<PAGE>
As filed with the Securities and Exchange Commission on February 24, 1995
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
_____________________
A. Exact Name of Trust:
NATIONAL MUNICIPAL TRUST
Series 177
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
E. Title and amount of securities being registered:
1,395* Units of NATIONAL MUNICIPAL TRUST,
Series 177
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
$1,450,800.00**
G. Amount of filing fee, computed at one-twenty-ninth of 1 percent of
the proposed maximum aggregate offering price to the public:
$500.28
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the registration
statement.
==============================================================================
* Including 465 Units registered for the purpose of resale by the
Depositor.
** Estimated solely for the purpose of calculating the filing fee,
at a price per unit of $1,040.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 177
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust .........................) Prospectus front cover
(b) Title of securities issued ............)
2. Name and address of each depositor .......... Sponsor; Prospectus back
cover
3. Name and address of trustee ................. Trustee
4. Name and address of each principal
underwriter ............................... Sponsor
5. State of organization of trust .............. The Trust
6. Execution and termination of trust
agreement ................................. Summary of Essential
Information; The
Trust; Amendment and
Termination of the
Indenture
7. Changes of Name .............................) *
8. Fiscal year .................................) *
9. Litigation ..................................) *
II. General Description of the Trust and
Securities of the Trust
_______________________
* Inapplicable, answer negative or not required.
i
<PAGE>
10. (a) Registered or bearer securities .......) *
(b) Cumulative or distributive
securities .......................... *
(c) Redemption ............................ Rights of Unit Holders
-- Redemption
(d) Conversion, transfer, etc. ............ Rights of Unit Holders
-- Redemption
(e) Periodic payment plan .................) *
(f) Voting rights ......................... *
(g) Notice to certificateholders .......... The Trust; Rights of
Unit Holders -- Reports
and Records; Sponsor
-- Responsibility;
Sponsor --
Resignation; Trustee
-- Resignation;
Amendment and
Termination of the
Indenture
(h) Consents required ..................... The Trust; Amendment and
Termination of the
Indenture
(i) Other provisions ...................... Tax Status
11. Type of securities comprising units ......... Prospectus front cover;
The Trust
12. Certain information regarding
periodic payment certificates ............. *
13. (a) Load, fees, expenses, etc. ............ Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Sponsor's and
Underwriter's Profits;
Public Offering of
Units -- Volume
Discount; Public
Offering of Units --
Employee Discount;
Exchange Option;
Reinvestment Program;
Expenses and Charges;
Sponsor --
Responsibility
_______________________
* Inapplicable, answer negative or not required.
ii
<PAGE>
(b) Certain information regarding
periodic payment certificates ....... *
(c) Certain percentages ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Profit of
Sponsor; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
Discount; Exchange
Option
(d) Price Differentials ................... Public Offering of Units
-- Employee Discount
(e) Certain other fees, etc. payable
by holders .......................... Rights of Unit Holders
-- Certificates
(f) Certain other profits receivable
by depositor, principal under-
writer, trustee or affiliated
persons ............................. The Trust -- Objectives
and Securities
Selection; Rights of
Unit Holders --
Redemption -- Purchase
by the Sponsor of
Units Tendered for
Redemption
(g) Ratio of annual charges to
income .............................. *
14. Issuance of trust's securities .............. The Trust; Rights of
Unit Holders --
Certificates
15. Receipt and handling of payments from
purchasers ................................ *
16. Acquisition and disposition of under-
lying securities .......................... The Trust -- Portfolio
Summary; The Trust --
Objectives and
Securities Selection;
Rights of Unit Holders
_______________________
* Inapplicable, answer negative or not required.
iii
<PAGE>
-- Redemption; Sponsor
- Responsibility
17. Withdrawal or redemption .................... Rights of Unit Holders
-- Redemption
18. (a) Receipt, custody and disposition
of income ........................... Rights of Unit Holders
-- Distribution of
Interest and
Principal; Rights of
Unit Holders - Reports
and Records
(b) Reinvestment of distributions ......... Reinvestment Programs
(c) Reserves or special funds ............. Expenses and Charges;
Rights of Unit Holders
-- Distribution of
Interest and Principal
(d) Schedule of distributions ............. *
19. Records, accounts and reports ............... Rights of Unit Holders
-- Distributions of
Interest and
Principal; Rights of
Unit Holders --
Reports and Records
20. Certain miscellaneous provisions of
trust agreement ........................... Sponsor -- Limitations
on Liabil-
(a) Amendment .............................) ity; Sponsor --
Resignation;
(b) Termination ...........................) Trustee -- Limitations
on Liabil-
(c) and (d) Trustee, removal and ity; Trustee -
successor ...........................) Resignation;
Amendment and
Termination of
(e) and (f) Depositor, removal and the Indenture
successor ...........................)
21. Loans to security holders ................... *
22. Limitation on liability ..................... The Trust -- Portfolio
Summary; Sponsor --
Limitations on
Liability; Trustee --
_______________________
* Inapplicable, answer negative or not required.
iv
<PAGE>
Limitations on
Liability; Evaluator
-- Limitations on
Liability
23. Bonding arrangements ........................ Additional Information
-- Item A
24. Other material provisions of trust
agreement ................................. *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor ................... Sponsor
26. Fees received by depositor .................. *
27. Business of depositor ....................... Sponsor
28. Certain information as to officials
and affiliated persons of
depositor ................................. Contents of Registration
Statement -- Part II
29. Companies controlling depositor ............. Sponsor
30. Persons controlling depositor ............... *
31. Payments by depositor for certain
services rendered to trust ................) *
32. Payments by depositor for certain
other services rendered to trust ..........) *
33. Remuneration of employees of depositor
for certain services rendered to
trust .....................................) *
34. Remuneration of other persons for
certain services rendered to trust ........) *
35. Distribution of trust's securities
in states ................................. Public Offering of Units
-- Public Distribution
_______________________
* Inapplicable, answer negative or not required.
v
<PAGE>
36. Suspension of sales of trust's
securities ................................) *
37. Revocation of authority to distribute .......) *
38. (a) Method of distribution ................) *
(b) Underwriting agreements ............... Public Offering of Units
(c) Selling agreements ....................) *
39. (a) Organization of principal under-
writer ..............................) Sponsor
(b) N.A.S.D. membership of principal
underwriter .........................) Sponsor
40. Certain fees received by principal
underwriter ............................... *
41. (a) Business of principal underwriter ..... Sponsor
(b) Branch offices of principal
underwriter .........................) *
(c) Salesmen of principal underwriter .....) *
42. Ownership of trust's securities by
certain persons ...........................) *
43. Certain brokerage commissions received
by principal underwriter ..................) *
44. (a) Method of valuation ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering Price;
Public Offering of
Units -- Public
Distribution; Public
Offering of Units --
Secondary Market
(b) Schedule as to offering price ......... *
(c) Variation in offering price to
certain persons ..................... Public Offering of Units
-- Public
Distribution; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
_______________________
* Inapplicable, answer negative or not required.
vi
<PAGE>
Discount; Exchange
Option
45. Suspension of redemption rights ............. *
46. (a) Redemption Valuation .................. Summary of Essential
Information; Rights of
Unit Holders --
Redemption --
Computation of
Redemption Price per
Unit
(b) Schedule as to redemption price ....... *
47. Maintenance of position in underlying
securities ................................ Public Offering of Units
-- Secondary Market;
Rights of Unit Holders
-- Redemption --
Computation of
Redemption Price per
Unit; Rights of Unit
Holders -- Redemption
-- Purchase by the
Sponsor of Units
Tendered for
Redemption
IV. Information Concerning the Trustee
or Custodian
48. Organization and regulation of
trustee ................................... Trustee
49. Fees and expenses of trustee ................ Expenses and Charges
50. Trustee's lien .............................. Expenses and Charges --
Other Charges
V. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's
securities ................................. The Trust -- Insurance
on the Securities in
the Portfolio of an
Insured Trust
_______________________
* Inapplicable, answer negative or not required.
vii
<PAGE>
VI. Policy of Registrant
52. (a) Provisions of trust agreement with
respect to selection or elimina-
tion of underlying securities ....... Prospectus front cover;
The Trust -- Portfolio
Summary; The Trust --
Insurance on the
Securities in the
Portfolio of an Insured
Trust; The Trust --
Objectives and
Securities Selection;
Sponsor --
Responsibility
(b) Transactions involving elimination
of underlying securities ............ *
(c) Policy regarding substitution or
elimination of underlying
securities .......................... Sponsor --
Responsibility
(d) Fundamental policy not otherwise
covered ............................. *
53. Tax status of trust ......................... Prospectus front cover;
Tax Status
VII. Financial and Statistical Information
54. Trust's securities during last ten
years .....................................) *
55. )
56. Certain information regarding periodic
payment certificates ......................) *
57. )
58. )
59. Financial statements (Instruction 1(c)
to Form S-6) .............................. Statement of Financial
Condition of the Trust
_______________________
* Inapplicable, answer negative or not required.
viii
<PAGE>
Subject to Completion, Dated February 24, 1995
[LOGO]
NATIONAL MUNICIPAL TRUST
SERIES 177
(A Unit Investment Trust)
Prudential Securities [LOGO]
The attached final prospectus for a prior Series of National
Municipal Trust is hereby used as a preliminary prospectus for Series 177 of
the Trust. The narrative information relating to the operation of this Series
and the structure of the final prospectus for this Series will be
substantially the same as that set forth in the attached prospectus.
Information with respect to pricing, the number of Units, dates and summary
information regarding the characteristics of securities to be deposited in
this Series is not now available and will be different from that included in
the attached final prospectus since each Series has a unique Portfolio. The
ratings of the securities of this Series are expected to be comparable to
those of the securities in the previous Series. However, the estimated
current return and estimated long-term return for this Series (which will
depend on the interest rates and prices of the securities to be deposited in,
and the estimated annual expenses of, this Series) may vary materially from
that of the previous Series. Accordingly, the information contained herein
with regard to the previous Series should be considered as being presented for
informational purposes only. Investors should contact account executives of
the Sponsor who will be informed of the expected effective date of this Series
and who will be supplied with complete information with respect to such Series
on the day of effectiveness of the registration statement relating to Units of
this Series.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy them be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.
<PAGE>
NATIONAL MUNICIPAL TRUST
SERIES 174
This prospectus dated February 14, 1995, File No. 33-57473 is
hereby incorporated by reference.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
Item A -- Bonding Arrangements
The employees of Prudential Securities Incorporated are covered
under Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount
of $62,500,000.
Item B -- Contents of Registration Statement
This Registration Statement on Form S-6 comprises the following
papers and documents:
The cross-reference sheet.
The Prospectus.
Signatures.
Listed below is the name and registration number of a previous
series of National Municipal Trust, the final prospectus of which, properly
supplemented, is used as a preliminary prospectus for National Municipal
Trust, Series 177. This prior final prospectus is incorporated herein by
reference.
National Municipal Trust,
Series 174
(Registration No. 33-57473)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5).
Deloitte & Touche LLP
Kenny S&P Evaluation Services, a division of J.J.
Kenny Co., Inc. (as Evaluator) (included in
Exhibit 23).
The following Exhibits:
(4) Ex-3.(i) - Certificate of Incorporation of Prudential
Securities Incorporated dated March 29, 1993.
(4) Ex-3.(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through March 5, 1993.
II-1
<PAGE>
(5) Ex-4.a - Trust Indenture and Agreement, dated September
6, 1989.
(1) Ex-4.b - Draft of Reference Trust Agreement.
(2) Ex-5 - Opinion of counsel as to the legality of the
securities being registered.
(2) Ex-23 - Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. (as
Evaluator).
(2) Ex-27 - Financial Data Schedule.
(7) Ex-24 - Powers of Attorney executed by a majority of the
Board of Directors of Prudential Securities
Incorporated.
(6) Ex-99 - Form of Agreement Among Underwriters.
Ex-99.1 - Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and D
of Form BD filed by Prudential Securities
Incorporated pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
(3) Ex-99.2 - Affiliations of Sponsor with other investment
companies.
(3) Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
(5) Ex-99.4 - Investment Advisory Agreement.
____________________
(1) Filed herewith.
(2) To be filed by amendment.
(3) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Prudential Unit Trusts,
Insured Tax-Exempt Series 1, Registration No. 2-89263.
(4) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of Government Securities
Equity Trust Series 5, Registration No. 33-57992.
(5) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Insured Series 43, Registration No. 33-29314.
(6) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Series 169, Registration No. 33-53569.
(7) Incorporated by reference to exhibit of same designation filed with the
Securities and Exchange Commission as an exhibit to the Registration
Statement under the Securities Act of 1933 of National Municipal Trust,
Series 172, Registration No. 33-54681.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Municipal Trust, Series 177, has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of New York, and State of New York on the 24th
day of February, 1995.
NATIONAL MUNICIPAL TRUST
SERIES 177
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons*, who constitute
a majority of the Board of Directors of
Prudential Securities Incorporated
Alan D. Hogan
George A. Murray
John P. Murray
Leland B. Paton
Vincent T. Pica
Richard A. Redeker
Hardwick Simmons
Lee B. Spencer, Jr.
By /s/ Richard R. Hoffmann
(Richard R. Hoffmann,
First Vice President,
As authorized signatory
for Prudential Securities
Incorporated and
Attorney-in-Fact for the
persons listed above)
____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consent of Cahill Gordon & Reindel to the use of its name in
the Prospectus included in this Registration Statement will be contained in
its opinion to be filed as Exhibit 5 to this Registration Statement.
_______________________
CONSENT OF INDEPENDENT AUDITORS
[to be filed by Amendment]
II-4
<PAGE>
<PAGE>
Exhibit 4.b
Executed in 8 Parts
Counterpart No. ( )
NATIONAL MUNICIPAL TRUST
Series 177
REFERENCE TRUST AGREEMENT
This reference Trust Agreement dated , 19 among
Prudential Securities Incorporated as Depositor, United States Trust
Company of New York, as Trustee, and Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc., as Evaluator, sets forth certain
provisions in full and incorporates other provisions by reference to
the document entitled "National Municipal Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 6, 1989 as amended.
Such provisions as are incorporated by reference constitute a single
instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Depositor, the Trustee, and the Evaluator agree as
follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full
in this instrument except that the Basic Agreement is hereby amended in the
following manner:
(a) Article I, entitled "Definitions" shall be amended to add the
following numbered paragraphs and renumber the succeeding
paragraphs accordingly:
"(1) "Additional Bonds" shall mean such Bonds (as defined
herein) as are listed in schedules of a Supplemental Reference
Trust Agreement and which are deposited in connection with an
increase in the number of Units initially specified in a
Reference Trust Agreement."
<PAGE>
"(2) "Additional Deposited Units" shall mean such
Deposited Units (as defined herein) as are listed in schedules
of a Supplemental Reference Trust Agreement and which are
deposited in connection with an increase in the number of
Units initially specified in a Reference Trust Agreement."
"(3) "Additional Securities" shall mean such Securities
(as defined herein) as are listed in schedules of a
Supplemental Reference Trust Agreement and which are deposited
in connection with an increase in the number of Units
initially specified in a Reference Trust Agreement.
"Additional Securities" may consist of "Additional Bonds"
and/or "Additional Deposited Units."
"(4) "Additional Units" shall mean such Units (as defined
herein) as are issued in respect of Additional Securities."
"(31) "Supplemental Reference Trust Agreement" shall mean a
document pursuant to which Additional Units are deposited in
connection with an increase in the number of Units initially
specified in a Reference Trust Agreement."
and to insert the following language in renumbered paragraph (6)
defining "Bonds" after each reference to Reference Trust
Agreement:
"and Supplemental Reference Trust Agreements"
and to replace the last word in renumbered paragraph (6) defining
"Bonds" with the word "relate"
and to insert the following language in renumbered paragraph (10)
defining "Contract Bonds" after the reference to Reference Trust
Agreement and redesignate the subsequent clause accordingly:
"(ii) Bonds listed in schedules of Supplemental
Reference Trust Agreements"
and to add the following language to the end of renumbered
paragraph (27) defining "Securities":
"deposited in trust and listed on a schedule
attached to the Reference Trust Agreement or on any
schedule of a Supplemental Reference Trust
Agreement."
and to add the following language to the end of renumbered
paragraph (35) defining "Unit":
<PAGE>
"hereof and increased by the number of Additional
Units created pursuant to Section 2.05 hereof."
(b) Article II, entitled "Deposit of Securities; Acceptance of Trust;
Issuance of Units; Form of Certificates", shall be amended to add
a new Section 2.05 entitled "Deposit of Additional Securities" to
read as follows:
"From time to time and in the discretion of the
Depositor, the Depositor may make deposits of
Additional Securities duly endorsed in blank or
accompanied by all necessary instruments of
assignment and transfer in proper form (or contracts
to purchase Additional Securities and cash or an
irrevocable letter of credit in an amount necessary
to consummate the purchase of any Additional
Securities pursuant to such contracts ("Additional
Contract Securities")) and Cash (as defined below),
if Cash is an asset of the Trust immediately prior
to the supplemental deposit, provided that each
deposit of Additional Securities and Cash, if any,
deposited during the 90-day period following the
first deposit of Securities in the Trust shall
replicate, to the extent practicable as hereinafter
provided, the Securities (including Contract Bonds)
and shall exactly replicate Cash (other than Cash to
be distributed only to the Sponsor or in respect of
Units issued and outstanding prior to the deposit)
held in the Trust immediately prior to each such
deposit; and, provided further that each deposit of
Additional Securities and Cash, if any, subsequent
to such 90-day period shall exactly replicate the
Securities (including Contract Bonds) and Cash
(other than Cash to be distributed only to the
Sponsor or in respect of Units issued and
outstanding prior to the deposit) held in the Trust
immediately prior to each such deposit. For
purposes of this Section 2.05 Cash means cash on
hand in the Trust and/or cash receivable by the
Trust as of the date of the supplemental deposit in
respect of a coupon date which has occurred on or
before the date of such supplemental deposit,
reduced by payables and accrued expenses on such
date, but shall not include cash received on any
Security which is allocable to the amount paid to
the Unit Holders of record on the first settlement
date for the Trust.
<PAGE>
Accordingly, for a deposit subsequent to the
90-day period following the first deposit of
Securities:
(l) Any Additional Bonds included in a deposit
shall be identical to Bonds held in the Trust
immediately prior to the deposit and in face amounts
such that (i) the face amount of Additional Bonds of
a particular issue included in a deposit divided by
(ii) the aggregate of the face amounts of all
Additional Bonds included in the deposit results in
a fraction which is the same as the fraction
resulting from division of (iii) the aggregate face
amount of the Bonds of the same issue held in the
Trust divided by (iv) the aggregate face amount of
all Bonds held in the Trust immediately prior to the
deposit;
(2) Any deposit of Additional Securities shall
be accompanied by Cash in an amount bearing the same
ratio to the aggregate face amount of all Additional
Bonds in the deposit as the Cash held in the Trust
immediately prior to the deposit bears to the
aggregate face amount of all Bonds held in the Trust
immediately prior to the deposit, exclusive of Cash
held in the Trust and designated for distribution
only to the Sponsor or with respect to Units issued
and outstanding prior to the deposit; and
(3) Any Additional Deposited Units included in
a deposit shall be identical with Deposited Units
then held in the Trust and shall be in numbers
determined by multiplying the number of Deposited
Units with respect to a particular prior series of
the National Municipal Trust held in the Trust
immediately prior to the deposit by the fraction
obtained by dividing the face amount of all
Additional Bonds included in the deposit by the face
amount of all Bonds included in the Trust
immediately prior to the deposit;
and for a deposit during the 90-day period following
the first deposit of Securities in the Trust, the
rules stated in paragraphs (1), (2) and (3) of this
Section 2.05 shall apply except that any Additional
Securities (including Additional Contract
Securities) need be only substantially similar
(rather than identical to) Securities held in the
Trust immediately prior to the deposit and the
proportionality requirements need be met only to the
<PAGE>
extent practicable. Without limiting the generality
of the phrase "to the extent practicable", if the
Depositor specifies a minimum face amount of a Bond
or minimum number of Deposited Units with respect to
a particular trust to be included in a deposit and
such minimum requirement cannot be met or if a
Security identical to a Security held in the Trust
is not readily obtainable, substitution of other
substantially similar Securities (including
Securities of an issue originally deposited) in
order to meet the foregoing proportionality
requirements shall be considered as a meeting of
such requirements "to the extent practicable".
Each deposit of Additional Securities shall be
listed in and made in accordance with a
Supplementary Schedule to the Reference Trust
Agreement stating the date of such deposit and the
number of Additional Units being issued therefor.
The execution by the Depositor in connection with
the deposit of Additional Securities of a
Supplementary Schedule to the Reference Trust
Agreement shall constitute the approval by the
Depositor as satisfactory in form and substance of
the contracts to be entered into or assumed by the
Trustee with regard to any Additional Securities
listed on such Supplementary Schedule and
authorization to the Trustee on behalf of the Trust
to enter into or assume such contracts and otherwise
to carry out the terms and provisions thereof or to
take other appropriate action in order to complete
the deposit of the Additional Securities covered
thereby into the Trust."
(c) Article III, entitled "Administration of Trust", shall be amended
as follows:
(i) section 3.05 Distribution shall be amended by
replacing "$1.00" with "$5.00" in the first and last
sentences of the third paragraph; and
(ii) section 3.14 Replacement Bond shall be amended by
deleting from part (vi) of the second sentence the
words "in the category A or better" and inserting
after the word "organization" the words "in the same
category as the Contract Bond which it replaces".
(d) Article VI, entitled "Trustee", section 6.01 General Definition
of Trustee's Liabilities, Rights and Duties shall be amended as
follows:
<PAGE>
(i) Section 6.01(g) shall be amended by deleting the word
"originally"
(ii) Section 6.01(g) shall be amended by inserting the phrase
"including supplemental deposits, if any, of Securities in
the Trust" after the first reference to "Trust".
(e) Article IX, entitled Additional Covenants; Miscellaneous
Provisions", Section 9.01 Amendments shall be amended as follows:
(i) To add the following phrase after the word "Indenture" in
(1):
"except as the result of the deposit of Additional
Securities, as herein provided"
(ii) To add the following phrase after the word "Bonds" in (2):
"except in the manner permitted by the Indenture as
in effect on the first deposit of Securities".
(f) Reference to Standard & Poor's Corporation in their capacity as
Evaluator is replaced by Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc., throughout the Basic
Agreement.
(g) Reference to Prudential-Bache Securities Inc. in their capacity
as Sponsor is replaced by Prudential Securities Incorporated
throughout the Basic Agreement.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
(a) The Trust is denominated National Municipal Trust, Series
177.
(b) The interest-bearing obligations listed in Schedule A hereto
are those which, subject to the terms of this Indenture, have
been or are to be deposited in trust under this Indenture.
(c) The term "Depositor" shall mean Prudential Securities
Incorporated.
(d) The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is .
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(e) A Unit is hereby declared initially equal to 1/ th of
the Trust.
(f) The term "First Settlement Date" shall mean , 199 .
(g) The term "Computation Date" shall mean 10, 199 .
(h) The term first "Distribution Date" shall mean 25,
199 .
(i) The term "Monthly Record Date" shall mean the tenth day of
each month commencing 10, 199 .
(j) The term "Semi-annual Record Date" shall mean the tenth day
of July and January of each year commencing 10, 19 .
(k) The term "Monthly Distribution Date" shall mean the twenty-
fifth day of each month following a Monthly Record Date
commencing 25, 199 .
(l) The term "Semi-annual Distribution Date" shall mean the
twenty-fifth day of each month following each Semi-annual
Record Date commencing 25, 19 .
(m) The Trust will terminate on the date of maturity,
redemption, sale or other disposition of the last Security
held in the Trust.
(n) The first distribution to both monthly and semi-annual Unit
Holders will be a distribution in the amount of $ .
(o) The first distribution to Monthly Unit Holders will be a
full distribution in the amount of $ .
(p) For purposes of this Series -- National Municipal Trust,
Series 177 -- the form of Certificate set forth in this
Indenture shall be appropriately modified to reflect the
title of this Series and such of the Special Terms and
Conditions of Trust set forth herein as may be appropriate.
(q) The Sponsor's Annual Portfolio Supervision Fee shall be a
maximum of $ per $1,000 principal amount of underlying
Bonds.
(r) The Trustee's Annual Fee as set forth in the Indenture in
Section 6.04 shall be $ per $1,000 principal amount of
Bonds under the monthly distribution option.
(s) The term "Insurer" may mean AMBAC Indemnity Corporation
("AMBAC"), Capital Markets Assurance Corporation ("CapMAC"),
Capital Guaranty Insurance Company ("Cap. Gty."), Connie Lee
Insurance Co. ("Connie Lee"), Financial Guaranty Insurance
Company ("FGIC"), Financial Security Assurance ("FSA") Municipal
Bond Insurance Association ("MBIA") and/or Municipal Bond
Investors Assurance Corporation ("MBIAC").
[Signatures and acknowledgments on separate pages]
