 in
this Post-Effective Amendment to the Registration Statement and
related Prospectus of The First Trust Special Situations Trust
Series dated November 28, 2000.

ERNST & YOUNG LLP

Chicago, Illinois
November 27, 2000