NUVEEN TAX EXEMPT UNIT TRUST SERIES 830
S-6EL24, 1995-05-12
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<PAGE>
                                                      40 ACT FILE NO. 811-2271


                       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:     NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 830

B.  Name of Depositor:       JOHN NUVEEN & CO. INCORPORATED

C.  Complete address of Depositor's principal executive offices:

                             333 West Wacker Drive
                            Chicago, Illinois  60606

D.  Name and complete address of agents for service:

                         JOHN NUVEEN & CO. INCORPORATED
                            Attn:  James J. Wesolowski
                             333 West Wacker Drive
                            Chicago, Illinois  60606


                                CHAPMAN AND CUTLER
                           Attn:  Eric F. Fess
                             111 West Monroe Street
                            Chicago, Illinois  60603

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

_____
_____  immediately upon filing pursuant to paragraph (b)

_____
_____  on (date) pursuant to paragraph (b) of rule 485

_____
_____  60 days after filing pursuant to paragraph (a)

_____
_____  on (date) pursuant to paragraph (a) of rule (485 or 486)

E.  Title and amount of securities being registered:  An indefinite number of
Units pursuant to Rule 24f-2 promulgated under the Investment Company Act of
1940, as amended.

F.  Proposed maximum offering price to the public of the securities being
registered:  Indefinite

G.  Amount of filing fee:  $500 (as required by Rule 24f-2)

H.  Approximate date of proposed sale to the public:

                  As soon as practicable after the effective
                      date of the registration statement

- -----       Check box if it is proposed that this filing will become effective
- -----       on (Date) at (Time) pursuant to Rule 487.


______________________________________________________________________________

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



<PAGE>

                                  MAY 11, 1995
                             SUBJECT TO COMPLETION
 
NUVEEN  Tax-Exempt Unit Trusts
             PROSPECTUS -- PART II
            DATED

- -------, 1995
THIS PART II OF THE PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED BY PART
I. BOTH PARTS OF THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
FURTHER  DETAIL REGARDING CERTAIN OF THE  INFORMATION PROVIDED IN THE PROSPECTUS
MAY BE OBTAINED WITHIN  FIVE BUSINESS DAYS OF  WRITTEN OR TELEPHONIC REQUEST  TO
THE  TRUSTEE, THE ADDRESS AND TELEPHONE NUMBER  OF WHICH ARE SET FORTH IN "OTHER
INFORMATION--SUPPLEMENTAL INFORMATION."
 
INTEREST INCOME TO A TRUST AND TO UNITHOLDERS, IN THE OPINION OF COUNSEL,  UNDER
EXISTING  LAW IS  EXEMPT FROM  FEDERAL INCOME  TAX. CAPITAL  GAINS, IF  ANY, ARE
SUBJECT TO TAX. IN ADDITION, INTEREST INCOME OF STATE TRUSTS IS, IN THE  OPINION
OF  COUNSEL,  EXEMPT,  TO THE  EXTENT  INDICATED,  FROM STATE  AND  LOCAL TAXES.
INTEREST INCOME OF ANY TRUST  OTHER THAN A STATE TRUST  MAY BE SUBJECT TO  STATE
AND LOCAL TAXES.
 
CURRENTLY  OFFERED AT PUBLIC OFFERING PRICE PLUS INTEREST ACCRUED TO THE DATE OF
SETTLEMENT. MINIMUM PURCHASE--EITHER $5,000 OR 50 UNITS, WHICHEVER IS LESS.
 
THIS NUVEEN TAX-EXEMPT  UNIT TRUST  SERIES consists of  the underlying  separate
unit  investment  trust set  forth  in Part  I  to this  Prospectus.  Each Trust
initially consists  of delivery  statements relating  to contracts  to  purchase
Bonds  and, thereafter, will  consist of a  diversified portfolio of obligations
issued by  or on  behalf of  states and  territories of  the United  States  and
authorities  and political  subdivisions thereof (see  "Schedule of Investments"
appearing in Part I  of this Prospectus ).  All obligations in each  Traditional
Trust  are rated in the category "A"  or better by Standard & Poor's Corporation
or Moody's Investors Service,  Inc. on the Date  of Deposit. All obligations  in
each  Insured Trust are covered by policies  of insurance obtained from the MBIA
Insurance Corporation guaranteeing payment of  principal and interest when  due.
All  such policies of insurance remain effective  so long as the obligations are
outstanding. As a result of such insurance,  the Bonds in each portfolio of  the
Insured  Trusts have  received a rating  of "Aaa" by  Moody's Investors Service,
Inc. and the Bonds in the Insured Trusts  and the Units of each such Trust  have
received  a rating of "AAA" by  Standard & Poor's Corporation. INSURANCE RELATES
ONLY TO THE BONDS IN THE INSURED TRUSTS  AND NOT TO THE UNITS OFFERED HEREBY  OR
TO THEIR MARKET VALUE. (See "WHY AND HOW ARE THE BONDS INSURED?")
 
THE  OBJECTIVES of  a Trust  are tax-exempt  income and  conservation of capital
through a diversified investment  in tax-exempt Bonds.  The payment of  interest
and  the preservation of principal are, of course, dependent upon the continuing
ability of  the issuers  of  Bonds and  of any  insurer  thereof to  meet  their
obligations  thereunder. There is no guarantee that a Trust's objectives will be
achieved. (See "RISK FACTORS".)
 
DISTRIBUTIONS of interest received by a Trust will be made semi-annually  unless
the  Unitholder  elects to  receive them  monthly or  quarterly. (See  "WHEN ARE
DISTRIBUTIONS MADE  TO UNITHOLDERS?")  Distribution of  funds in  the  Principal
Account, if any, will ordinarily be made semi-annually.
FOR  ESTIMATED LONG TERM RETURNS AND ESTIMATED CURRENT RETURNS to Unitholders in
each Trust on the business day prior to the Date of Deposit. (See Part I of this
Prospectus and  "WHAT  ARE ESTIMATED  LONG  TERM RETURN  AND  ESTIMATED  CURRENT
RETURN?")
 
THE  PUBLIC OFFERING PRICE  per Unit of  each Trust during  the initial offering
period is equal to a pro rata share of the OFFERING prices of the Bonds in  such
Trust's  portfolio plus  a sales charge  of up  to 4.90% of  the Public Offering
Price (equivalent to  5.152% of the  net amount invested);  the sales charge  is
somewhat lower on Trusts with lesser average maturities. (See "HOW IS THE PUBLIC
OFFERING PRICE DETERMINED?") The Secondary Market Public Offering Price per Unit
for each Trust will be equal to a pro rata share of the sum of BID prices of the
Bonds  in such Trust  plus the sales  charges determined based  on the number of
years remaining  to  the  maturity  of each  Bond.  Accrued  interest  from  the
preceding  Record Date to, but not including, the settlement date (normally five
business days after purchase) is added  to the Public Offering Price. The  sales
charge  is reduced on a graduated scale  for sales involving at least $50,000 or
500 Units  and will  be applied  on whichever  basis is  more favorable  to  the
purchaser. (See "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?")
 
A  UNITHOLDER MAY REDEEM UNITS at the office of the Trustee, United States Trust
Company of New York, at prices based upon the BID prices of the Bonds. The price
received  upon  redemption  may  be  more  or  less  than  the  amount  paid  by
Unitholders,  depending upon the  value of the  Bonds on the  date of tender for
redemption. (See  "HOW UNITS  MAY  BE REDEEMED  WITHOUT CHARGE?")  The  Sponsor,
although not required to do so, intends to make a secondary market for the Units
of the Trusts at prices based upon the BID prices of the Bonds in the respective
Trusts.  (See  "MARKET FOR  UNITS".)  RETAIN BOTH  PART I  AND  PART II  OF THIS
PROSPECTUS FOR FUTURE REFERENCE.
 
RISK FACTORS. An investment in a Trust  should be made with an understanding  of
the risks associated therewith, including, among other factors, the inability of
the issuer or an insurer to pay the principal of or interest on a bond when due,
volatile interest rates, early call provisions, and changes to the tax status of
the Bonds. See Part I of this Prospectus and "RISK FACTORS."
 
UNITS OF THE TRUST ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, ANY BANK AND ARE NOT FEDERALLY INSURED OR OTHERWISE PROTECTED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY AND
INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
 
THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE  SECURITIES
AND  EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES  COMMISSION PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
  NUVEEN  Tax-Exempt Unit Trusts
 
<TABLE>
<CAPTION>
      INDEX                                                             PAGE
<C>   <S>                                              <C>        <C>
      WHAT IS THE NUVEEN TAX-EXEMPT TRUST?                                 3
      WHAT ARE THE OBJECTIVES OF THE TRUSTS?                               3
      SUMMARY OF PORTFOLIOS                                                4
      RISK FACTORS                                                         4
      COMPOSITION OF TRUSTS                                                6
      WHY AND HOW ARE THE BONDS INSURED?                                   8
      HOW IS THE PUBLIC OFFERING PRICE DETERMINED?                         9
      MARKET FOR UNITS                                                    11
      WHAT IS ACCRUED INTEREST?                                           12
      WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED
      CURRENT RETURN?                                                     12
      HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE
      DATE
      OF DEPOSIT?                                                         13
      WHAT IS THE TAX STATUS OF UNITHOLDERS?                              14
      WHAT ARE NORMAL TRUST OPERATING EXPENSES?                           16
      WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?                         17
      ACCUMULATION PLAN                                                   18
      HOW DETAILED ARE REPORTS TO UNITHOLDERS?                            19
      UNIT VALUE AND EVALUATION                                           20
      HOW UNITS OF THE TRUSTS ARE DISTRIBUTED TO THE
      PUBLIC                                                              20
      OWNERSHIP AND TRANSFER OF UNITS                                     21
      HOW UNITS MAY BE REDEEMED WITHOUT CHARGE                            22
      HOW UNITS MAY BE PURCHASED BY THE SPONSOR                           23
      HOW BONDS MAY BE REMOVED FROM THE TRUSTS                            23
      INFORMATION ABOUT THE TRUSTEE                                       24
      INFORMATION ABOUT THE SPONSOR                                       25
      OTHER INFORMATION                                                   25
</TABLE>
 
                  2
<PAGE>
WHAT IS THE NUVEEN TAX-EXEMPT UNIT TRUST?
 
This  Series of the Nuveen Tax-Exempt Unit Trust  is one of a series of separate
but similar  investment companies  created  by the  Sponsor,  each of  which  is
designated  by a different Series number. This Series consists of the underlying
separate  unit  investment  trusts,  combined  under  one  trust  indenture  and
agreement,  as set forth  in Part I  of this Prospectus.  The various trusts are
collectively referred to herein as the "Trusts"; the trusts in which few or none
of the Bonds are insured are sometimes referred to as the "Traditional  Trusts",
the  trusts  in which  all  of the  Bonds are  insured  as described  herein are
sometimes referred  to as  the  "Insured Trusts",  and  the state  trusts  (both
Traditional  and Insured) are sometimes referred  to as the "State Trusts." This
Series was created under the laws of the  State of New York pursuant to a  Trust
Indenture and Agreement dated the Date of Deposit (the "Indenture") between John
Nuveen & Co. Incorporated (the "Sponsor") and United States Trust Company of New
York (the "Trustee").
 
    The  Sponsor has deposited with the  Trustee delivery statements relating to
contracts for the  purchase of  municipal debt obligations  together with  funds
represented by an irrevocable letter of credit issued by a major commercial bank
in  the amount, including accrued interest,  required for their purchase (or the
obligations themselves) (the "Bonds"). See "Schedules of Investments" in Part  I
of  this Prospectus, for a  description of the Securities  deposited in a Trust.
See "SUMMARY OF PORTFOLIOS" and "RISK  FACTORS" for a discussion of zero  coupon
bonds  and stripped  obligations included  in the  Trusts, if  any. Some  of the
delivery statements may relate to contracts for the purchase of "when issued" or
other Bonds with delivery dates after the date of settlement for a purchase made
on the Date of  Deposit. See the  "Schedules of Investments" in  Part I of  this
Prospectus  and  "COMPOSITION  OF TRUSTS".  For  a discussion  of  the Sponsor's
obligations in the event of a failure of any contract for the purchase of any of
the Bonds and its limited right to substitute other bonds to replace any  failed
contract, see "COMPOSITION OF TRUSTS."
 
    Payment  of interest on the Bonds in each Insured Trust, and of principal at
maturity, is guaranteed under policies of  insurance obtained by the Sponsor  or
by  the issuers of  the Bonds. (See "WHY  AND HOW ARE THE  BONDS INSURED?") AS A
GENERAL MATTER, NEITHER THE ISSUER NOR  THE SPONSOR HAS OBTAINED INSURANCE  WITH
RESPECT TO THE BONDS IN ANY TRADITIONAL TRUST.
 
    The  Trustee has delivered  to the Sponsor  registered Units which represent
ownership of  the  entire  Series,  and  which are  offered  for  sale  by  this
Prospectus.  Each Unit of a Trust  represents a fractional undivided interest in
the principal and net income of such Trust in the ratio set forth in  "Essential
Information"  in Part I of this Prospectus. Units  may only be sold in states in
which they  are registered.  To  the extent  that any  Units  of any  Trust  are
redeemed by the Trustee, the aggregate value of the Trust's assets will decrease
by  the amount  paid to the  redeeming Unitholder, but  the fractional undivided
interest of each unredeemed  Unit in such  Trust will increase  proportionately.
The  Sponsor will  initially, and  from time to  time thereafter,  hold Units in
connection with their offering.
 
WHAT ARE THE OBJECTIVES OF THE TRUSTS?
 
The objectives of the Trusts are income  exempt from Federal income tax and,  in
the  case of State Trusts, where applicable, state income and intangibles taxes,
and conservation of capital, through an  investment in obligations issued by  or
on  behalf of states  and territories of  the United States  and authorities and
political subdivisions thereof,  the interest  on which  is, in  the opinion  of
recognized  bond counsel  to the  issuing governmental  authorities, exempt from
Federal income  tax  under  existing  law  and  certain  state  income  tax  and
intangibles taxes, if any, for purchasers who qualify as residents of that State
in  which Bonds are issued. Insurance guaranteeing the timely payment, when due,
of all  principal and  interest on  the Bonds  in each  Insured Trust  has  been
obtained  by the  Sponsor or by  the issuers  of such Bonds  from MBIA Insurance
Corporation, and as a  result of such insurance  the obligations in the  Insured
Trusts  are rated "Aaa" by Moody's Investors Service, Inc. and "AAA" by Standard
& Poor's  Ratings  Group.  (See  "WHY  AND HOW  ARE  THE  BONDS  INSURED?")  All
obligations  in each Traditional Trust  are rated in the  category "A" or better
(SP-1 or MIG 2  or better in the  case of short term  obligations included in  a
Short  Term Traditional  Trust) by  Standard &  Poor's Ratings  Group or Moody's
Investors Service,  Inc.  (including  provisional or  conditional  ratings).  In
addition,  certain  Bonds  in  certain  Traditional  Trusts  may  be  covered by
insurance guaranteeing  the  timely payment,  when  due, of  all  principal  and
interest.  There is, of course, no guarantee that the Trusts' objectives will be
achieved. For a comparison of net after-tax return for
 
                                       3
<PAGE>
various tax  brackets  see  the "TAXABLE  EQUIVALENT  ESTIMATED  CURRENT  RETURN
TABLES"  included  in  the  Appendices to  the  Information  Supplement  of this
Prospectus.
 
SUMMARY OF PORTFOLIOS
 
In selecting  Bonds for  the  respective Trusts,  the following  factors,  among
others,  were considered:  (i) the Standard  & Poor's Corporation  rating of the
Bonds or the Moody's Investors Service, Inc. rating of the Bonds (see "WHAT  ARE
THE  OBJECTIVES OF THE TRUSTS?" for  a description of minimum rating standards),
(ii) the prices of the Bonds relative  to other bonds of comparable quality  and
maturity, (iii) the diversification of Bonds as to purpose of issue and location
of  issuer, (iv) the  maturity dates of  the Bonds, and  (v) in the  case of the
Insured Trusts only, the availability of MBIA Insurance Corporation insurance on
such Bonds. (See "WHY AND HOW ARE THE BONDS INSURED?")
 
RISK FACTORS
 
    An investment in Units of any Trust should be made with an understanding  of
the  risks that such an investment may entail. Each Trust consists of fixed-rate
municipal debt  obligations. As  such, the  value of  the debt  obligations  and
therefore  of  the  Units will  decline  with  increases in  interest  rates. In
general, the longer the period until the maturity of a Bond, the more  sensitive
its  value will be to fluctuations in interest rates. The Sponsor cannot predict
the extent or timing  of such fluctuations and,  accordingly, their effect  upon
the  value of the debt obligations.  Additional risk factors include the ability
of the issuer, or, if applicable, an  insurer, to make payments of interest  and
principal  when due,  "mandatory put"  features, early  call provisions  and the
potential for changes in the tax status of the Bonds. As set forth in Part I  of
this Prospectus, the Trusts may contain or be concentrated in one or more of the
types of bonds discussed below. The following paragraphs briefly discuss certain
circumstances which may adversely affect the ability of issuers of Bonds held in
the  portfolio of a Trust to make payment of principal and interest thereon, and
which also  therefore may  adversely  affect the  ratings  of such  Bonds;  with
respect  to Insured  Trusts, however, because  of the insurance  obtained by the
Sponsor or by the issuers of the Bonds, such changes should not adversely affect
an Insured Trust's receipt of principal and interest, the Standard & Poor's  AAA
or  Moody's Aaa  ratings of  the Bonds  in the  Insured Trust  portfolio, or the
Standard & Poor's AAA rating of the Units of each such Insured Trust. The  Bonds
described   below  may  be  subject   to  special  or  extraordinary  redemption
provisions. For economic risks specific to the individual Trusts, see Part I  of
this  Prospectus  and  the  Appendices to  the  Information  Supplement  of this
Prospectus.
 
    Health Facility Obligations  are obligations of  issuers whose revenues  are
derived  from services  provided by hospitals  or other  health care facilities,
including nursing  homes. The  ability  of such  issuers  to make  debt  service
payments  on  these  obligations  is  dependent  on  various  factors, including
occupancy levels  of the  facility,  demand for  services, wages  of  employees,
overhead   expenses,  competition  from   other  similar  providers,  government
regulation, the cost of  malpractice insurance, and  the degree of  governmental
financial assistance, including Medicare and Medicaid.
 
    Housing  Obligations are obligations of issuers whose revenues are primarily
derived from mortgage loans on single family residences or housing projects  for
low to moderate income families. Housing obligations are generally prepayable at
any  time and therefore  their average life  will ordinarily be  less than their
stated maturities. The ability of such issuers to make debt service payments  on
these  obligations is dependent on  various factors, including occupancy levels,
rental income, mortgage default  rates, taxes, operating expenses,  governmental
regulations and the appropriation of subsidies.
 
    Industrial  Revenue  Obligations  are  industrial  revenue  bonds  ("IRBs"),
including pollution  control  revenue  bonds, which  are  tax-exempt  securities
issued  by  states, municipalities,  public authorities  or similar  entities to
finance the  cost of  acquiring, constructing  or improving  various  industrial
projects.  Debt  service  payment on  IRBs  is dependent  upon  various factors,
including the creditworthiness of the corporate operator of the project and,  if
applicable,  corporate guarantor, revenues generated  from the project, expenses
associated with the project and regulatory and environmental restrictions.
 
    Electric Utility Obligations are obligations  of issuers whose revenues  are
primarily  derived from the sale of electric energy. The ability of such issuers
to make  debt service  payments on  these obligations  is dependent  on  various
factors,  including the rates  for electricity, the  demand for electricity, the
degree of competition, governmental  regulation, overhead expenses and  variable
costs, such as fuel.
 
                                       4
<PAGE>
    Transportation  Facility Revenue Bonds are  obligations of issuers which are
payable from and secured by revenues derived from the ownership and operation of
airports, highway public transit  systems and ports. The  ability of issuers  to
make debt service payments on airport obligations is dependent on the capability
of  airlines to  meet their obligations  under use agreements.  Due to increased
competition, deregulation, increased fuel costs and other factors, many airlines
may have difficulty meeting their obligations under these use agreements.  Bonds
that  are secured primarily by the revenue  collected by a public transit system
typically are additionally secured by a  pledge of sales tax receipts  collected
at  the state or local level, or of other governmental financial assistance. The
revenue of issuers of transit system obligations will be affected by  variations
in  utilization,  which  in  turn  may  be  affected  by  the  degree  of  local
governmental subsidization, competition from other forms of transportation,  and
increased  costs.  Port authorities  derive their  revenues primarily  from fees
imposed on ships using the facilities which may fluctuate depending on the local
economy and on competition from competing  forms of transportation such as  air,
rail  and  trucks. The  revenues  of issuers  which  derive their  payments from
bridge, road or tunnel toll revenues could be adversely affected by increases in
fuel  costs,  competition  from  toll-free  vehicular  bridges  and  roads   and
alternative modes of transportation.
 
    Water  and/or Sewerage Obligations are obligations of issuers whose revenues
are payable from user fees from the sale of water and/or sewerage services.  The
problems  of  such  issuers  include  the  ability  to  obtain  rate  increases,
population declines,  the  limitations on  operations  and increased  costs  and
delays  attributable to environmental considerations, the difficulties obtaining
new supplies  of  fresh  water,  the effect  of  conservation  programs  and  in
"no-growth" zoning ordinances.
 
    University  and College Revenue Obligations are obligations of issuers whose
revenues are  derived  mainly  from  tuition,  dormitory  revenues,  grants  and
endowments.  General problems of  number of "college"  age individuals, possible
inability to raise tuitions  and fees, the uncertainty  of continued receipt  of
Federal  grants  and state  funding, and  government legislation  or regulations
which may adversely affect the revenues or costs of such issuers.
 
    Dedicated-Tax Supported Bonds are obligations  of issuers which are  payable
from  and secured by tax  revenues from a designated  source, which revenues are
pledged to secure the bonds. The  various types of Bonds described below  differ
in structure and with respect to the rights of the bondholders to the underlying
property.  Each type  of dedicated-tax supported  Bond has  distinct risks, only
some of which are set forth below.  One type of dedicated-tax supported Bond  is
secured  by the  incremental tax  received on either  real property  or on sales
within a specifically  defined geographical  area; such tax  generally will  not
provide  bondholders with a lien on the underlying property or revenues. Another
type of dedicated-tax supported Bond is secured by a special tax levied on  real
property  within a defined  geographical area in  such a manner  that the tax is
levied on those who benefit from the project; such bonds typically provide for a
statutory lien on  the underlying  property for unpaid  taxes. A  third type  of
dedicated-tax   supported  Bond  may  be  secured  by  a  tax  levied  upon  the
manufacture, sale or consumption  of commodities or upon  the license to  pursue
certain  occupations or upon corporate  privileges within a taxing jurisdiction.
As to any of  these types of  Bonds, the ability of  the designated revenues  to
satisfy  the interest and  principal payments on  such bonds may  be affected by
changes  in  the  local  economy,  the  financial  success  of  the   enterprise
responsible  for the payment  of the taxes,  the value of  any property on which
taxes may be assessed and the ability to collect such taxes in a timely fashion.
Each of these  factors will have  a different  affect on each  distinct type  of
dedicated-tax supported bonds.
 
    Municipal  Lease Bonds are obligations that are secured by lease payments of
a governmental entity and are  normally subject to annual budget  appropriations
of  the leasing governmental entity. A governmental entity that enters into such
a lease agreement cannot obligate future governments to appropriate for and make
lease payments but covenants to take such action as is necessary to include  any
lease  payments due in  its budgets and  to make the  appropriations therefor. A
governmental entity's failure to appropriate for and to make payments under  its
lease obligation could result in insufficient funds available for payment of the
obligations secured thereby.
 
    Original  Issue Discount Bonds and Stripped Obligations are bonds which were
issued with  nominal  interest  rates  less  than  the  rates  then  offered  by
comparable  securities and as  a consequence were originally  sold at a discount
from their face,  or par,  values. In a  stable interest  rate environment,  the
market  value of  an original  issue discount bond  would tend  to increase more
slowly in early years and in greater increments as the bond approached maturity.
 
                                       5
<PAGE>
    Certain of the original issue discount bonds  in a Trust may be zero  coupon
bonds. Zero coupon bonds do not provide for the payment of any current interest;
the  buyer receives only the right to receive a final payment of the face amount
of the bond  at its  maturity. Zero coupon  bonds are  subject to  substantially
greater price fluctuations during periods of changing market interest rates than
are securities of comparable quality that pay interest currently.
 
    Original  issue discount bonds, including zero  coupon bonds, may be subject
to redemption at prices  based on the  issue price plus  the amount of  original
issue   discount  accreted  to  redemption   (the  "accreted  value")  plus,  if
applicable, some premium.  Pursuant to  such call provisions  an original  issue
discount  bond may be called prior to its maturity date at a price less than its
face value. See the  "Schedules of Investments" for  more information about  the
call provisions of portfolio Bonds.
 
    Certain of the Bonds in a Trust may be stripped obligations, which represent
evidences  of ownership  with respect  to either  the principal  amount of  or a
payment of interest  on a tax-exempt  obligation ("Stripped Obligations").  Each
Stripped  Obligation has been purchased at a discount from the amount payable at
maturity. A Stripped Obligation  therefore has economic characteristics  similar
to zero coupon bonds, as described above.
 
    Unitholders  should consult their own tax advisers with respect to the state
and local tax consequences of owning  original issue discount bonds or  Stripped
Obligations.  Under applicable  provisions governing determination  of state and
local taxes, interest on original  issue discount bonds or Stripped  Obligations
may  be deemed to  be received in  the year of  accrual even though  there is no
corresponding cash payment.
 
    Certain bonds may carry a "mandatory put" (also referred to as a  "mandatory
tender"  or "mandatory repurchase") feature pursuant to which the holder of such
bonds will receive payment of the full principal amount thereof on a stated date
prior to the maturity date unless  such holder affirmatively acts to retain  the
bond.  The Trustee does not have the authority  to act to retain Bonds with such
features; accordingly, it will receive payment  of the full principal amount  of
any  such Bonds on the stated put date and such date is therefore treated as the
maturity date of such Bonds in selecting Bonds for the respective Trusts and for
purposes of calculating the average maturity of the Bonds in any Trust.
 
COMPOSITION OF TRUSTS
 
Each Trust initially consists  of delivery statements  relating to contracts  to
purchase Bonds (or of such Bonds) as are listed under "Schedules of Investments"
in  Part I of this Prospectus and, thereafter,  of such Bonds as may continue to
be held from time to time  (including certain securities deposited in the  Trust
in  substitution  for  Bonds  not  delivered to  the  Trust  or  in  exchange or
substitution for  Bonds  upon certain  refundings),  together with  accrued  and
undistributed   interest  thereon  and  undistributed  cash  realized  from  the
disposition of Bonds.
 

    "WHEN-ISSUED"  AND  "DELAYED  DELIVERY"  TRANSACTIONS.    The  contracts  to
purchase  Bonds delivered to  the Trustee represent an  obligation by issuers or
dealers to deliver Bonds to  the Sponsor for deposit  in the Trusts. Certain  of
the  contracts relate  to Bonds  which have not  been issued  as of  the Date of
Deposit and which are commonly referred to as "when issued" or "when, as and  if
issued"  Bonds. Although  the Sponsor  believes it  unlikely, if  such Bonds, or
replacement bonds  described below,  are not  acquired by  a Trust  or if  their
delivery  is  delayed, the  Estimated Current  Returns  and Estimated  Long Term
Returns shown herein may be reduced.  Certain of the contracts for the  purchase
of  Bonds provide for delivery dates after  the date of settlement for purchases
made on  the  Date of  Deposit.  Interest on  such  "when issued"  and  "delayed
delivery"  Bonds accrues to the benefit of Unitholders commencing with the first
settlement date for the Units. However,  in the opinion of counsel,  Unitholders
who  purchase their Units prior to the date such Bonds are actually delivered to
the Trustee must reduce the  tax basis of their  Units for interest accruing  on
such  Bonds during the interval between their purchase of Units and the delivery
of the Bonds because such amounts constitute a return of principal. As a  result
of  such adjustment, the  Estimated Current Returns set  forth herein (which are
based on the Public Offering Price as of  the business day prior to the Date  of
Deposit)  may be  slightly lower than  Unitholders will receive  after the first
year, assuming the Portfolio does not  change and estimated annual expense  does
not  vary from that  set forth under  "Essential Information" in  Part I of this
Prospectus. Those Bonds in  each Trust purchased with  delivery dates after  the
date of settlement for purchases made on the Date of Deposit are so noted in the
"Schedule of Investments" in Part I of this Prospectus.

 
                                       6
<PAGE>

    LIMITED  REPLACEMENT OF CERTAIN BONDS.   Neither the Sponsor nor the Trustee
shall be liable in any  way for any default, failure  or defect in any Bond.  In
the  event of a failure to deliver any  Bond that has been purchased for a Trust
under a contract, including those  Bonds purchased on a  when, as and if  issued
basis  ("Failed Bonds"), the Sponsor is authorized under the Indenture to direct
the Trustee to acquire  other specified Bonds ("Replacement  Bonds") to make  up
the  original corpus of the Trust within 20 days after delivery of notice of the
failed contract and the  cost to the Trust  (exclusive of accrued interest)  may
not  exceed the amount of  funds reserved for the  purchase of the Failed Bonds.
The Replacement Bonds  must satisfy  the criteria previously  described for  the
Trusts  and shall be substantially identical to the Failed Bonds they replace in
terms of (i) the exemption from  federal and state taxation; (ii) maturity  and;
(iii)  cost to the Trust. In addition,  Replacement Bonds shall not be "when, as
and if issued" Bonds. Whenever a Replacement Bond has been acquired for a Trust,
the Trustee shall, within five days after the delivery thereof, mail or  deliver
a  notice of such acquisition to all Unitholders of the Trust involved. Once the
original corpus of the Trust is acquired, the Trustee will have no power to vary
the investment of the Trust.

 
    To the extent Replacement Bonds are  not acquired, the Sponsor shall  refund
to  all Unitholders of the Trust involved  the sales charge attributable to such
Failed Bonds not replaced, and  the principal and accrued interest  attributable
to such Bonds shall be distributed not more than 30 days after the determination
of  such failure or at  such earlier time as the  Trustee in its sole discretion
deems to be in the interest of  the Unitholders. Any such accrued interest  paid
to Unitholders will be paid by the Sponsor and, accordingly, will not be treated
as  tax-exempt  income.  In the  event  Failed Bonds  in  a Trust  could  not be
replaced, the  Net Annual  Interest Income  per  Unit for  such Trust  would  be
reduced and the Estimated Current Return thereon might be lowered.
 
    SALE,  MATURITY AND REDEMPTION OF BONDS.  Certain of the Bonds may from time
to time  under certain  circumstances be  sold  or redeemed  or will  mature  in
accordance  with their terms. The proceeds from  such events will be used to pay
for  Units  redeemed   or  distributed  to   Unitholders  and  not   reinvested;
accordingly,  no assurance can be given that  a Trust will retain for any length
of time its present size and composition.
 
    All of the Bonds in  each Trust are subject to  being called or redeemed  in
whole  or in  part prior  to their  stated maturities  pursuant to  the optional
redemption provisions described in  the "Schedules of  Investments" and in  most
cases  pursuant to sinking fund, special or extraordinary redemption provisions.
See the discussion of the various  types of bond issues, above, for  information
on  the  call  provisions of  such  bonds, particularly  single  family mortgage
revenue bonds.
 
    The exercise of redemption or call provisions will (except to the extent the
proceeds of the called Bonds are used to pay for Unit redemptions) result in the
distribution of  principal  and may  result  in a  reduction  in the  amount  of
subsequent  interest distributions;  it may  also affect  the current  return on
Units of the Trust  involved. The exercise of  redemption or call provisions  is
more  likely to occur in  situations where when the  Bonds have an offering side
evaluation which represents a  premium over par (as  opposed to a discount  from
par).  (In  the  case  of  original issue  discount  bonds,  such  redemption is
generally to  be made  at the  issue price  plus the  amount of  original  issue
discount accreted to the date of redemption; such price is referred to herein as
"accreted  value"). Because Bonds may have been  valued at prices above or below
par value or the then current accreted  value at the time Units were  purchased,
Unitholders  may realize  gain or loss  upon the redemption  of portfolio Bonds.
(See "WHAT IS THE TAX STATUS  OF UNITHOLDERS?" and "WHEN ARE DISTRIBUTIONS  MADE
TO  UNITHOLDERS?" in Part II and the "Schedule of Investments" in Part I of this
Prospectus.)
 
    CERTAIN TAX  MATTERS;  LITIGATION.   Certain  of  the Bonds  in  each  Trust
portfolio  may be subject to  continuing requirements such as  the actual use of
bond proceeds, manner of operation of the project financed from bond proceeds or
rebate of excess  earnings on  bond proceeds that  may affect  the exemption  of
interest  on such Bonds  from Federal income  taxation. Although at  the time of
issuance of each  of the  Bonds in  each Trust an  opinion of  bond counsel  was
rendered as to the exemption of interest on such obligations from Federal income
taxation,  and the issuers covenanted to  comply with all requirements necessary
to retain the tax-exempt status of the Bonds, there can be no assurance that the
respective issuers  or  other obligors  on  such obligations  will  fulfill  the
various  continuing  requirements  established  upon issuance  of  the  Bonds. A
failure to comply with such requirements may cause a determination that interest
on such  obligations  is  subject  to  Federal  income  taxation,  perhaps  even
retroactively  from the  date of  issuance of  such Bonds,  thereby reducing the
value of the Bonds and subjecting Unitholders to unanticipated tax liabilities.
 
                                       7
<PAGE>
    To the best knowledge of the Sponsor,  there is no litigation pending as  of
the  Date of Deposit in respect of  any Bonds which might reasonably be expected
to have a  material adverse effect  on any of  the Trusts. It  is possible  that
after  the Date of Deposit, litigation may be initiated with respect to Bonds in
any Trust. Any  such litigation may  affect the  validity of such  Bonds or  the
tax-exempt  nature of the interest thereon,  but while the outcome of litigation
of such nature can never be entirely predicted, the opinions of bond counsel  to
the  issuer of  each Bond  on the date  of issuance  state that  such Bonds were
validly issued and that the interest thereon is, to the extent indicated, exempt
from Federal income tax.
 
WHY AND HOW ARE THE BONDS INSURED?
 

Insurance guaranteeing  the  timely payment,  when  due, of  all  principal  and
interest  on the Bonds in each Insured Trust has been obtained by the Sponsor or
by the issuers or underwriters of Bonds from the MBIA Insurance Corporation (the
"Insurer"). Some of the Bonds in each  Insured Trust may be covered by a  policy
or  policies of insurance obtained  by the issuers or  underwriters of the Bonds
from Municipal Bond Insurance Association (the "Association") or Bond  Investors
Guaranty  Insurance  Company  ("BIG").  The claims-paying  ability  of  both the
Insurer and the  Association was rated  "AAA Prime Grade"  by Standard &  Poor's
Ratings  Group.  Moody's Investors  Service rates  all  bond issuers  insured by
either the Insurer or  the Association "Aaa" and  short-term loans "MIG1,"  both
designated  to be  of the highest  quality. The  Insurer has issued  a policy or
policies of insurance  covering each of  the Bonds in  the Insured Trusts,  each
policy to remain in force until the payment in full of such Bonds and whether or
not  the Bonds continue  to be held  by an Insured  Trust. By the  terms of each
policy the Insurer will  unconditionally guarantee to the  holders or owners  of
the  Bonds the  payment, when  due, required of  the issuer  of the  Bonds of an
amount equal to  the principal of  and interest  on the Bonds  as such  payments
shall  become due but not be paid (except  that in the event of any acceleration
of the due  date of  principal by reason  of mandatory  or optional  redemption,
default  or otherwise, the payments guaranteed will  be made in such amounts and
at such times as would have been due had there not been an acceleration).

 
    Insurance guaranteeing the timely  payment, when due,  of all principal  and
interest  on certain Bonds in a Traditional  Trust may have been obtained by the
Sponsor, issuer or underwriter  of the particular Bonds  involved or by  another
party.  Such insurance, which  provides coverage substantially  the same as that
obtained with  respect  to  Bonds  in Insured  Trusts  as  described  above,  is
effective  so long as the insured Bond is outstanding and the insurer remains in
business. Insurance relates  only to the  particular Bond and  not to the  Units
offered hereby or to their market value. Insured Bonds have received a rating of
"Aaa"  by  Moody's Investors  Service, Inc.  and/or "AAA"  by Standard  & Poor's
Ratings Group in recognition of such insurance.
 
    If a Bond in a Traditional  Trust is insured, the "Schedule of  Investments"
appearing in Part I of this Prospectus will identify the insurer. The Sponsor to
date  has purchased  and presently  intends to  purchase insurance  for Bonds in
Traditional Trusts exclusively  from MBIA. There  can be no  assurance that  any
insurer  listed therein  will be  able to satisfy  its commitments  in the event
claims are made in the future.  However, Standard & Poor's Ratings Group  and/or
Moody's  Investor's Service have rated the claims-paying ability of each insurer
"AAA" or "Aaa," respectively.
 
    The Insurer is the principal operating subsidiary of MBIA, Inc., a New  York
Stock  Exchange listed company. MBIA, Inc. is  not obligated to pay the debts of
or claims against the  Insurer. The Insurer is  a limited liability  corporation
rather  than a  several liability association.  The Insurer is  domiciled in the
State of New York and licensed to do business in all 50 states, the District  of
Columbia,  the Commonwealth  of Puerto  Rico, the  Commonwealth of  the Northern
Mariana Islands, the Virgin  Islands of the United  States and the Territory  of
Guam. The Insurer has one European branch in the Republic of France.
 
    As  of December  31, 1993  the Insurer had  admitted assets  of $3.1 billion
(audited), total liabilities of  $2.1 billion (audited),  and total capital  and
surplus  of  $978  million  (audited) determined  in  accordance  with statutory
accounting  practices   prescribed   or  permitted   by   insurance   regulatory
authorities.  As of December 31,  1994, the Insurer had  admitted assets of $3.4
billion (audited),  total  liabilities  of $2.3  billion  (audited),  and  total
capital  and surplus  of $1.1  billion (audited)  determined in  accordance with
statutory accounting practices prescribed  or permitted by insurance  regulatory
authorities.
 
                                       8
<PAGE>

    The  Association is comprised  of the five insurance  companies set forth in
the following table, which provides certain unaudited financial information with
respect to each of the five insurance companies comprising the Association.

 
                      MUNICIPAL BOND INSURANCE ASSOCIATION
      FIVE MEMBER COMPANIES ASSETS AND POLICYHOLDERS' SURPLUS (UNAUDITED)
                           AS OF SEPTEMBER 30, 1994.
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                                                   NEW YORK         NEW YORK         NEW YORK
                                                                                   STATUTORY        STATUTORY     POLICYHOLDERS
                                                                                    ASSETS         LIABILITIES       SURPLUS
                                                                                ---------------  ---------------  --------------
<S>                                                                             <C>              <C>              <C>
The AEtna Casualty & Surety Company...........................................  $    10,030,200  $     8,275,300   $  1,754,900
Fireman's Fund Insurance Company..............................................        6,815,775        4,904,534      1,911,241
The Travelers Indemnity Company...............................................       10,295,359        8,515,392      1,779,967
CIGNA Property and Casualty Company (formerly AEtna Insurance Company)........        5,112,251        4,842,235        270,016
The Continental Insurance Company.............................................        2,794,536        2,449,805        344,731
                                                                                ---------------  ---------------  --------------
        Total.................................................................  $    35,048,121  $    28,987,266   $  6,060,855
                                                                                ---------------  ---------------  --------------
                                                                                ---------------  ---------------  --------------
</TABLE>
 
    Insurance companies  are subject  to  extensive regulation  and  supervision
where  they  do  business  by state  insurance  commissioners  who  regulate the
standards of solvency which must be maintained, the nature of and limitations on
investments, reports of financial condition, and requirements regarding reserves
for unearned premiums, losses  and other matters. A  significant portion of  the
assets  of insurance companies are required by law to be held in reserve against
potential claims on policies and is not available to general creditors. Although
the federal  government does  not regulate  the business  of insurance,  federal
initiatives  including  pension  regulation,  controls  on  medical  care costs,
minimum standards for no-fault automobile insurance, national health  insurance,
tax  law changes affecting life insurance  companies and repeal of the antitrust
exemption for  the insurance  business can  significantly impact  the  insurance
business.
 
    The  above ratings are not  recommendations to buy, sell  or hold the Bonds,
and such ratings may  be subject to  revision or withdrawal at  any time by  the
rating  agencies. Any downward revision or  withdrawal of either or both ratings
may have an adverse effect on the market price of the Bonds. See the Information
Supplement--for further information concerning insurance.
 
    Because the insurance on the Bonds, if any, will be effective so long as the
Bonds are outstanding, such insurance will be taken into account in  determining
the  market value  of the  Bonds and therefore  some value  attributable to such
insurance will be included in the value of the Units of the Insured Trusts.  The
insurance  does not, however, guarantee the market  value of the Bonds or of the
Units.
 
HOW IS THE PUBLIC OFFERING PRICE DETERMINED?
 
The Public Offering Price of the Units  of each Trust is equal to the  Trustee's
determination  of the aggregate  OFFERING prices of  the Bonds deposited therein
(minus any  advancement  to the  principal  account of  the  Trust made  by  the
Trustee)  plus a sales charge set forth  in "Essential Information" in Part I of
this Prospectus, in  each case  adding to  the total  thereof cash  held by  the
Trust,  if  any,  and  dividing the  sum  so  obtained by  the  number  of Units
outstanding in the Trust.
 
    The sales charge applicable to quantity purchases is reduced on a  graduated
scale  for sales to any purchaser  of at least $50,000 or  500 Units and will be
applied on whichever basis is more  favorable to the purchaser. For purposes  of
calculating  the applicable  sales charge,  purchasers who  have indicated their
intent to purchase a specified amount of Units of any Trust described herein  in
the  primary or secondary offering period or units of any other series of Nuveen
Tax-Exempt Unit Trusts in the primary or secondary offering period by  executing
and delivering a letter of intent to the Sponsor, which letter of intent must be
in  a  form acceptable  to  the Sponsor  and shall  have  a maximum  duration of
thirteen months, will be eligible to receive a reduced sales charge according to
the following tables  based on  the amount  of intended  aggregate purchases  as
expressed  in the  letter of  intent. Due  to administrative  limitations and in
order to permit adequate tracking, the only secondary market purchases that will
be permitted to be  applied toward the intended  specified amount and that  will
receive the corresponding
 
                                       9
<PAGE>
reduced  sales charge  are those  Units that  are acquired  through or  from the
Sponsor. By establishing a letter of intent, a Unitholder agrees that the  first
purchase  of Units following the  execution of such letter  of intent will be at
least 5% of the  total amount of the  intended aggregate purchases expressed  in
such  Unitholder's letter of  intent. Further, through  the establishment of the
letter of intent, such Unitholder agrees that units representing 5% of the total
amount of the intended purchases will be  held in escrow by United States  Trust
Company  of New York pending completion of these purchases. All distributions on
units held in  escrow will be  credited to such  Unitholder's account. If  total
purchases prior to the expiration of the letter of intent period equal or exceed
the  amount specified  in a  Unitholder's letter  of intent,  the units  held in
escrow will be transferred to such Unitholder's account. If the total  purchases
are less than the amount specified, the Unitholder involved must pay the Sponsor
an  amount equal to the difference between  the amounts paid for these purchases
and the amounts which would have been  paid if the higher sales charge had  been
applied.  If such Unitholder does  not pay the additional  amount within 20 days
after  written  request   by  the   Sponsor  or   the  Unitholder's   securities
representative,  the Sponsor will instruct the  Trustee to redeem an appropriate
number of the  escrowed units to  meet the required  payment. By establishing  a
letter  of intent, a Unitholder irrevocably  appoints the Sponsor as attorney to
give instructions to redeem any or all of such Unitholder's escrowed units, with
full power  of substitution  in the  premises. A  Unitholder or  his  securities
representative must notify the Sponsor whenever such Unitholder makes a purchase
of Units that he wishes to be counted towards the intended amount. Sales charges
during the primary offering period are as follows:
<TABLE>
<CAPTION>
                                                                                     NATIONAL AND STATE      LONG INTERMEDIATE
                                                                                           TRUSTS                  TRUSTS
                                                                                   ----------------------  ----------------------
<S>                                                                                <C>          <C>        <C>          <C>
                                                                                     PERCENT     PERCENT     PERCENT     PERCENT
                                                                                       OF        OF NET        OF        OF NET
                                                                                    OFFERING     AMOUNT     OFFERING     AMOUNT
                                NUMBER OF UNITS*                                      PRICE     INVESTED      PRICE     INVESTED
- ---------------------------------------------------------------------------------  -----------  ---------  -----------  ---------
Less than 500....................................................................        4.90%      5.152%       4.25%      4.439%
500 but less than 1,000..........................................................        4.75       4.987        4.15       4.330
1,000 but less than 2,500........................................................        4.50       4.712        3.85       4.004
2,500 but less than 5,000........................................................        4.25       4.439        3.60       3.734
5,000 but less than 10,000.......................................................        3.50       3.627        3.35       3.466
10,000 but less than 25,000......................................................        3.00       3.093        3.00       3.093
25,000 but less than 50,000......................................................        2.50       2.564        2.50       2.564
50,000 or more...................................................................        2.00       2.041        2.00       2.041
 
<CAPTION>
 
                                                                                    INTERMEDIATE TRUSTS
                                                                                   ----------------------
<S>                                                                                <C>          <C>
                                                                                     PERCENT     PERCENT
                                                                                       OF        OF NET
                                                                                    OFFERING     AMOUNT
                                NUMBER OF UNITS*                                      PRICE     INVESTED
- ---------------------------------------------------------------------------------  -----------  ---------
Less than 500....................................................................        3.90%      4.058%
500 but less than 1,000..........................................................        3.70       3.842
1,000 but less than 2,500........................................................        3.50       3.627
2,500 but less than 5,000........................................................        3.25       3.359
5,000 but less than 10,000.......................................................        3.00       3.093
10,000 but less than 25,000......................................................        2.75       2.828
25,000 but less than 50,000......................................................        2.50       2.564
50,000 or more...................................................................        2.00       2.041
</TABLE>
<TABLE>
<CAPTION>
                                                                                     SHORT INTERMEDIATE
                                                                                           TRUSTS            SHORT TERM TRUSTS
                                                                                   ----------------------  ----------------------
<S>                                                                                <C>          <C>        <C>          <C>
                                                                                     PERCENT     PERCENT     PERCENT     PERCENT
                                                                                       OF        OF NET        OF        OF NET
                                                                                    OFFERING     AMOUNT     OFFERING     AMOUNT
                                NUMBER OF UNITS*                                      PRICE     INVESTED      PRICE     INVESTED
- ---------------------------------------------------------------------------------  -----------  ---------  -----------  ---------
Less than 500....................................................................        3.00%      3.093%       2.50%      2.564%
500 but less than 1,000..........................................................        2.80       2.881        2.30       2.354
1,000 but less than 2,500........................................................        2.60       2.670        2.10       2.145
2,500 but less than 5,000........................................................        2.35       2.407        1.85       1.885
5,000 but less than 10,000.......................................................        2.10       2.145        1.60       1.626
10,000 but less than 25,000......................................................        1.85       1.885        1.35       1.368
25,000 but less than 50,000......................................................        1.80       1.833        1.25       1.266
50,000 or more...................................................................        1.50       1.523        1.15       1.163
 
<CAPTION>
<S>                                                                                <C>          <C>
                                NUMBER OF UNITS*
- ---------------------------------------------------------------------------------
Less than 500....................................................................
500 but less than 1,000..........................................................
1,000 but less than 2,500........................................................
2,500 but less than 5,000........................................................
5,000 but less than 10,000.......................................................
10,000 but less than 25,000......................................................
25,000 but less than 50,000......................................................
50,000 or more...................................................................
</TABLE>
 
*Breakpoint  sales charges are computed both on  a dollar basis and on the basis
 of the number of Units purchased, using the equivalent of 500 Units to $50,000,
 2,500 Units to $250,000 etc., and will  be applied on that basis which is  more
 favorable to the purchaser.
 
    For  "secondary market"  sales the  Public Offering  Price per  Unit of each
Trust is determined by adding to the Trustee's determination of the BID price of
each Bond in the Trust  a sales charge determined  in accordance with the  table
set forth in the Information Supplement to this Prospectus and is based upon the
number of years remaining to the maturity of each such Bond, adjusting the total
to  reflect the amount of any cash held  in or advanced to the principal account
of the Trust and dividing the result by the number of Units then outstanding.
 
    Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than  20%
of the original principal amount of the Trust.
 
    At  all  times while  Units are  being  offered for  sale, the  Sponsor will
appraise or cause to  be appraised daily  the value of  the underlying Bonds  in
each  Trust as of 4:00 p.m. eastern time on each day on which the New York Stock
Exchange (the "Exchange") is normally open  and will adjust the Public  Offering
Price of the Units commensurate
 
                                       10
<PAGE>
with such appraisal. Such Public Offering Price will be effective for all orders
received  by a dealer  or the Sponsor at  or prior to 4:00  p.m. eastern time on
each such day. Orders received after that time, or on a day when the Exchange is
closed for  a  scheduled  holiday  or  weekend, will  be  held  until  the  next
determination of price.
 

    Accrued  interest from the preceding Record  Date to, but not including, the
settlement date of the transaction (three business days after purchase) will  be
added to the Public Offering Price to determine the purchase price of Units. See
"WHAT IS ACCRUED INTEREST?".

 
    The  graduated sales  charges set forth  in the  Information Supplement will
apply on all applicable purchases of Nuveen investment company securities on any
one day  by the  same purchaser  in the  amounts stated,  and for  this  purpose
purchases  of this  Series will be  aggregated with concurrent  purchases of any
other Series or of shares of any open-end management investment company of which
the Sponsor is principal underwriter and with respect to the purchase of which a
sales charge is imposed. Purchases  by or for the  account of an individual  and
his  or her  spouse and  children under 21  years of  age will  be aggregated to
determine the  applicable sales  charge. The  graduated sales  charges are  also
applicable  to a trustee  or other fiduciary purchasing  securities for a single
trust estate or single fiduciary account.  Units may be purchased at the  Public
Offering Price without a sales charge by officers or directors and by bona fide,
full-time  employees  of  Nuveen, Nuveen  Advisory  Corp.,  Nuveen Institutional
Advisory Corp.  and  The John  Nuveen  Company,  including in  each  case  these
individuals and their immediate family members (as defined above).
 
    Units  may be  purchased in  the primary or  secondary market  at the Public
Offering Price for  non-breakpoint purchases  minus the  concession the  Sponsor
typically  allows to brokers and dealers  for non-breakpoint purchases (see "HOW
UNITS OF  THE  TRUSTS ARE  DISTRIBUTED  TO THE  PUBLIC")  by (1)  investors  who
purchase  Units  through  registered  investment  advisers,  certified financial
planners and 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"  charge is imposed, (2) bank trust
departments investing  funds over  which they  exercise exclusive  discretionary
investment  authority and  that are  held in  a fiduciary,  agency, custodial or
similar capacity, (3) any person who for at least 90 days, has been an  officer,
director  or bona fide employee of any firm offering Units for sale to investors
or their  immediate family  members  (as defined  above)  and (4)  officers  and
directors  of  bank  holding companies  that  make Units  available  directly or
through  subsidiaries  or  bank  affiliates.  Notwithstanding  anything  to  the
contrary  in  this  Prospectus,  such investors,  bank  trust  departments, firm
employees and bank  holding company  officers and directors  who purchase  Units
through  this  program will  not receive  sales  charge reductions  for quantity
purchases.
 
    The initial or primary Public Offering Price  of the Units in each Trust  is
based upon a pro rata share of the OFFERING prices per Unit of the Bonds in such
Trust  plus the  applicable sales charge.  The secondary  market Public Offering
Price of each Trust is based upon a pro rata share of the BID prices per Unit of
the Bonds in such Trust plus the applicable sales charge. The OFFERING prices of
Bonds in a Trust may be expected to average between 1/2% to 2% more than the BID
prices of such  Bonds. The difference  between the bid  side evaluation and  the
offering side evaluation of the Bonds in each Trust on the business day prior to
the Date of Deposit is shown in the discussion of each Trust portfolio.
 
    Whether  or not Units are being offered for sale, the Sponsor will determine
the aggregate value of each Trust as of 4:00 p.m. eastern time: (i) on each June
30 or December 31 (or, if such date is not a business day, the last business day
prior thereto), (ii) on any day on  which a Unit is tendered for redemption  (or
the  next succeeding business day  if the date of  tender is a non-business day)
and (iii) at such other times as may be necessary. For this purpose, a "business
day" shall be any day on which  the Exchange is normally open. (See "UNIT  VALUE
AND EVALUATION.")
 
MARKET FOR UNITS
 
During  the  initial public  offering period,  the Sponsor  intends to  offer to
purchase Units of each  Trust at a  price equivalent to the  pro rata share  per
Unit  of the OFFERING prices of the Bonds in such Trust (plus accrued interest).
Afterward, although  it  is not  obligated  to do  so,  the Sponsor  intends  to
maintain  a secondary  market for  Units of  each Trust  at its  own expense and
continuously to offer  to purchase  Units of each  Trust at  prices, subject  to
change  at  any time,  which  are based  upon  the BID  prices  of Bonds  in the
respective portfolios of the Trusts. UNITHOLDERS
 
                                       11
<PAGE>
WHO WISH TO DISPOSE OF THEIR UNITS SHOULD INQUIRE OF THE TRUSTEE OR THEIR BROKER
AS TO THE  CURRENT REDEMPTION  PRICE. (See "HOW  UNITS MAY  BE REDEEMED  WITHOUT
CHARGE.")  In connection with its secondary marketmaking activities, the Sponsor
may from time to time enter into secondary market joint account agreements  with
other  brokers  and dealers.  Pursuant  to such  an  agreement the  Sponsor will
purchase Units from the  broker or dealer  at the bid price  and will place  the
Units  into a joint account managed by  the Sponsor; sales from the account will
be made in accordance with the then  current prospectus and the Sponsor and  the
broker  or  dealer  will  share  profits and  losses  in  the  joint  account in
accordance with the terms of their joint account agreement.
 
    Certificates, if any, for Units are  delivered to the purchaser as  promptly
after the date of settlement (three business days after purchase) as the Trustee
can  complete  the mechanics  of registration,  normally  within 48  hours after
registration instructions are received. Purchasers of Units to whom Certificates
are issued will be unable  to exercise any right  of redemption until they  have
received  their Certificates as tender of the Certificate, properly endorsed for
transfer. (See "HOW UNITS MAY BE REDEEMED WITHOUT CHARGE?")
 
WHAT IS ACCRUED INTEREST?
 
Accrued interest is the accumulation of unpaid interest on a bond from the  last
day  on which  interest thereon  was paid.  Interest on  Bonds in  each Trust is
accounted for daily on an accrual basis. For this reason, the purchase price  of
Units  of a Trust will  include not only the Public  Offering Price but also the
proportionate share  of accrued  interest  to the  date of  settlement.  Accrued
interest  does not  include accrual  of original  issue discount  on zero coupon
bonds, Stripped Obligations  or other  original issue  discount bonds.  Interest
accrues  to the  benefit of Unitholders  commencing with the  settlement date of
their purchase transaction.
 
    In an effort to reduce the  amount of accrued interest that investors  would
have  to pay in addition to the Public Offering Price, the Trustee has agreed to
advance to each Trust the amount of accrued interest due on the Bonds as of  the
Date  of Deposit (which has been designated  the first Record Date for all plans
of distribution).  This accrued  interest will  be paid  to the  Sponsor as  the
holder  of record of all Units on  the Date of Deposit. Consequently, the amount
of accrued interest  to be  added to  the Public  Offering Price  of Units  will
include  only accrued interest from  the Date of Deposit  to, but not including,
the date of  settlement of  the investor's  purchase (five  business days  after
purchase), less any distributions from the related Interest Account. The Trustee
will  recover its  advancements (without interest  or other cost  to the Trusts)
from interest received on the Bonds deposited in each Trust.
 
    The Trustee has no  cash for distribution to  Unitholders until it  receives
interest  payments on the Bonds in the  Trusts. Since municipal bond interest is
accrued daily but  paid only  semi-annually, during  the initial  months of  the
Trusts,  the Interest Accounts,  consisting of accrued  but uncollected interest
and collected interest  (cash), will  be predominantly  the uncollected  accrued
interest that is not available for distribution. However, due to advances by the
Trustee,  the Trustee will provide a first distribution between approximately 30
and 60 days after the Date of Deposit. Assuming each Trust retains its  original
size  and composition  and expenses  and fees  remain the  same, annual interest
collected and distributed  will approximate  the estimated  Net Annual  Interest
Income  stated herein. However, the  amount of accrued interest  at any point in
time will  be  greater than  the  amount that  the  Trustee will  have  actually
received and distributed to the Unitholders. Therefore, there will always remain
an  item of  accrued interest  that is  included in  the Purchase  Price and the
redemption price of the Units.
 
    Interest is accounted  for daily and  a proportionate share  of accrued  and
undistributed  interest computed from the preceding  Record Date is added to the
daily valuation of each Unit of each  Trust. (See Part I of this Prospectus  and
"WHEN  ARE DISTRIBUTIONS MADE TO UNITHOLDERS?") As Bonds mature, or are redeemed
or sold,  the  accrued  interest  applicable to  such  bonds  is  collected  and
subsequently distributed to Unitholders. Unitholders who sell or redeem all or a
portion  of their Units will be paid  their proportionate share of the remaining
accrued interest to,  but not including,  the third business  day following  the
date of sale or tender.
 
WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?
 
The  Estimated Long Term Return for each Trust is a measure of the return to the
investor earned over the  estimated life of the  Trust. The Estimated Long  Term
Return represents an average of the yields to maturity (or call) of the Bonds in
the  Trust's portfolio calculated in accordance  with accepted bond practice and
adjusted to reflect expenses  and sales charges.  Under accepted bond  practice,
tax-exempt  bonds are customarily offered to investors on a "yield price" basis,
which involves  computation of  yield to  maturity or  to an  earlier call  date
(whichever  produces the lower yield), and which takes into account not only the
interest payable on the bonds but
 
                                       12
<PAGE>
also the amortization or accretion  to a specified date  of any premium over  or
discount  from  the  par  (maturity)  value in  the  bond's  purchase  price. In
calculating Estimated  Long  Term Return,  the  average yield  for  the  Trust's
portfolio  is derived by weighting each Bond's  yield by the market value of the
Bond and by  the amount  of time  remaining to  the date  to which  the Bond  is
priced.  Once  the average  portfolio  yield is  computed,  this figure  is then
reduced to reflect estimated expenses and the effect of the maximum sales charge
paid by investors. The Estimated Long Term Return calculation does not take into
account the effect  of a first  distribution which  may be less  than a  regular
distribution  or  may  be  paid  at  some  point  after  30  days  (or  a second
distribution which may be  less than a normal  distribution for Unitholders  who
choose  quarterly or  semi-annual plans of  distribution), and it  also does not
take into account the difference in timing of payments to Unitholders who choose
quarterly or semi-annual plans  of distribution, each of  which will reduce  the
return.
 
    Estimated  Current Return  is computed by  dividing the  Net Annual Interest
Income per Unit by the Public Offering Price. In contrast to Estimated Long Term
Return, Estimated Current Return does not reflect the amortization of premium or
accretion of discount, if any, on the Bonds in the Trust's portfolio. Net Annual
Interest Income per Unit is calculated by dividing the annual interest income to
the Trust, less estimated expenses, by the number of Units outstanding.
 
    Net Annual Interest  Income per  Unit, used to  calculate Estimated  Current
Return,  will vary  with changes  in fees  and expenses  of the  Trustee and the
Evaluator and  with the  redemption,  maturity, exchange  or  sale of  Bonds.  A
Unitholder's  actual return may vary  significantly from the Estimated Long-Term
Return, based  on their  holding  period, market  interest rate  changes,  other
factors  affecting  the  prices  of  individual  bonds  in  the  portfolio,  and
differences between  the expected  remaining  life of  portfolio bonds  and  the
actual length of time that they remain in the Trust; such actual holding periods
may  be reduced  by termination  of the  Trust, as  described in  "AMENDMENT AND
TERMINATION OF  INDENTURE." Since  both  the Estimated  Current Return  and  the
Estimated  Long Term Return quoted  herein are based on  the market value of the
underlying Bonds on the  business day prior to  the Date of Deposit,  subsequent
calculations  of these performance measures will reflect the then current market
value of the  underlying Bonds  and may  be higher  or lower.  The Sponsor  will
provide  estimated cash flow  information relating to a  Trust without charge to
each potential investor  in a Trust  who receives this  prospectus and makes  an
oral or written request to the Sponsor for such information.
 
    A  portion of the  monies received by a  Trust may be  treated, in the first
year only, as a return of principal due to the inclusion in the Trust  portfolio
of  "when-issued"  or  other  Bonds  having delivery  dates  after  the  date of
settlement for purchases  made on  the Date of  Deposit. A  consequence of  this
treatment  is that in the computation of  Estimated Current Return for the first
year, such monies are excluded from Net Annual Interest Income and treated as an
adjustment to the Public Offering Price. (See "Essential Information"  appearing
in  Part I  of this  Prospectus, "COMPOSITION  OF TRUSTS"  and "WHAT  IS THE TAX
STATUS OF UNITHOLDERS?")
 
    A comparison of  tax-free and equivalent  taxable estimated current  returns
with  the returns on various  taxable investments is one  element to consider in
making an  investment  decision.  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 Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds,  bank
CD's  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 CD's 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 the Prospectus.
 
HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF DEPOSIT?
 
The prices at which the Bonds deposited in the Trusts would have been offered to
the  public on the business day prior to  the Date of Deposit were determined by
the Trustee on the basis  of an evaluation of such  Bonds prepared by Kenny  S&P
Evaluation  Services, a  division of  J. J.  Kenny Co.,  Inc., a  firm regularly
engaged in the business of  evaluating, quoting or appraising comparable  bonds.
With respect to Bonds in Insured Trusts and insured Bonds in Traditional Trusts,
Kenny  S&P Evaluation Services, a  division of J. J.  Kenny Co., Inc., evaluated
the Bonds as so insured. (See "WHY AND HOW ARE THE BONDS INSURED?")
 
                                       13
<PAGE>
    The amount by which  the Trustee's determination of  the OFFERING PRICES  of
the  Bonds deposited  in the Trusts  was greater or  less than the  cost of such
Bonds to  the  Sponsor was  PROFIT  OR LOSS  to  the Sponsor  exclusive  of  any
underwriting  profit.  (See Part  I of  this Prospectus.)  The Sponsor  also may
realize FURTHER PROFIT OR  SUSTAIN FURTHER LOSS as  a result of fluctuations  in
the  Public Offering  Price of the  Units. Cash,  if any, made  available to the
Sponsor prior to the settlement  date for a purchase of  Units, or prior to  the
acquisition  of all Portfolio securities by a Trust, may be available for use in
the Sponsor's business, and may be of benefit to the Sponsor.
 
WHAT IS THE TAX STATUS OF UNITHOLDERS?
 
At the  respective times  of issuance  of  the Bonds  opinions relating  to  the
validity  thereof and to  the exemption of interest  thereon from Federal income
tax were rendered  by bond  counsel to  the respective  issuing authorities.  In
addition,  with respect to  State Trusts, where applicable,  bond counsel to the
issuing authorities rendered opinions  as to the exemption  of interest on  such
Bonds,  when held by residents  of the state in which  the issuers of such Bonds
are located, from state income taxes and certain state or local intangibles  and
local  income taxes. For a discussion of the tax status of State Trusts see Part
I of this Prospectus. Neither the Sponsor nor its counsel have made any  special
review  for the Trusts of the proceedings  relating to the issuance of the Bonds
or of the basis for the opinions rendered in connection therewith.
 
    Taxpayers  must  disclose  on  their  Federal  tax  returns  the  amount  of
tax-exempt  interest  earned  during  the  year.  Federally  tax-exempt  income,
including income on  Units of the  Trusts, will be  taken into consideration  in
computing the portion, if any, of social security benefits received that will be
included in a taxpayer's gross income subject to the Federal income tax.
 
    Gain  realized on the sale or redemption of the Bonds by the Trustee or of a
Unit by  a Unitholder  is includable  in  gross income  for Federal  income  tax
purposes,  and may be includable  in gross income for  state tax purposes. (Such
gain does not  include any amounts  received in respect  of accrued interest  or
accrued  original issue discount, if any.) A  portion of a Unitholder's gain, to
the extent of accreted market discount, may be treated as ordinary income rather
than capital gain if the Bonds were purchased by a Trust at a market discount or
if the Unitholder purchased his  or her Units at a  market discount on or  after
April  30, 1993. Market discount can arise based on the price the Trust pays for
the Bonds or the price a Unitholder pays for his or her Units.
 
    In the opinion of Chapman and Cutler, Counsel to the Sponsor, under existing
law:
 
    (1) the Trusts  are not  associations taxable  as corporations  for  Federal
        income  tax purposes. Tax-exempt interest received by each of the Trusts
        on  Bonds  deposited  therein  will  retain  its  status  as  tax-exempt
        interest,  for Federal income tax purposes,  when received by the Trusts
        and when distributed  to the  Unitholders, except  that the  alternative
        minimum  tax and environmental  tax (the "Superfund  Tax") applicable to
        corporate Unitholders  may, in  certain  circumstances, include  in  the
        amount  on which  such taxes  are calculated  a portion  of the interest
        income received by  the Trust.  See "CERTAIN TAX  MATTERS APPLICABLE  TO
        CORPORATE UNITHOLDERS", below;
 
    (2) each  Unitholder of a Trust is considered to  be the owner of a pro rata
        portion of such Trust under Subpart E, subchapter J of Chapter 1 of  the
        Internal Revenue Code of 1986 (the "Code") and will have a taxable event
        when  the Trust  disposes of  a Bond or  when the  Unitholder redeems or
        sells Units. Unitholders must  reduce the tax basis  of their Units  for
        their  share of accrued interest received by the Trust, if any, on Bonds
        delivered after  the  date the  Unitholders  pay for  their  Units  and,
        consequently,  such Unitholders may have an  increase in taxable gain or
        reduction in capital loss  upon the disposition of  such Units. Gain  or
        loss  upon the sale or redemption of  Units is measured by comparing the
        proceeds of  such sale  or redemption  with the  adjusted basis  of  the
        Units.  If the  Trustee disposes of  Bonds (whether by  sale, payment at
        maturity, redemption or otherwise),  gain or loss  is recognized to  the
        Unitholder. The amount of any such gain or loss is measured by comparing
        the  Unitholder's  pro  rata  share  of  the  total  proceeds  from such
        disposition with  the  Unitholder's  basis for  his  or  her  fractional
        interest  in the  asset disposed  of. In  the case  of a  Unitholder who
        purchases Units, such basis (before adjustment for earned original issue
        discount  and  amortized  bond  premium,   if  any)  is  determined   by
        apportioning  the  cost of  the  Units among  each  of the  Trust assets
        ratably according to value as of  the date of acquisition of the  Units.
        The tax cost
 
                                       14
<PAGE>
        reduction  requirements of  said Code  relating to  amortization of bond
        premium  may,  under  some  circumstances,  result  in  the   Unitholder
        realizing  a taxable gain when his or her Units are sold or redeemed for
        an amount equal to their original cost; and
 
    (3) any amounts paid on defaulted Bonds  held by the Trustee under  policies
        of  insurance issued with respect to  such Bonds will be excludable from
        Federal gross income if, and to the same extent as, such interest  would
        have  been so excludable if paid by the respective issuer provided that,
        at the  time such  policies are  purchased, the  amounts paid  for  such
        policies  are reasonable,  customary and consistent  with the reasonable
        expectation that the issuer of the bonds, rather than the insurer,  will
        pay  debt  service  on  the  bonds. Paragraph  (2)  of  this  opinion is
        accordingly  applicable   to  policy   proceeds  representing   maturing
        interest.
 
In the opinion of Carter, Ledyard & Milburn, counsel to the Trustee, and, in the
absence  of a New York Trust from the Series, special counsel for the Series for
New York tax matters, under existing law:
 
        Under the income tax laws of the State and City of New York, each  Trust
    is  not an association taxable as a corporation and the income of each Trust
    will be treated as the income of the Unitholders.
 
    For a summary  of each opinion  of special counsel  to the respective  State
Trusts for state tax matters, see Part I of this Prospectus.
 
    ALL STATEMENTS IN THE PROSPECTUS CONCERNING EXEMPTION FROM FEDERAL, STATE OR
OTHER TAXES ARE THE OPINION OF COUNSEL AND ARE TO BE SO CONSTRUED.
 
    The  redemption of Units in a Trust by  a Unitholder would result in each of
the remaining Unitholders of said Trust owning a greater proportionate  interest
in  the remaining assets of  said Trust. Although present  law does not directly
address this matter, it  would appear reasonable  that a remaining  Unitholder's
tax  basis in his  Units would include  his proportionate share  of any proceeds
received by the Trust on the sale of bonds which were not distributed to him but
were instead used by  the Trust to redeem  Units and that his  tax basis in  the
remaining  assets of the Trust  would accordingly be increased  by such share of
proceeds, based on the relative fair market value of the remaining assets of the
Trust as of the date of such redemption.
 
    Sections 1288 and 1272 of the Code provide a complex set of rules  governing
the  accrual of original issue discount. These rules provide that original issue
discount accrues either  on the basis  of a constant  compound interest rate  or
ratably over the term of the Bond, depending on the date the Bond was issued. In
addition,  special  rules apply  if the  purchase  price of  a Bond  exceeds the
original issue price plus the amount of original issue discount which would have
previously accrued based upon its issue price (its "adjusted issue price").  The
application  of these rules will also vary depending on the value of the Bond on
the date a Unitholder acquires his Units, and the price the Unitholder pays  for
his  Units. The  accrual of  tax-exempt original  issue discount  on zero coupon
bonds and other original issue discount bonds will result in an increase in  the
Unitholder's  basis in  such obligations and,  accordingly, in his  basis in his
Units.
 
    The Tax Act subjects  tax-exempt bonds to the  market discount rules of  the
Code  effective for  bonds purchased  after April  30, 1993.  In general, market
discount is the amount (if any) by which the stated redemption price at maturity
exceeds an investor's purchase price (except to the extent that such difference,
if any, is attributable to original  issue discount not yet accrued). Under  the
Tax Act, accretion of market discount is taxable as ORDINARY INCOME; under prior
law,  the  accretion had  been  treated as  capital  gain. Market  discount that
accretes while the Trust holds a Bond would be recognized as ordinary income  by
the  Unitholders when principal payments are received  on the Bond, upon sale or
at redemption (including early  redemption), or upon the  sale or redemption  of
his  or her  Units, unless  a Unitholder  elects to  include market  discount in
taxable income  as  it  accrues.  The market  discount  rules  are  complex  and
Unitholders  should consult their  tax advisors regarding  these rules and their
application.
 
    The Internal Revenue Code provides that interest on indebtedness incurred or
continued to purchase  or carry  obligations, the  interest on  which is  wholly
exempt  from Federal income taxes, is not deductible. Because each Unitholder is
treated for Federal income tax purposes as the owner of a pro rata share of  the
Bonds owned by the applicable Trust, interest on borrowed funds used to purchase
or  carry Units  of such  Trust will  not be  deductible for  Federal income tax
purposes. Under rules used by the Internal Revenue Service for determining  when
borrowed  funds are  considered used for  the purpose of  purchasing or carrying
particular assets, the purchase of
 
                                       15
<PAGE>
Units may be considered to  have been made with  borrowed funds even though  the
borrowed  funds are  not directly traceable  to the purchase  of Units (however,
these rules generally do not apply to interest paid on indebtedness incurred  to
purchase   or  improve  a  personal  residence).  Similar  rules  are  generally
applicable for state tax  purposes. Special rules apply  in the case of  certain
financial  institutions that  acquire Units. Investors  with questions regarding
these issues should consult with their tax advisers.
 
    In general,  each  issue  of bonds  in  the  Trusts is  subject  to  certain
post-issuance  requirements which must be  met in order for  the interest on the
Bonds to be and remain exempt from Federal income taxation. Bond counsel to each
issuer generally has opined that, assuming continuing compliance by such issuers
with certain covenants, interest on such  Bonds will continue to be exempt  from
Federal income taxation (other than with respect to the application to corporate
Unitholders  of the alternative  minimum tax or the  Superfund Tax, as discussed
below).
 
    For purposes of computing  the alternative minimum  tax for individuals  and
corporations, interest on certain specified tax-exempt private activity bonds is
included as a preference item. The Trusts do not include any such bonds.
 
    For  taxpayers  other than  corporations,  net capital  gains  are presently
subject to a maximum tax  rate of 28 percent. However,  it should be noted  that
legislative proposals are introduced from time to time that affect tax rates and
could affect relative differences at which ordinary income and capital gains are
taxed.
 
    CERTAIN  TAX MATTERS  APPLICABLE TO  CORPORATE UNITHOLDERS.  In the  case of
certain corporations, the alternative minimum  tax and the Superfund Tax  depend
upon the corporation's alternative minimum taxable income ("AMTI"), which is the
corporation's  taxable income  with certain  adjustments. One  of the adjustment
items used in computing AMTI and the Superfund Tax of a corporation (other  than
an S corporation, Regulated Investment Company, Real Estate Investment Trust, or
REMIC)  is an amount equal to 75%  of the excess of such corporation's "adjusted
current earnings" over an amount equal to its AMTI (before such adjustment  item
and  the  alternative tax  net  operation loss  deduction).  Although tax-exempt
interest received by each of the Trusts  on Bonds deposited therein will not  be
included  in the gross  income of corporations for  Federal income tax purposes,
"adjusted current earnings" includes all tax-exempt interest, including interest
on all Bonds in the Trust and tax-exempt original issue discount.
 
    Corporate Unitholders  are urged  to  consult their  own tax  advisers  with
respect  to the particular tax consequences  to them resulting under the Federal
tax law, including the corporate alternative minimum tax, the Superfund Tax  and
the branch profits tax imposed by Section 884 of the Code.
 
    EXCEPT  AS NOTED ABOVE  AND IN PART  I OF THIS  PROSPECTUS, THE EXEMPTION OF
INTEREST ON STATE AND LOCAL OBLIGATIONS FOR FEDERAL INCOME TAX PURPOSES DOES NOT
NECESSARILY RESULT IN EXEMPTION UNDER THE INCOME OR OTHER TAX LAWS OF ANY  STATE
OR  CITY. THE LAWS  OF THE SEVERAL STATES  VARY WITH RESPECT  TO THE TAXATION OF
SUCH OBLIGATIONS.
 
WHAT ARE NORMAL TRUST OPERATING EXPENSES?
 
No annual advisory fee is charged the  Trusts by the Sponsor. The Sponsor  does,
however, receive a fee as set forth in "Essential Information" in Part I of this
Prospectus  for regularly evaluating the  Bonds and for maintaining surveillance
over the portfolio. (See "UNIT VALUE AND EVALUATION.")
 
    The Trustee receives for ordinary recurring services an annual fee for  each
plan  of distribution  for each  Trust as  set forth  in "Essential Information"
appearing in Part I of this Prospectus. Each annual fee is per $1,000  principal
amount  of the underlying  Bonds in a Trust  for that portion  of the Trust that
represents  a  particular  plan  of  distribution.  The  Trustee's  fee  may  be
periodically  adjusted in response to  fluctuations in short-term interest rates
(reflecting the  cost to  the Trustee  of advancing  funds to  a Trust  to  meet
scheduled  distributions) and  may be  further adjusted  in accordance  with the
cumulative percentage  increase  of  the United  States  Department  of  Labor's
Consumer  Price Index entitled "All Services  Less Rent" since the establishment
of the Trusts.  The Trustee  has the use  of funds,  if any, being  held in  the
Interest  and Principal Accounts of each Trust for future distributions, payment
of  expenses  and  redemptions.  These  Accounts  are  non-interest  bearing  to
Unitholders.  Pursuant to normal  banking procedures, the  Trustee benefits from
the use  of funds  held therein.  Part  of the  Trustee's compensation  for  its
services to the Fund is expected to result from such use of these funds.
 
    Premiums  for the policies  of insurance obtained  by the Sponsor  or by the
Bond issuers with respect to the Bonds in the Insured Trusts and with respect to
insured  Bonds  in  Traditional  Trusts  have   been  paid  in  full  prior   to
 
                                       16
<PAGE>
the deposit of the Bonds in the Trusts, and the value of such insurance has been
included  in the evaluation  of the Bonds  in each Trust  and accordingly in the
Public Offering Price  of Units of  each Trust. There  are no annual  continuing
premiums for such insurance.
 
    The Sponsor has borne all costs of creating and establishing the Trusts. The
following  are expenses  of the  Trusts and,  when paid  by or  are owed  to the
Trustee, are secured by  a lien on the  assets of the Trust  or Trusts to  which
such expenses are allocable: (1) the expenses and costs of any action undertaken
by  the  Trustee to  protect  the Trusts  and the  rights  and interests  of the
Unitholders; (2) all taxes and other governmental charges upon the Bonds or  any
part of the Trusts (no such taxes or charges are being levied or made or, to the
knowledge  of the Sponsor, contemplated); (3)  amounts payable to the Trustee as
fees  for  ordinary  recurring  services  and  for  extraordinary  non-recurring
services  rendered  pursuant to  the Indenture,  all disbursements  and expenses
including counsel fees  (including fees of  bond counsel which  the Trustee  may
retain)  sustained or incurred  by the Trustee in  connection therewith; and (4)
any losses or liabilities accruing to the Trustee without negligence, bad  faith
or  willful misconduct on  its part. The  Trustee is empowered  to sell Bonds in
order to  pay  these  amounts  if  funds are  not  otherwise  available  in  the
applicable Interest and Principal Accounts.
 
    The  Indenture requires each Trust  to be audited on  an annual basis at the
expense of the Trust by independent public accountants selected by the  Sponsor.
The  Trustee  shall not  be  required, however,  to cause  such  an audit  to be
performed if its cost to a Trust shall exceed $.05 per Unit on an annual  basis.
Unitholders  of a  Trust covered by  an audit may  obtain a copy  of the audited
financial statements upon request.
 
WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?
 
Interest received by the Trustee on the Bonds in each Trust, including that part
of the proceeds of  any disposition of Bonds  which represents accrued  interest
and  including  any insurance  proceeds representing  interest due  on defaulted
Bonds, shall be credited to the "Interest  Account" of such Trust and all  other
moneys  received by the Trustee shall be  credited to the "Principal Account" of
such Trust.
 
    The pro rata share of  cash in the Principal Account  in each Trust will  be
computed as of each semi-annual Record Date and distributions to the Unitholders
as of such Record Date will be made on or shortly after the fifteenth day of the
month. Proceeds received from the disposition, including sale, call or maturity,
of  any of the Bonds and all amounts  paid with respect to zero coupon bonds and
Stripped Obligations will be  held in the Principal  Account and either used  to
pay  for Units  redeemed or distributed  on the Distribution  Date following the
next semi-annual Record Date. The Trustee is not required to make a distribution
from the  Principal  Account  of  any Trust  unless  the  amount  available  for
distribution in such account equals at least ten cents per Unit.
 
    The pro rata share of the Interest Account in each Trust will be computed by
the  Trustee each month as of each Record Date and distributions will be made on
or shortly after the fifteenth day of the month to Unitholders of such Trust  as
of the Record Date who are entitled to distributions at that time under the plan
of  distribution chosen. Persons who purchase Units  between a Record Date and a
Distribution Date will receive their first distribution on the Distribution Date
following the next Record Date under the applicable plan of distribution.
 
    Purchasers of  Units  who desire  to  receive interest  distributions  on  a
monthly or quarterly basis may elect to do so at the time of purchase during the
initial  public offering  period. Those indicating  no choice will  be deemed to
have chosen the  semi-annual distribution  plan. All  Unitholders, however,  who
purchase  Units during the initial  public offering period and  who hold them of
record on the first Record Date will receive the first distribution of interest.
Thereafter, Record Dates for monthly distributions will be the first day of each
month; Record  Dates  for quarterly  distributions  will  be the  first  day  of
February,   May,  August  and   November;  and  Record   Dates  for  semi-annual
distributions will be  the first day  of May and  November. See Part  I of  this
Prospectus for details of distributions per Unit of each Trust under the various
plans  based upon estimated Net  Annual Interest Income at  the Date of Deposit.
The amount of  the regular distributions  will generally change  when Bonds  are
redeemed, mature or are sold or when fees and expenses increase or decrease. For
the  purpose of minimizing  fluctuations in the  distributions from the Interest
Account of a Trust, the Trustee is authorized to advance such amounts as may  be
necessary  to provide for interest distributions of approximately equal amounts.
The Trustee shall be  reimbursed, without interest, for  any such advances  from
funds  in  the Interest  Account of  such  Trust. The  Trustee's fee  takes into
account the costs  attributable to  the outlay of  capital needed  to make  such
advances.
 
                                       17
<PAGE>
    The  plan of  distribution selected  by a  Unitholder will  remain in effect
until changed.  Unitholders  purchasing  Units  in  the  secondary  market  will
initially  receive distributions  in accordance with  the election  of the prior
owner. Unitholders desiring to  change their plan of  distribution may do so  by
sending   a   written  notice   requesting   the  change,   together   with  any
Certificate(s), to  the  Trustee. The  notice  and any  Certificate(s)  must  be
received  by  the Trustee  not  later than  the  semi-annual Record  Date  to be
effective  as  of   the  semi-annual  distribution   following  the   subsequent
semi-annual  Record Date.  Unitholders are  requested to  make any  such changes
within 45 days prior to the applicable Record Date. Certificates should only  be
sent  by registered or certified mail to minimize the possibility of their being
lost or stolen. (See "OWNERSHIP AND TRANSFER OF UNITS.")
 
    As of the first day of each month the Trustee will deduct from the  Interest
Account  of a Trust or, to the extent funds are not sufficient therein, from the
Principal Account of  a Trust, amounts  needed for payment  of expenses of  such
Trust.  The Trustee also may withdraw from said accounts such amount, if any, as
it deems necessary to establish a  reserve for any governmental charges  payable
out  of such Trust. Amounts  so withdrawn shall not be  considered a part of the
Trust's assets until such time  as the Trustee shall return  all or any part  of
such amounts to the appropriate account. In addition, the Trustee shall withdraw
from  the Interest Account and the Principal  Account of a Trust such amounts as
may be necessary to  cover redemptions of  Units of such  Trust by the  Trustee.
Funds  which are available for future  distributions, redemptions and payment of
expenses are held in accounts which are non-interest bearing to Unitholders  and
are available for use by the Trustee pursuant to normal banking procedures.
 
ACCUMULATION PLAN
 
The  Sponsor  is  also  the  principal  underwriter  of  the  Accumulation Funds
described  in  the  following  table.  Each  of  these  funds  is  an  open-end,
diversified  management investment company into  which Unitholders may choose to
reinvest  Trust   distributions  automatically,   without  any   sales   charge.
(Reinvestment  generally is available  only to Unitholders  who are residents of
the states for which such portfolios  are named.) Unitholders may reinvest  both
interest  and  principal  distributions or  principal  distributions  only. Each
Accumulation Fund has  investment objectives  which differ  in certain  respects
from  those  of the  Trusts  and may  invest in  securities  which would  not be
eligible for deposit in the Trusts. The investment adviser to each  Accumulation
Fund  is Nuveen Advisory Corp., a wholly-owned  subsidiary of the Sponsor. For a
more detailed description,  Unitholders of  each Accumulation  Fund should  read
carefully  the prospectus of the Accumulation Fund in which they are interested.
For additional information concerning the Accumulation Plan see the  Information
Supplement of this Prospectus.
 

<TABLE>
<CAPTION>
                      ACCUMULATION FUND                                            GENERAL FUND DESCRIPTION
- --------------------------------------------------------------  --------------------------------------------------------------
<S>                                                             <C>
The Bond Fund                                                   Tax-exempt   income  by   investing  in   long-term  municipal
                                                                securities.
 
Tax-Free Reserves and The Money Market Fund:
Nuveen Massachusetts  Tax-Free Money  Market Fund  Nuveen  New  Tax-exempt  and in certain cases double and triple tax- exempt
York Tax-Free Money Market Fund                                 "money market" funds with checkwriting privileges.
 
The California Fund:
The Nuveen California Tax-Free Value Fund                       Double tax-exempt income by investing in long-term  investment
                                                                grade California tax-exempt securities.
The Nuveen California Insured tax-Free Value Fund               Double  tax-exempt income  by investing  in insured California
                                                                tax-exempt securities.
The Nuveen California Tax-Free Money Market Fund                California tax-exempt  "money market"  fund with  checkwriting
                                                                privileges.
 
The Tax-Free Bond Fund and the Multistate Trust:
</TABLE>

 
                                       18
<PAGE>

<TABLE>
<S>                                                             <C>
Nuveen  Massachusetts  Tax-Free  Value Fund,  Nuveen  New York  Double and  in  certain  cases  triple  tax-exempt  income  by
Tax-Free  Value Fund, Nuveen Ohio  Tax-Free Value Fund, Nuveen  investing in tax-exempt securities in the state for which  the
New  Jersey Tax-Free Value Fund, Nuveen Arizona Tax-Free Value  portfolio is named.
Fund, Nuveen  Florida  Tax-Free Value  Fund,  Nuveen  Maryland
Tax-Free  Value  Fund,  Nuveen Michigan  Tax-Free  Value Fund,
Nuveen New  Jersey Tax-Free  Value Fund,  Nuveen  Pennsylvania
Tax-Free Value Fund and Nuveen Virginia Tax-Free Value Fund
 
The Insured Bond Fund:
Nuveen  Insured  Municipal  Bond  Fund,  Nuveen  Massachusetts  Tax-exempt and in certain cases double and triple tax-  exempt
Insured  Tax-Free Value Fund  and the Nuveen  New York Insured  funds investing in insured tax-exempt securities in the  state
Tax-Free Value Fund.                                            for which the portfolio is named.
</TABLE>

 
Shareholder  Services, Inc.  will mail to  each participant  in the Accumulation
Plan a quarterly  statement containing  a record of  all transactions  involving
purchases of Accumulation Fund shares (or fractions thereof) with Trust interest
distributions or as a result of reinvestment of Accumulation Fund dividends. Any
distribution  of principal used to purchase  shares of an Accumulation Fund will
be separately  confirmed by  Shareholder Services,  Inc. Unitholders  will  also
receive   distribution  statements  from  the   Trustee  detailing  the  amounts
transferred to their Accumulation Fund accounts.
 
Participants may at any time, by so  notifying the Trustee in writing, elect  to
change   the  Accumulation  Fund  into   which  their  distributions  are  being
reinvested, to change from principal  only reinvestment to reinvestment of  both
principal and interest or vice versa, or to terminate their participation in the
Accumulation  Plan altogether and receive future distributions on their Units in
cash. There will be no  charge or other penalty for  such change of election  or
termination.  The character of Trust distributions  for income tax purposes will
remain unchanged even if they are reinvested in an Accumulation Fund.
 
HOW DETAILED ARE REPORTS TO UNITHOLDERS?
 
The Trustee  shall  furnish Unitholders  of  a  Trust in  connection  with  each
distribution,  a statement of the amount of  interest and, if any, the amount of
other receipts (received  since the preceding  distribution) being  distributed,
expressed  in each case  as a dollar  amount representing the  pro rata share of
each Unit of a Trust outstanding and a year to date summary of all distributions
paid on said Units.  Within a reasonable  period of time after  the end of  each
calendar  year, the Trustee shall furnish to  each person who at any time during
the calendar  year was  a registered  Unitholder  of a  Trust a  statement  with
respect  to  such  Trust  (i)  as to  the  Interest  Account:  interest received
(including amounts  representing  interest  received  upon  any  disposition  of
Bonds),  and, except  for any  State Trust, the  percentage of  such interest by
states in which the issuers  of the Bonds are  located, deductions for fees  and
expenses of such Trust, redemption of Units and the balance remaining after such
distributions  and deductions,  expressed in  each case  both as  a total dollar
amount and as  a dollar  amount representing  the pro  rata share  of each  Unit
outstanding  on the  last business  day of  such calendar  year; (ii)  as to the
Principal Account: the dates  of disposition of any  Bonds and the net  proceeds
received  therefrom (excluding  any portion representing  accrued interest), the
amount paid for purchase of Replacement  Bonds, the amount paid upon  redemption
of  Units, deductions for payment  of applicable taxes and  fees and expenses of
the Trustee, and the balance  remaining after such distributions and  deductions
expressed  both as a total dollar amount and as a dollar amount representing the
pro rata  share of  each  Unit outstanding  on the  last  business day  of  such
calendar  year;  (iii)  a  list  of  the Bonds  held  and  the  number  of Units
outstanding on the last business day of such calendar year; (iv) the Unit  Value
based  upon the last computation thereof made during such calendar year; and (v)
amounts actually distributed during such calendar year from the Interest Account
and from  the Principal  Account,  separately stated,  expressed both  as  total
dollar  amounts and as  dollar amounts representing  the pro rata  share of each
Unit outstanding. Each  annual statement will  reflect pertinent information  in
respect  of  all  plans of  distribution  so  that Unitholders  may  be informed
regarding the results of other plans of distribution.
 
                                       19
<PAGE>
UNIT VALUE AND EVALUATION
 
The value of each  Trust is determined by  the Sponsor on the  basis of (1)  the
cash  on hand in the Trust or moneys  in the process of being collected, (2) the
value of the Bonds  in the Trust based  on the BID prices  of the Bonds and  (3)
interest   accrued  thereon  not   subject  to  collection,   LESS  (1)  amounts
representing taxes or governmental charges payable out of the Trust and (2)  the
accrued  expenses of the Trust. The result of such computation is divided by the
number of Units of such  Trust outstanding as of  the date thereof to  determine
the  per Unit value ("Unit Value") of  such Trust. The Sponsor may determine the
value of the Bonds in each Trust (1)  on the basis of current BID prices of  the
Bonds  obtained from dealers or brokers who customarily deal in bonds comparable
to those held by the Trust, (2) if  bid prices are not available for any of  the
Bonds, on the basis of bid prices for comparable bonds, (3) by causing the value
of  the Bonds to be determined by  others engaged in the practice of evaluating,
quoting or appraising comparable bonds or  (4) by any combination of the  above.
Although  the Unit Value of each Trust is  based on the BID prices of the Bonds,
the Units are sold initially to the public at the Public Offering Price based on
the OFFERING prices of the Bonds.
 
    Because the insurance  obtained by the  Sponsor or by  the issuers of  Bonds
with  respect to  the Bonds in  the Insured  Trusts and with  respect to insured
Bonds in Traditional Trusts is effective so long as such Bonds are  outstanding,
such  insurance will be taken  into account in determining  the bid and offering
prices of such  Bonds and therefore  some value attributable  to such  insurance
will be included in the value of Units of Trusts that include such Bonds.
 
HOW UNITS OF THE TRUSTS ARE DISTRIBUTED TO THE PUBLIC
 
John Nuveen & Co. Incorporated is the Sponsor and sole Underwriter of the Units.
It  is  the  intention  of  the  Sponsor  to  qualify  Units  of  National, Long
Intermediate, Intermediate, Short  Intermediate and Short  Term Trusts for  sale
under  the laws of  substantially all of  the states, and  Units of State Trusts
only in the state for which the Trust is named and selected other states.
 
    Promptly following the deposit of Bonds in exchange for Units of the Trusts,
it is the practice of the Sponsor to place all of the Units as collateral for  a
letter or letters of credit from one or more commercial banks under an agreement
to  release such Units from time to  time as needed for distribution. Under such
an arrangement  the Sponsor  pays  such banks  compensation  based on  the  then
current  interest  rate. This  is a  normal  warehousing arrangement  during the
period of  distribution of  the Units  to public  investors. To  facilitate  the
handling  of  transactions,  sales of  Units  shall be  limited  to transactions
involving a minimum of either $5,000 or 50 Units, whichever is less. The Sponsor
reserves the right to reject, in whole or in part, any order for the purchase of
Units.
 
    The Sponsor plans to allow a  discount to brokers and dealers in  connection
with   the  primary  distribution   of  Units  and   also  in  secondary  market
transactions. The primary market discounts are as follows:
 
<TABLE>
<CAPTION>
                                                         DISCOUNT PER UNIT
                                --------------------------------------------------------------------
<S>                             <C>         <C>            <C>            <C>            <C>
                                 NATIONAL    LONG INTER-                  SHORT INTER-
                                AND STATE      MEDIATE     INTERMEDIATE      MEDIATE     SHORT TERM
NUMBER OF UNITS*                  TRUSTS       TRUSTS         TRUSTS         TRUSTS        TRUSTS
- ------------------------------  ----------  -------------  -------------  -------------  -----------
Less than 500.................    $3.20         $2.90          $2.70          $2.00         $1.50
500 but less than 1,000.......     3.20         2.90           2.70           2.00          1.50
1,000 but less than 2,500.....     3.20         2.70           2.50           1.80          1.30
2,500 but less than 5,000.....     3.20         2.45           2.25           1.55          1.05
5,000 but less than 10,000....     2.50         2.45           2.25           1.55          1.05
10,000 but less than 25,000...     2.00         2.00           2.00           1.30           .80
25,000 but less than 50,000...     1.75         1.75           1.75           1.30           .60
50,000 or more................     1.75         1.50           1.50           1.00           .60
</TABLE>
 
*Breakpoint sales charges and related dealer concessions are computed both on  a
 dollar  basis and  on the  basis of  the number  of Units  purchased, using the
 equivalent of 500 Units to  $50,000, 2,500 Units to  $250,000 etc. and will  be
 applied on that basis which is more favorable to the purchaser.
 
    The  Sponsor currently intends  to maintain a secondary  market for Units of
each Trust.  See "MARKET  FOR UNITS."  The amount  of the  dealer concession  on
secondary  market purchases of Trust Units  through the Sponsor will be computed
based upon the value of  the Bonds in the  Trust portfolio, including the  sales
charge  computed as described in "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?",
and adjusted to reflect  the cash position of  the Trust principal account,  and
will vary with the size of the purchase as shown in the following table:
 
                                       20
<PAGE>
 
<TABLE>
<CAPTION>
                                                               AMOUNT OF PURCHASE*
                            -----------------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>        <C>        <C>        <C>         <C>         <C>
                                        $50,000   $100,000   $250,000   $500,000   $1,000,000  $2,500,000
                              UNDER       TO         TO         TO         TO          TO          TO      $5,000,000
YEARS TO MATURITY            $50,000    $99,999   $249,999   $499,999   $999,999   $2,499,999  $4,999,999   OR MORE
- --------------------------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ----------
Less than 1...............      0          0          0          0          0          0           0           0
1 but less than 2.........    1.00%      .90%       .85%       .80%       .70%        .55%       .467%       .389%
2 but less than 3.........    1.30%      1.20%      1.10%      1.00%      .90%        .73%       .634%       .538%
3 but less than 4.........    1.60%      1.45%      1.35%      1.25%      1.10%       .90%       .781%       .662%
4 but less than 5.........    2.00%      1.85%      1.75%      1.55%      1.40%      1.25%       1.082%      .914%
5 but less than 7.........    2.30%      2.15%      1.95%      1.80%      1.65%      1.50%       1.320%      1.140%
7 but less than 10........    2.60%      2.45%      2.25%      2.10%      1.95%      1.70%       1.496%      1.292%
10 but less than 13.......    3.00%      2.80%      2.60%      2.45%      2.30%      2.00%       1.747%      1.494%
13 but less than 16.......    3.25%      3.15%      3.00%      2.75%      2.50%      2.15%       1.878%      1.606%
16 or more................    3.50%      3.50%      3.40%      3.35%      3.00%      2.50%       2.185%      1.873%
</TABLE>
 
 *Breakpoint sales charges and related dealer concessions are computed both on a
  dollar  basis and  on the basis  of the  number of Units  purchased, using the
  equivalent of 500 Units to $50,000, 2,500 Units to $250,000, etc., and will be
  applied on that basis which is more favorable to the purchaser.
 
    The Sponsor reserves the  right to change  the foregoing dealer  concessions
from time to time.
 
    Registered  investment advisers, certified financial planners and 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"  charge  is imposed,  and  bank  trust  departments
investing  funds  over which  they  exercise exclusive  discretionary investment
authority and  that  are held  in  a  fiduciary, agency,  custodial  or  similar
capacity,  are  not entitled  to receive  any dealer  concession for  primary or
secondary market purchases in which an investor purchases any number of Units at
the Public Offering Price for non-breakpoint purchases minus the concession  the
sponsor  typically allows  to brokers  and dealers  for non-breakpoint purchases
(see "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?").
 
    Certain commercial banks are making Units  of the Trusts available to  their
customers  on  an agency  basis. A  portion of  the sales  charge paid  by these
customers is retained by or  remitted to the banks in  the amounts shown in  the
above  table.  The Glass-Steagall  Act prohibits  banks from  underwriting Trust
Units; the Act  does, however,  permit certain agency  transactions and  banking
regulators  have not indicated that these particular agency transactions are not
permitted under the Act. In Texas and  in certain other states, any bank  making
Units available must be registered as a broker-dealer under state law.
 
OWNERSHIP AND TRANSFER OF UNITS
 
The  ownership of  Units is  evidenced by book  entry positions  recorded on the
books and records of the Trustee  unless the Unitholder expressly requests  that
the  purchased Units be evidenced in Certificate form. The Trustee is authorized
to treat as the owner of Units that person who at the time is registered as such
on the books of the Trustee. Any  Unitholder who holds a Certificate may  change
to  book entry ownership by submitting to the Trustee the Certificate along with
a written request that the Units represented by such Certificate be held in book
entry form. Likewise, a Unitholder who holds Units in book entry form may obtain
a Certificate for such  Units by written  request to the  Trustee. Units may  be
held in denominations of one Unit or any multiple or fraction thereof. Fractions
of  Units are computed to three decimal  places. Any Certificates issued will be
numbered serially for identification, and  are issued in fully registered  form,
transferable  only  on the  books of  the Trustee.  Book entry  Unitholders will
receive a Book Entry Position Confirmation reflecting their ownership.
 
    Certificates for  Units will  bear  an appropriate  notation on  their  face
indicating  which plan of distribution has been selected. When a change is made,
the  existing  Certificates  must  be   surrendered  to  the  Trustee  and   new
Certificates  issued to  reflect the  currently effective  plan of distribution.
There will be no charge for this service. Holders of book entry Units can change
their plan of  distribution by making  a written request  to the Trustee,  which
will issue a new Book Entry Position Confirmation to reflect such change.
 
    Units  are transferable by making  a written request to  the Trustee and, in
the case of Units  evidenced by Certificate(s),  by presenting and  surrendering
such  Certificate(s) to the Trustee,  at its corporate trust  office in New York
City, properly endorsed or accompanied by a written instrument or instruments of
transfer. The Certificate(s) should be sent registered or certified mail for the
protection of the Unitholder. Each Unitholder must
 
                                       21
<PAGE>
sign such  written  request, and  such  Certificate(s) or  transfer  instrument,
exactly  as his name appears on (a)  the face of the Certificate(s) representing
the Units to  be transferred,  or (b)  the Book  Entry Position  Confirmation(s)
relating to the Units to be transferred. Such signature(s) must be guaranteed by
a  guarantor acceptable  to 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.  Mutilated  Certificates must  be  surrendered  to the
Trustee in order  for a replacement  Certificate to be  issued. Although at  the
date  hereof no  charge is made  and none  is contemplated, a  Unitholder may be
required to pay $2.00 to the  Trustee for each Certificate reissued or  transfer
of  Units requested and to  pay any governmental charge  which may be imposed in
connection therewith.
 
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES.
 
    To obtain a  new Certificate replacing  one that has  been lost, stolen,  or
destroyed,   the   Unitholder   must  furnish   the   Trustee   with  sufficient
indemnification  and  pay  such  expenses   as  the  Trustee  may  incur.   This
indemnification
must  be in the form of an Open Penalty Bond of Indemnification. The premium for
such an indemnity bond may vary, but currently amounts to 1% of the market value
of the Units represented by the Certificate. In the case however, of a Trust  as
to  which notice of termination has been given, the premium currently amounts to
0.5% of the market value of the Units represented by such Certificate.
 
HOW UNITS MAY BE REDEEMED WITHOUT CHARGE
 
Unitholders may redeem all or a portion  of their Units by (1) making a  written
request  for such redemption (book entry Unitholders may use the redemption form
on the reverse side of their Book Entry Position Confirmation) to the Trustee at
its corporate trust office in New York City (redemptions of 1,000 Units or  more
will  require a signature  guarantee), (2) in  the case of  Units evidenced by a
Certificate, by also tendering such Certificate to the Trustee, duly endorsed or
accompanied by  proper instruments  of transfer  with signatures  guaranteed  as
explained  above, or provide satisfactory  indemnity required in connection with
lost,  stolen  or   destroyed  Certificates  and   (3)  payment  of   applicable
governmental  charges, if any. Certificates should be sent only by registered or
certified mail to minimize the possibility  of their being lost or stolen.  (See
"OWNERSHIP  AND  TRANSFER  OF UNITS".)  No  redemption  fee will  be  charged. A
Unitholder may authorize  the Trustee  to honor telephone  instructions for  the
redemption  of Units held in book  entry form. Units represented by Certificates
may not be redeemed  by telephone. The proceeds  of Units redeemed by  telephone
will  be sent by check either to the  Unitholder at the address specified on his
account or to a financial institution specified by the Unitholder for credit  to
the  account  of the  Unitholder. A  Unitholder  wishing to  use this  method of
redemption must complete a Telephone  Redemption Authorization Form and  furnish
the  Form  to  the  Trustee. Telephone  Redemption  Authorization  Forms  can be
obtained from  a  Unitholder's  registered  representative  or  by  calling  the
Trustee.  Once the completed Form  is on file, the  Trustee will honor telephone
redemption requests by any  person. The time a  telephone redemption request  is
received  determines the  "date of  tender" as  discussed below.  The redemption
proceeds will  be mailed  within  three business  days following  the  telephone
redemption  request. Only Units held in the  name of individuals may be redeemed
by telephone; accounts registered in broker name, or accounts of corporations or
fiduciaries  (including  among  others,   trustees,  guardians,  executors   and
administrators) may not use the telephone redemption privilege.
 
    On  the third business day following the date of tender, the Unitholder will
be entitled to receive  in cash for  each Unit tendered an  amount equal to  the
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern time
on  the date of tender  as defined hereafter, plus  accrued interest to, but not
including, the third business day after the date of tender ("Redemption Price").
The price received upon redemption may be  more or less than the amount paid  by
the  Unitholder  depending on  the value  of the  Bonds on  the date  of tender.
Unitholders should  check with  the Trustee  or their  broker to  determine  the
Redemption Price before tendering Units.
 
    The  "date of  tender" is  deemed to be  the date  on which  the request for
redemption of Units is received  in proper form by  the Trustee, except that  as
regards  a  redemption  request received  after  4:00  p.m. eastern  time  or on
any day  on which  the New  York  Stock Exchange  (the "Exchange")  is  normally
closed,  the date of tender  is the next day on  which such Exchange is normally
open for trading and such request will be  deemed to have been made on such  day
and  the redemption will  be effected at  the Redemption Price  computed on that
day.
 
                                       22
<PAGE>
    Accrued interest paid  on redemption  shall be withdrawn  from the  Interest
Account  of the  appropriate Trust or,  if the balance  therein is insufficient,
from the Principal Account of such  Trust. All other amounts paid on  redemption
shall  be withdrawn from the Principal Account. The Trustee is empowered to sell
underlying Bonds of  a Trust in  order to make  funds available for  redemption.
(See  "HOW BONDS MAY  BE REMOVED FROM  THE TRUSTS.") Units  so redeemed shall be
cancelled. To  the  extent that  Bonds  are sold  from  a Trust,  the  size  and
diversity  of such Trust will  be reduced. Such sales may  be required at a time
when Bonds would not  otherwise be sold  and might result  in lower prices  than
might otherwise be realized.
 
    The  Redemption Price is  determined on the  basis of the  BID prices of the
Bonds in each Trust, while  the initial Public Offering  Price of Units will  be
determined  on the  basis of the  OFFERING prices of  the Bonds as  of 4:00 p.m.
eastern time on any day on which  the Exchange is normally open for trading  and
such determination is made. As of any given time, the difference between the bid
and  offering prices  of such  Bonds may be  expected to  average 1/2%  to 2% of
principal amount. In the case of actively traded Bonds, the difference may be as
little as 1/4  to 1/2 of  1%, and in  the case of  inactively traded Bonds  such
difference usually will not exceed 3%.
 
    The  right  of redemption  may be  suspended and  payment postponed  for any
period during  which  the Securities  and  Exchange Commission  determines  that
trading  in the municipal bond market is restricted or an emergency exists, as a
result  of  which  disposal  or  evaluation  of  the  Bonds  is  not  reasonably
practicable, or for such other periods as the Securities and Exchange Commission
may by order permit.
 
    Under  regulations issued by the Internal  Revenue Service, the Trustee will
be required to withhold a specified percentage of the principal amount of a Unit
redemption if the Trustee has not been furnished the redeeming Unitholder's  tax
identification  number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered  by
the   Unitholder  only  when  filing  his   or  her  tax  return.  Under  normal
circumstances the  Trustee obtains  the Unitholder's  tax identification  number
from  the  selling broker  at  the time  the  Certificate or  Book  Entry Return
Confirmation is issued, and  this number is printed  on the Certificate or  Book
Entry  Return Confirmation and on distribution statements. If a Unitholder's tax
identification number does not appear as described above, or if it is incorrect,
the Unitholder should contact  the Trustee before  redeeming Units to  determine
what action, if any, is required to avoid this "back-up withholding."
 
HOW UNITS MAY BE PURCHASED BY THE SPONSOR
 
The  Trustee will 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 it may purchase such Units by notifying the Trustee before the
close of business on  the second succeeding business  day and by making  payment
therefor  to  the Unitholder  not  later than  the  day on  which  payment would
otherwise have been made by the Trustee. (See "HOW UNITS MAY BE REDEEMED WITHOUT
CHARGE.") The Sponsor's current  practice is to bid  at the Redemption Price  in
the  secondary market. Units held by the  Sponsor may be tendered to the Trustee
for redemption as any other Units.
 
HOW BONDS MAY BE REMOVED FROM THE TRUSTS
 
Bonds will be removed from a Trust as they mature or are redeemed by the issuers
thereof. See Part I of  this Prospectus and "RISK  FACTORS" for a discussion  of
call provisions of portfolio Bonds.
 
    The  Indenture also empowers  the Trustee to  sell Bonds for  the purpose of
redeeming Units tendered by any Unitholder, and for the payment of expenses  for
which  income may not be available. Under the Indenture the Sponsor is obligated
to provide the Trustee with a current list of Bonds in each Trust to be sold  in
such  circumstances. In deciding which Bonds  should be sold the Sponsor intends
to consider, among  other things, such  factors as: (1)  market conditions;  (2)
market  prices  of  the  Bonds;  (3)  the  effect  on  income  distributions  to
Unitholders of the sale of various Bonds; (4) the effect on principal amount  of
underlying  Bonds  per Unit  of the  sale  of various  Bonds; (5)  the financial
condition of the issuers; and (6) the effect of the sale of various Bonds on the
investment character of the Trust. Such sales, if required, could result in  the
sale  of Bonds by the Trustee at prices less than original cost to the Trust. To
the extent Bonds are sold, the size and diversity of such Trust will be reduced.
 
    In addition, the  Sponsor is empowered  to direct the  Trustee to  liquidate
Bonds upon the happening of certain other events, such as default in the payment
of  principal  and/or interest,  an  action of  the  issuer that  will adversely
 
                                       23
<PAGE>
affect its ability to continue payment of  the principal of and interest on  its
Bonds,  or an adverse change in market,  revenue or credit factors affecting the
investment character of the Bonds. If a default in the payment of the  principal
of  and/or interest  on any  of the Bonds  occurs, and  if the  Sponsor fails to
instruct the Trustee whether to  sell or continue to  hold such Bonds within  30
days  after notification  by the  Trustee to  the Sponsor  of such  default, the
Indenture provides that  the Trustee  shall liquidate said  Bonds forthwith  and
shall  not be liable for  any loss so incurred. The  Sponsor may also direct the
Trustee to liquidate Bonds in a Trust if the Bonds in the Trust are the  subject
of  an advanced refunding,  generally considered to be  when refunding bonds are
issued and the proceeds thereof are deposited in irrevocable trust to retire the
refunded Bonds on their redemption date.
 
    Except as stated in "COMPOSITION OF  TRUSTS" regarding the limited right  of
substitution  of Replacement  Bonds for Failed  Bonds, and  except for refunding
securities that may be exchanged for Bonds under certain conditions specified in
the Indenture, the Indenture does not  permit either the Sponsor or the  Trustee
to  acquire or deposit bonds either in  addition to, or in substitution for, any
of the Bonds initially deposited in a Trust.
 
INFORMATION ABOUT THE TRUSTEE
 
The Trustee is United States Trust Company of New York, with its principal place
of business at 114 West 47th Street, New York, New York 10036 and its  corporate
trust  office at 770 Broadway, New York, New York 10003. The Trustee is a member
of the New  York Clearing House  Association and is  subject to supervision  and
examination 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. In connection with the storage  and handling of certain Bonds  deposited
in the Trusts, the Trustee may use the services of The Depository Trust Company.
The  Depository Trust Company is a limited purpose trust company organized under
the Banking Law of the State of New York, a member of the Federal Reserve System
and a clearing agency registered under the Securities Exchange Act of 1934.
 
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE
 
    The Sponsor and the Trustee shall  be under no liability to Unitholders  for
taking  any action or for  refraining from any action  in good faith pursuant to
the Indenture, or for errors in judgment, but shall be liable only for their own
negligence, lack of good faith or  willful misconduct. The Trustee shall not  be
liable for depreciation or loss incurred by reason of the sale by the Trustee of
any  of the Bonds. 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 Bonds or upon the interest thereon or upon it
as Trustee under  the Indenture or  upon or in  respect of any  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.
 
SUCCESSOR TRUSTEES AND SPONSORS
 
    The Trustee or any successor trustee  may resign by executing an  instrument
of resignation in writing and filing same with the Sponsor and mailing a copy of
a  notice of resignation to all Unitholders  then of record. Upon receiving such
notice, the Sponsor is required to promptly appoint a successor trustee. If  the
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or a
receiver  or other public officer shall take  charge of its property or affairs,
the  Sponsor  may  remove  the  Trustee  and  appoint  a  successor  by  written
instrument.  The resignation or  removal of a  trustee and the  appointment of a
successor trustee shall become effective only when the successor trustee accepts
its appointment as such. Any successor trustee shall be a corporation authorized
to exercise  corporate  trust  powers, having  capital,  surplus  and  undivided
profits of not less than $5,000,000. Any corporation into which a 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.
 
    If  upon resignation of  a trustee no  successor has been  appointed and 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.
 
                                       24
<PAGE>
    If the Sponsor fails to undertake any of its duties under the Indenture, and
no  express  provision is  made for  action by  the Trustee  in such  event, the
Trustee may, in addition to its other  powers under the Indenture (1) appoint  a
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.
 
INFORMATION ABOUT THE SPONSOR
 
John Nuveen & Co. Incorporated, the Sponsor and Underwriter, was founded in 1898
and  is  the oldest  and  largest investment  banking  firm specializing  in the
underwriting and distribution of tax-exempt securities and maintains the largest
research department in the investment  banking community devoted exclusively  to
the  analysis of municipal securities. In  1961 the Sponsor began sponsoring the
Nuveen Tax-Exempt Unit Trust and, since this  time, it has issued more than  $30
billion  in tax-exempt unit trusts, including over $8 billion in insured trusts.
The Sponsor is also principal underwriter of     mutual funds and     closed-end
funds. These registered open-end  and closed-end investment companies  currently
have  approximately  $32.8 billion  in  tax-exempt securities  under management.
Nationwide, more than 1,000,000 individual investors have purchased Nuveen's tax
exempt trusts and  funds. The  present corporation was  organized in  1967 as  a
wholly-owned  subsidiary of Nuveen  Corporation, successor to  the original John
Nuveen & Co. founded in 1898 as a sole proprietorship and incorporated in  1953.
In  1974, John Nuveen & Co. Incorporated became a wholly-owned subsidiary of The
St. Paul Companies, Inc., a financial services management company located in St.
Paul, Minnesota. On May 19, 1992,  common shares comprising a minority  interest
in  The John Nuveen  Company ("JNC"), a newly  organized corporation which holds
all of the  shares of  Nuveen, were  sold to the  general public  in an  initial
public offering. St. Paul retains a controlling interest in JNC with over 70% of
JNC's  shares. The Sponsor is a member of the National Association of Securities
Dealers, Inc.  and the  Securities Industry  Association and  has its  principal
offices located in Chicago (333 W. Wacker Drive) and New York (Swiss Bank Tower,
10 East 50th Street). It maintains 14 regional offices.
 
    To help advisers and investors better understand and more efficiently use an
investment  in the Trust  to reach their investment  goals, the Trust's sponsor,
John Nuveen &  Co. Incorporated,  may advertise and  create specific  investment
programs  and  systems.  For  example, such  activities  may  include presenting
information on how to use  an investment in the  Trust, alone or in  combination
with  an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate  assets for  future education needs  or periodic  payments
such  as  insurance  premiums.  The  Trust's  sponsor  may  produce  software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
 
OTHER INFORMATION
AMENDMENT OF INDENTURE
 
    The Indenture may  be amended  by the Trustee  and the  Sponsor without  the
consent  of any of  the Unitholders (1) to  cure any ambiguity  or to correct or
supplement any provision thereof which may be defective or inconsistent, or  (2)
to  make such  other provisions as  shall not adversely  affect the Unitholders,
provided, however, that the Indenture may not be amended to increase the  number
of Units in any Trust or to permit the deposit or acquisition of bonds either in
addition  to, or in substitution for any of the Bonds initially deposited in any
Trust except as stated in "COMPOSITION OF TRUSTS" regarding the limited right of
substitution of Replacement Bonds and  except for the substitution of  refunding
bonds  under certain circumstances. The Trustee  shall advise the Unitholders of
any amendment promptly after execution thereof.
 
TERMINATION OF INDENTURE
 
    Each Trust may be liquidated at any  time by written consent of 100% of  the
Unitholders  or by  the Trustee when  the value of  such Trust, as  shown by any
evaluation, is less than 20% of the original principal amount of such Trust  and
will  be  liquidated  by  the Trustee  in  the  event that  Units  not  yet sold
aggregating more  than 60%  of the  Units originally  created are  tendered  for
redemption  by the Sponsor thereby reducing the  net worth of such Trust to less
than 40%  of the  principal amount  of  the Bonds  originally deposited  in  the
portfolio. (See "Essential Information" appearing in Part I of this Prospectus.)
The  sale of Bonds from the Trusts upon termination may result in realization of
a lesser amount than might otherwise be realized if such sale were not  required
at such time. For this reason, among others, the amount realized by a Unitholder
upon  termination  may be  less than  the principal  amount of  Bonds originally
represented by the Units held by  such Unitholder. The Indenture will  terminate
upon the redemption, sale or other disposition of the last Bond held thereunder,
but  in no event shall it continue beyond the end of the calendar year preceding
the   fiftieth    anniversary    of    its   execution    for    National    and
 
                                       25
<PAGE>
State  Trusts,  beyond the  end  of the  calendar  year preceding  the twentieth
anniversary of its execution for  Long Intermediate, and Intermediate Trusts  or
beyond  the end  of the  calendar year  preceding the  tenth anniversary  of its
execution for Short Intermediate and Short Term Trusts.
 
    Written notice of  any termination  specifying the  time or  times at  which
Unitholders  may surrender their Certificates, if any, for cancellation shall be
given by  the  Trustee  to each  Unitholder  at  the address  appearing  on  the
registration  books of the Trust maintained  by the Trustee. Within a reasonable
time thereafter the Trustee shall liquidate any Bonds in the Trust then held and
shall deduct  from  the assets  of  the Trust  any  accrued costs,  expenses  or
indemnities  provided  by  the  Indenture which  are  allocable  to  such Trust,
including estimated compensation of the Trustee and costs of liquidation and any
amounts required as a reserve to provide for payment of any applicable taxes  or
other  governmental charges. The Trustee shall then distribute to Unitholders of
such Trust their pro  rata share of  the balance of  the Interest and  Principal
Accounts.  With such  distribution the  Unitholders shall  be furnished  a final
distribution  statement,  in   substantially  the  same   form  as  the   annual
distribution statement, of the amount distributable. At such time as the Trustee
in  its sole discretion shall determine that  any amounts held in reserve are no
longer necessary, it shall make distribution thereof to Unitholders in the  same
manner.
 
LEGAL OPINION
 
    The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Special counsel for the
Trusts for respective state tax matters are named in "Tax Status" for each Trust
appearing  in  Part I  of this  Prospectus.  Carter, Ledyard  & Milburn,  2 Wall
Street, New York,  New York 10005,  has acted  as counsel for  the Trustee  with
respect  to the Series, and, in the absence of a New York Trust from the Series,
as special New York tax counsel for the Series.
 
AUDITORS
 
    The "Statements  of Condition"  and "Schedules  of Investments"  at Date  of
Deposit  included  in Part  I of  this  Prospectus have  been audited  by Arthur
Andersen LLP, independent public  accountants, as indicated  in their report  in
Part  I  of  this Prospectus,  and  are  included herein  in  reliance  upon the
authority of said firm as experts in giving said report.
 
SUPPLEMENTAL INFORMATION
 
    Upon written or telephonic request to the Trustee, investors will receive at
no cost to the  investor supplemental information about  this Series, which  has
been   filed  with  the  Securities  and   Exchange  Commission  and  is  hereby
incorporated by reference. The  supplemental information includes more  detailed
information  concerning certain  of the  Bonds included  in the  Trusts and more
specific  risk  information  concerning   the  individual  state  Trusts.   This
supplement also includes additional general information about the Sponsor.
 
                                       26
<PAGE>
                         NUVEEN  Tax-Exempt Unit Trusts
 
                                   PROSPECTUS
                                 PART II DATED
                                  ------, 1995
 
<TABLE>
<C>                 <S>        <C>
           SPONSOR             John Nuveen & Co. Incorporated
                               333 West Wacker Drive
                               Chicago, IL 60606-1286
                               Telephone: 312.917.7700
 
                               Swiss Bank Tower
                               10 East 50th Street
                               New York, NY 10022
                               212.207.2000
 
           TRUSTEE             United States Trust Company
                               of New York
                               770 Broadway
                               New York, NY 10003
                               800.257.8787
 
     LEGAL COUNSEL             Chapman and Cutler
        TO SPONSOR             111 West Monroe Street
                               Chicago, IL 60603
 
       INDEPENDENT             Arthur Andersen LLP
            PUBLIC             33 West Monroe Street
       ACCOUNTANTS             Chicago, IL 60603
    FOR THE TRUSTS
</TABLE>
 
        Except  as  to  statements made  herein  furnished by  the  Trustee, the
Trustee  has  assumed   no  responsibility  for   the  accuracy,  adequacy   and
completeness of the information contained in this Prospectus.
        This Prospectus does not contain all of the information set forth in the
registration  statement and exhibits relating thereto, filed with the Securities
and Exchange Commission, Washington, D.C., under the Securities Act of 1933, and
to which reference is made.
        No  person  is   authorized  to   give  any  information   or  to   make
representations  not  contained in  this  Prospectus or  in  supplementary sales
literature prepared by the  Sponsor, and any  information or representation  not
contained  therein must not be  relied upon as having  been authorized by either
the Trusts, the Trustee or the  Sponsor. This Prospectus does not constitute  an
offer  to sell, or a solicitation of an offer to buy, securities in any State to
any person to whom it is not lawful to make such offer in such state. The Trusts
are registered as a  Unit Investment Trust under  the Investment Company Act  of
1940. Such registration does not imply that the Trusts or any of their Units has
been  guaranteed, sponsored, recommended or approved by the United States or any
State or agency or officer thereof.
<PAGE>
   
                         VIRGINIA TRADITIONAL TRUST 299
                   (NUVEEN TAX EXEMPT UNIT TRUSTS SERIES 830)
    
 
                                                CUSIP NUMBERS:
 
                                                   Monthly:           6706L5 671
                                                   Quarterly:         6706L5 689
                                                   Semi-Annually:     6706L5 697
 
   
                               PROSPECTUS--PART I
              THIS PART I OF THE PROSPECTUS MAY NOT BE DISTRIBUTED
  UNLESS ACCOMPANIED BY THE PART II OF THE PROSPECTUS DATED ________________,
                                     1995.
     BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
    
 
   
    The  Portfolio of Virginia  Traditional Trust 299  consists of 9 obligations
issued by  entities located  in Virginia.  The  Bonds in  the Trust  are  either
general  obligations of the  governmental entity issuing them  and are backed by
the taxing power thereof or  are payable as to  principal and interest from  the
income  of a specific project or authority and are not supported by the issuer's
power to  levy taxes.  The  sources of  payment for  the  Bonds are  divided  as
follows:
    
 
<TABLE>
<CAPTION>
 NUMBER OF                                                                                   PORTFOLIO
  ISSUES                                   PURPOSE OF ISSUE                                  PERCENTAGE
- -----------  -----------------------------------------------------------------------------  ------------
<C>          <S>                                                                            <C>
     1       General Obligation                                                                  13.86%
     3       Health Care Facility Revenue                                                        36.00
     4       Water and/or Sewer Revenue                                                          36.00
     1       Miscellaneous Revenue                                                               14.14
</TABLE>
 
    For  a discussion of the  risks associated with investments  in the bonds of
various issuers, see "GENERAL TRUST INFORMATION" in Part II of this  Prospectus.
Certain  of the Bonds  may be insured  by a commercial  issuer, see "Schedule of
Investments" and "INSURANCE ON CERTAIN BONDS  IN TRADITIONAL TRUSTS" in Part  II
of this Prospectus.
 
   
                             ESSENTIAL INFORMATION
                  REGARDING THE VIRGINIA TRADITIONAL TRUST 299
     ON THE BUSINESS DAY PRIOR TO THE DATE OF DEPOSIT, ______________, 1995
    
          Sponsor and Evaluator........ John Nuveen & Co. Incorporated
          Trustee............. United States Trust Company of New York
 
                ------------------------------------------------
 
The  income, expense and distribution data  set forth below have been calculated
for  Unitholders  receiving  monthly,  quarterly  or  semi-annual   distribution
options.
   
<TABLE>
<S>                                                   <C>
Principal Amount of Bonds in Trust..................  $     3,500,000
Number of Units.....................................           35,000
Fractional Undivided Interest in Trust Per Unit.....         1/35,000
Public Offering Price--Less than 500 Units
    Aggregate Offering Price of Bonds in Trust......  $     3,330,618
    Divided by Number of Units......................  $         95.16
    Plus Sales Charge 4.9% (5.152% of the Aggregate
     Offering Price of the Bonds per Unit)..........  $          4.90
    Public Offering Price Per Unit(1)...............  $        100.06
Redemption Price Per Unit (exclusive of accrued
  interest).........................................  $         94.74
Sponsor's Initial Repurchase Price Per Unit
  (exclusive of accrued interest)...................  $         95.16
Excess of Public Offering Price Per Unit over
  Redemption Price Per Unit.........................  $          5.32
Excess of Public Offering Price Per Unit over
  Sponsor's Repurchase Price Per Unit...............  $          4.90
Average Maturity of Bonds in the Trust(2)...........       22.4 years
 
<CAPTION>
 
                                                          MONTHLY
                                                      SEMI-ANNUAL ---
                                                                QUARTERLY
                                                                --
                                                                ------------------------------
<S>                                                   <C>                 <C>   <C>
  Calculation of Estimated Net Annual
    Interest Income Per Unit
      Annual Interest Income(3)............        $ 5.5274        $ 5.5274       $ 5.5274
      Less Estimated Annual Expense........         $ .2137         $ .1850        $ .1634
                                                -----------     -----------     -----------
      Estimated Net Annual Interest
        Income(4)..........................        $ 5.3137        $ 5.3424       $ 5.3640
  Daily Rate of Accrual Per Unit...........        $ .01476        $ .01484       $ .01490
  Estimated Current Return(5)..............            5.31%           5.34%          5.36 %
</TABLE>
    
 
                                     1 of 6
<PAGE>
   
<TABLE>
<S>                                                   <C>                 <C>   <C>
  Estimated Long Term Return(5)............            5.43%           5.46%          5.48 %
  Trustee's Annual Fees(6).................        $ 1.5625        $ 1.2425       $ 1.0525
  BECAUSE  CERTAIN OF THE  BONDS IN THE  TRUST WILL NOT  BE DELIVERED TO  THE TRUSTEE UNTIL
  AFTER THE SETTLEMENT DATE FOR A PURCHASE OF  UNITS MADE ON THE DATE OF DEPOSIT,  INTEREST
  THAT  ACCRUES ON THOSE BONDS BETWEEN  THE DATE OF DEPOSIT AND  SUCH DELIVERY DATE WILL BE
  TREATED AS A RETURN OF PRINCIPAL RATHER THAN AS TAX-EXEMPT INCOME. THE AMOUNT OF ANY SUCH
  RETURN OF PRINCIPAL IS NOT  INCLUDED IN THE ANNUAL INTEREST  INCOME SHOWN ABOVE. FOR  THE
  TRUST,  THE FOLLOWING SETS FORTH THE LATEST  SCHEDULED BOND DELIVERY DATE, THE AMOUNT PER
  UNIT THAT WILL BE  TREATED AS A RETURN  OF PRINCIPAL TO UNITHOLDERS  WHO PURCHASE ON  THE
  DATE  OF DEPOSIT, AND  THE ESTIMATED CURRENT  RETURN UNDER THE  MONTHLY DISTRIBUTION PLAN
  AFTER THE FIRST YEAR, ASSUMING  THE PORTFOLIO AND ESTIMATED  ANNUAL EXPENSES DO NOT  VARY
  FROM  THAT SET FORTH ABOVE (SEE "WHAT ARE NORMAL TRUST OPERATING EXPENSES?" IN PART II OF
  THIS PROSPECTUS AND THE  "SCHEDULE OF INVESTMENTS"). THE  ESTIMATED CURRENT RETURN  AFTER
  THE  FIRST YEAR  WILL ALSO  BE HIGHER  UNDER THE  QUARTERLY AND  SEMI-ANNUAL DISTRIBUTION
  PLANS:
 
                                   LATEST SCHEDULED         PER UNIT         ESTIMATED CURRENT RETURN
                                    DELIVERY DATE     RETURN OF PRINCIPAL      AFTER THE FIRST YEAR
                                  ------------------  --------------------   -------------------------
  VIRGINIA TRADITIONAL TRUST....    APRIL 25, 1995    $           .01                     5.32        %
<FN>
- ----------
Evaluations for purpose of sale,  purchase or redemption of  Units are made as of  4 p.m. Eastern time  on the business day  next
following  receipt of an order by the Sponsor or Trustee. (See "HOW  IS THE PUBLIC OFFERING PRICE DETERMINED?" in Part II of this
Prospectus.)
(1) Units are offered at the Public  Offering Price plus accrued interest from the  preceding Record Date to, but not  including,
    the  date of settlement (normally five business days after purchase). The  Date of Deposit of the Fund has been designated as
    the First Record  Date for  all plans of  distribution of  the Trust and,  accordingly, for  Units purchased on  the Date  of
    Deposit,  $.12 of accrued interest to the  Settlement Date will be added to the  Public Offering Price. (See "WHAT IS ACCRUED
    INTEREST?" in Part II of this Prospectus.)
(2) The Average Maturity of Bonds in the Trust is calculated based upon the stated maturities of the Bonds in the Trust (or, with
    respect to Bonds for which funds or securities have been placed  in escrow to redeem such Bonds on a stated call date,  based
    upon  such call date). The Average Maturity of Bonds in the Trust  may increase or decrease from time to time as Bonds mature
    or are called or sold.
(3) Assumes delivery of all Bonds. (See  "COMPOSITION OF TRUSTS" appearing in Part  II of this Prospectus.) Interest income  does
    not  include accretion  of original  issue discount  on "zero  coupon" Bonds,  Stripped Obligations  or other  original issue
    discount Bonds. (See "GENERAL TRUST INFORMATION" in Part II of this Prospectus.)
(4) The amount and timing of interest distributions from the  Trust under the various plans of distribution are set forth  below.
    It  is anticipated that the amount of interest  to be distributed per Unit in each  year under each plan of distribution will
    initially be substantially equal to the Estimated Net Annual Interest  Income per Unit for that plan. The amount of  interest
    to  be distributed annually per Unit, will generally change as Bonds are redeemed, mature or are sold or as fees and expenses
    increase or decrease.
(5) Estimated Long Term  Return for the Trust  represents the average  of the yields to  maturity (or call) of  the Bonds in  the
    Trust's  portfolio calculated in accordance with accepted bond practices  and adjusted to reflect expenses and sales charges.
    Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
    contrast to Estimated Long Term  Return does not reflect the  amortization of premium or accretion  of discount, if any.  For
    more information see "WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?" in Part II of this Prospectus.
(6)  Each Trustee annual fee is  per $1,000 principal amount of the  underlying Bonds in the Trust  for that portion of the Trust
    that represents a particular plan of distribution.
</TABLE>
    
 
   
<TABLE>
<S>                                                       <C>
Settlement Date............................................................................................., 1995
Mandatory Termination Date...................................See "OTHER INFORMATION" in Part II of this Prospectus
Minimum Value of Each Trust..................................See "OTHER INFORMATION" in Part II of this Prospectus
Sponsor's Annual Evaluation Fee.........................................$0.17 per $1,000 principal amount of Bonds
</TABLE>
    
 
Details of interest  distributions per  Unit of the  Virginia Traditional  Trust
under  the various plans appear in the  following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
 
   
<TABLE>
<CAPTION>
                                                                                                          NORMAL
                                                                                                      DISTRIBUTIONS
                                                         1995                          1996              PER YEAR
<S>                                     <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------  --------------
Record Date*..........................        5/1            8/1           11/1            2/1
Distribution Date.....................       5/15           8/15          11/15           2/15
- --------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan.............  $   .2810(1)                                                  $  5.3249
                                                          --------  $.4437 every month  --------
Quarterly Distribution Plan...........  $   .2810(1)   $  1.3392(2)   $  1.3392      $  1.3392        $  5.3569
Semi-Annual Distribution Plan.........  $   .2810(1)                  $  2.6874(3)                    $  5.3759
- --------------------------------------------------------------------------------------------------------------------
<FN>
 * Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May  1,
   August 1 and November 1. Record Dates for monthly distributions are the first day of each month. Distribution Dates under each
   distribution  plan are the fifteenth day of the month in which the respective Record Date occurred. For additional information
   see "WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?" in Part II of this Prospectus.
(1) The first distribution will be paid to all  Unitholders, regardless of the distribution plan selected. Such distribution  may
    be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
    
 
                                     2 of 6
<PAGE>
VIRGINIA RISK FACTORS
 
    The  financial  condition of  the Commonwealth  of  Virginia is  affected by
various national, economic,  social and environmental  policies and  conditions.
The  Virginia  Constitution requires  a  balanced biennial  budget  and contains
limits on the  amount of  general obligation  bonds which  the Commonwealth  can
issue.  Additionally, Constitutional and statutory limitations concerning taxes,
bond  indebtedness  and  other  matters  may  constrain  the  revenue-generating
capacity  of  the Commonwealth  and its  local  governments and,  therefore, the
ability of the issuers of the Bonds to satisfy their obligations.
 
    The economic  vitality of  the  Commonwealth and  its various  regions  and,
therefore,  the ability of the Commonwealth and its local governments to satisfy
the Bonds, are affected by numerous factors. The employment in the  Commonwealth
has  been  and  continues to  be  significantly  and adversely  affected  by the
cutbacks in federal government spending, particularly defense, and the reduction
of jobs in the mining industry.
 
    The Commonwealth is a party to  numerous lawsuits in which an adverse  final
decision  could materially affect the Commonwealth's governmental operations and
consequently its ability to pay debt service on its obligations.
 
    The Commonwealth of Virginia  currently maintains a  "triple A" bond  rating
from  Standard  &  Poor's Ratings  Group,  Moody's Investors  Service  and Fitch
Investors Service on its general obligation indebtedness.
 
    Further information concerning  Virginia risk factors  may be obtained  upon
written   or  telephonic  request   to  the  Trustee   as  described  in  "OTHER
INFORMATION--Supplemental Information" appearing in Part II of this Prospectus.
 
TAX STATUS--VIRGINIA TRADITIONAL TRUST
 
    For a discussion  of the  Federal tax status  of income  earned on  Virginia
Traditional  Trust Units, see "What is the Tax Status of Unitholders?" appearing
in Part I of this Prospectus.
 
    The  assets   of   the   Virginia  Traditional   Trust   will   consist   of
interest-bearing  obligations  issued by  or on  behalf  of the  Commonwealth of
Virginia, its counties,  municipalities, authorities  or political  subdivisions
and,  provided the interest thereon is exempt  from Virginia income taxes by the
laws or treaties of  the United States,  by or on behalf  of the United  States'
territories  or possessions, including Puerto Rico, Guam, the Virgin Islands and
the Northern Mariana Islands, and  their political subdivisions and  authorities
(the "Virginia Bonds").
 
    In the opinion of Christian, Barton, Epps, Brent & Chappell, special counsel
for the Series for Virginia tax matters, under existing law:
 
    The  Virginia  Traditional Trust  will be  treated as  a trust  for Virginia
income tax purposes and  not as an  association taxable as  a corporation. As  a
result,  income of the Virginia Traditional Trust  will be treated as the income
of the Unitholders.
 
    The calculation  of Virginia  taxable income  begins with  Federal  adjusted
gross  income in the case of an individual or Federal taxable income in the case
of a corporation, estate or trust.  Certain modifications are specified, but  no
such  modification requires the addition of  interest on obligations such as the
Virginia  Bonds  in  the   Virginia  Traditional  Trust.  Accordingly,   amounts
representing  tax-exempt interest  for Federal  income tax  purposes received or
accrued by the Virginia  Traditional Trust with respect  to the Virginia  Bonds,
will  not be taxed to  the Virginia Traditional Trust  or to the Unitholders for
Virginia income tax purposes.
 
    In this  respect,  to  the  extent  that  interest  on  obligations  of  the
Commonwealth or any political subdivision or instrumentality thereof is included
in federal adjusted gross income, Virginia law provides that the income shall be
subtracted  in arriving at Virginia taxable income. In addition, Virginia income
tax exemption is  independently provided  for interest  on certain  obligations,
including those issued by industrial development authorities created pursuant to
the  Virginia  Industrial  Development and  Revenue  Bond Act,  by  the Virginia
Housing Development Authority, by  the Virginia Resources  Authority and by  the
Virginia  Education  Loan  Authority.  Where such  an  independent  exemption is
provided, interest on such obligations  is exempt from Virginia income  taxation
without  regard to any  exemption from Federal  income taxes, including interest
which may be subject to Federal income tax  in the hands of a recipient who  is,
or  is a related person  to, a substantial user  of facilities financed with the
proceeds of obligations upon which such interest is paid.
 
    As a general rule, to the extent that gain (whether as a result of the  sale
of  Virginia Bonds by the Virginia Traditional Trust  or as a result of the sale
of a Unit by the  Unitholder) is subject to  Federal income taxation, such  gain
will be included in the Unitholder's Virginia taxable income. Under the language
of  certain  enabling  legislation,  however, such  as  the  Virginia Industrial
Development and Revenue Bond Act, the  Virginia Resources Authority Act and  the
Virginia  Housing  Development  Authority  Act,  profit  made  on  the  sale  of
obligations issued by  authorities created thereunder  is expressly exempt  from
Virginia   income  taxation.  Such  enabling  legislation  does  not  appear  to
 
                                     3 of 6
<PAGE>
require a disallowance in the calculation of Virginia taxes of any loss that may
be deductible for Federal income tax purposes with respect to such  obligations,
although the Virginia Department of Taxation has taken a contrary view.
 
    No income tax is imposed by any political subdivision of the Commonwealth of
Virginia.  The Commonwealth of Virginia does not impose a gift tax. The Virginia
estate tax is equal to the maximum state death tax credit allowable against  the
Federal estate tax payable by the estate.
 
   
VIRGINIA TRADITIONAL TRUST 299
(NUVEEN TAX-EXEMPT UNIT TRUST SERIES 830)
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT, _____________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                                                          Ratings(3)           Trustee's
                                                                      Optional       ---------------------   Determination
 Aggregate        Name of Issuer and Title of Issue Represented      Redemption       Standard                of Offering
  Principal        by Sponsor's Contracts to Purchase Bonds(1)      Provisions(2)     & Poor's    Moody's        Price
<C>          <C> <S>                                              <C>                <C>         <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$   250,000      Virginia Resources Authority, Water and Sewer       2003 at 102         AA         --      $       231,330
                   System Revenue Bonds (Bond Lot Program), Lot
                   21 (Washington County Service Authority-New
                   Money/Refunding), 5.25% Due 10/1/14.
    485,000     * City of Danville, Virginia, General Improvement    2005 at 102        AAA         Aaa
                   Bonds of Fiscal Year 1994-1995,
                 55M-5.75% Due 4/1/12,                                                                               54,704
                 170M-5.80% Due 4/1/14,                                                                             168,071
                 260M-5.80% Due 4/1/15.                                                                             256,966
                   (General Obligation Bonds.) (When issued.)
                   (MBIA Insured.)
    100,000      Fairfax County (Virginia), Water Authority,         2007 at 102        AA-         Aa              100,467
                   Water Refunding Revenue Bonds, Series 1992,
                   6.00% Due 4/1/22.
    415,000      Fairfax County (Virginia), Water Authority,         2004 at 102        AA-         Aa              387,145
                   Water Revenue Bonds, Series 1994, 5.15% Due
                   4/1/11.
    250,000      Industrial Development Authority of the County      2005 at 102         --          A              263,960
                   of Prince William (Virginia), Hospital
                   Facility Revenue Bonds (Potomac Hospital
                   Corporation of Prince William), Series 1995,
                   6.85% Due 10/1/25.
    500,000      Industrial Development Authority of the County      2003 at 102         --          A              477,635
                   of Prince William (Virginia), Hospital
                   Revenue Refunding Bonds (Prince William
                   Hospital), Series 1993, 5.625% Due 4/1/12.
    500,000      Prince William County Service Authority             2003 at 102        AAA         Aaa             452,710
                   (Virginia), Water and Sewer System Refunding
                   Revenue Bonds, Series 1993, 5.00% Due 7/1/13.
                   (FGIC Insured.)
    500,000      Riverside Regional Jail Authority (Virginia),       2005 at 102        AAA         Aaa             500,000
                   Jail Facility Revenue Bonds, Series 1995,
                   6.00% Due 7/1/25. (MBIA Insured.)
    500,000    ** Industrial Development Authority of the City of    2003 at 102        AAA         Aaa             437,630
                   Roanoke, Virginia, Hospital Revenue Refunding
                   Bonds (Roanoke Memorial Hospitals, Community
                   Hospital of Roanoke Valley, Franklin Memorial
                   Hospital and Saint Albans Psychiatric
                   Hospital Project) Series 1993A, 5.00% Due
                   7/1/24. (Original issue discount bonds
                   delivered on or about May 20, 1993 at a price
                   of 89.849% of principal amount.)(MBIA
                   Insured.)
- -----------                                                                                                 ---------------
$ 3,500,000                                                                                                 $     3,330,618
- -----------                                                                                                 ---------------
- -----------                                                                                                 ---------------
</TABLE>
    
 
   
* These  Bonds,  or a  portion thereof,  have delivery  dates beyond  the normal
  settlement date. Their  expected delivery  date is April  25, 1995.  Contracts
  relating  to  Bonds  with delivery  dates  after  the date  of  settlement for
  purchase made  on the  Date of  Deposit constitute  approximately 14%  of  the
  aggregate  principal amount of the Trust. (See "COMPOSITION OF TRUSTS" in Part
  II of this Prospectus.)
    
 
** See "GENERAL   TRUST    INFORMATION" in  Part II  of  this Prospectus  for  a
   discussion  of  the  characteristics  of Original  Issue  Discount  Bonds and
   Stripped Obligations and of the risks associated therewith.
 
   
   (1) The Sponsor's contracts  to purchase Bonds were  entered into during  the
period  from April  6, 1995  to April 7,  1995. Other  information regarding the
Bonds in the Trust on the initial Date of Deposit is as follows:
    
 
   
<TABLE>
<CAPTION>
                                             ANNUAL
                                 PROFIT     INTEREST
                    COST TO    (OR LOSS)   INCOME TO   BID PRICE
       TRUST        SPONSOR    TO SPONSOR    TRUST      OF BONDS
  ---------------  ----------  ----------  ----------  ----------
  <S>              <C>         <C>         <C>         <C>
  Virginia
  Traditional
  Trust 299......  $3,315,418  $  15,200   $  193,850  $3,315,805
</TABLE>
    
 
   
In addition,  the difference  between the  Trustee's determination  of  Offering
Price  and Bid Price (as a percentage of principal amount) is .42%. Neither cost
to Sponsor nor  profit (or  loss) to  Sponsor reflects  underwriting profits  or
losses  received  or  incurred  by  the  Sponsor  through  its  participation in
underwriting syndicates. The Sponsor participated as either the sole underwriter
or manager or as a member of the syndicates which were the original underwriters
of     % of the aggregate principal amount of the Bonds.
    
 
    (2) The Bonds are first subject to optional redemption in the years, and  at
the  prices,  shown. Unless  otherwise indicated,  the  Bonds, except  for Bonds
issued at a  substantial original  issue discount, are  redeemable at  declining
prices (but not
 
                                     4 of 6
<PAGE>
below  par value) in subsequent years.  Original issue discount bonds, including
zero coupon bonds, are generally redeemable  at prices based on the issue  price
plus  the  amount of  original issue  discount accreted  to redemption  plus, if
applicable, some premium, the amount of which will decline in subsequent  years.
The  Bonds may also be subject to  sinking fund redemption without premium prior
to the dates shown. Certain Bonds  may be subject to redemption without  premium
prior  to  the  date shown  pursuant  to  special or  mandatory  call provisions
specified in the  instruments setting  forth the  terms and  provisions of  such
Bonds.  See  "COMPOSITION OF  TRUSTS"  and "RISK  FACTORS"  in Part  II  of this
Prospectus.
 
    (3) All the  Bonds in the  Insured Trusts,  as insured by  the Insurer,  are
rated AAA by Standard & Poor's Corporation and Aaa by Moody's Investors Service,
Inc. (See "WHY AND HOW ARE THE BONDS INSURED?" in Part II of this Prospectus and
"DESCRIPTION OF RATINGS" in the Information Supplement.)
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
TO  THE BOARD OF DIRECTORS OF JOHN  NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
VIRGINIA TRADITIONAL TRUST 299:
    
 
   
    We have audited the accompanying statement of condition and the schedule  of
investments  at  date of  deposit (included  in  Part I  of this  Prospectus) of
Virginia Traditional  Trust  299 (contained  in  Nuveen Tax-Exempt  Unit  Trust,
Series  830), as of  ________________, 1995. These  financial statements are the
responsibility of the Sponsor.  Our responsibility is to  express an opinion  on
these financial statements based on our audits.
    
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the purchase of
securities,  described  in  Note   (1)  to  the   statement  of  condition,   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  statement of  condition and  the related  schedule of
investments at date of deposit referred to above present fairly, in all material
respects, the  financial  position  of  Virginia Traditional  Trust  299  as  of
________________,   1995,  in  conformity  with  generally  accepted  accounting
principles.
    
 
                                                             ARTHUR ANDERSEN LLP
 
   
Chicago, Illinois,
________________, 1995.
    
 
                                     5 of 6
<PAGE>
                             Statement of Condition
 
   
                         VIRGINIA TRADITIONAL TRUST 299
    
 
                   (Nuveen Tax-Exempt Unit Trust, Series 830)
 
   
                          AS OF ________________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                       VIRGINIA
                                                     TRADITIONAL
    TRUST PROPERTY                                    TRUST 299
                                                    --------------
<S>                                                 <C>
Sponsor's contracts to purchase Tax-Exempt Bonds,
 backed by an irrevocable letter of
 credit(1)(2).....................................  $    3,330,618
Accrued interest to , 1995 on underlying
  Bonds(1)........................................          24,538
                                                    --------------
            Total.................................  $    3,355,156
                                                    --------------
                                                    --------------
   LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
    Accrued interest to , 1995 on underlying
     Bonds(3).....................................  $       24,538
                                                    --------------
INTEREST OF UNITHOLDERS:
    Units of fractional undivided interest
     outstanding..................................          35,000
      Cost to investors(4)........................  $    3,502,211
        Less: Gross underwriting commission(5)....        (171,593)
                                                    --------------
    Net amount applicable to investors............  $    3,330,618
                                                    --------------
            Total.................................  $    3,355,156
                                                    --------------
                                                    --------------
(1) Represented by  contracts to purchase  Tax-Exempt Bonds  which
    include  "when issued" or "regular  way" or "delayed delivery"
    contracts for which an irrevocable letter of credit issued  by
    a major commercial bank has been deposited with the Trustee on
    the  Date of Deposit. The amount  of such letter of credit and
    any cash  deposited  exceeds  the  amount  necessary  for  the
    purchase  of the  Bonds plus accrued  interest to  the Date of
    Deposit. At the Date of Deposit, Bonds may have been delivered
    to the Sponsor  pursuant to  certain of  these contracts;  the
    Sponsor  has assigned to the Trustee  all of its rights, title
    and interest in and to such Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit
    of the Bonds  listed under "Schedule  of Investments"  herein,
    and  their  aggregate cost  to the  Trust  are the  same. Such
    offering  prices  were  determined  by  Kenny  S&P  Evaluation
    Services,  a division of J.J. Kenny Co., Inc., as of the close
    of business on the business day prior to the Date of  Deposit.
    (See "HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF
    DEPOSIT?"  in Part II of  this Prospectus.) Insurance coverage
    providing for the timely payment,  when due, of all  principal
    of  and interest  on the  Bonds in  an Insured  Trust has been
    obtained by the Sponsor or by the issuers of such Bonds.  Such
    insurance  does not guarantee the market value of the Bonds or
    the value of the Units. Both  the bid and the offering  prices
    of the underlying Bonds and of the Units may include value at-
    tributable to such policies of insurance.
(3)  Representing, as set forth in  "WHAT IS ACCRUED INTEREST?" in
    Part II of this Prospectus,  advancement by the Trustee of  an
    amount  equal to the  accrued Bond interest as  of the Date of
    Deposit.
(4)  Aggregate  Public  Offering   Price  (exclusive  of   accrued
    interest)  computed  as set  forth  under "HOW  IS  THE PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.
(5) The gross  underwriting  commission  of 4.90%  of  the  Public
    Offering  Price has been calculated on the assumption that the
    Units sold are not subject to a reduction of sales charge  for
    quantity purchases. In single transactions involving 500 Units
    or  more, the sales charge is reduced. (See "HOW IS THE PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.)
</TABLE>
    
 
                                     6 of 6
<PAGE>
   
                           FLORIDA INSURED TRUST 210
                   (NUVEEN TAX EXEMPT UNIT TRUSTS SERIES 830)
    
 
                                                CUSIP NUMBERS:
 
                                                   Monthly:           6706H4 109
                                                   Quarterly:         6706H4 117
                                                   Semi-Annually:     6706H4 125
 
   
                               PROSPECTUS--PART I
              THIS PART I OF THE PROSPECTUS MAY NOT BE DISTRIBUTED
  UNLESS ACCOMPANIED BY THE PART II OF THE PROSPECTUS DATED ________________,
                                     1995.
     BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
    
 
   
    The  Portfolio of Florida Insured Trust 210 consists of 7 obligations issued
by entities located in Florida and one obligation issued by an entity located in
the Territory  of  Puerto  Rico. The  Bonds  in  the Trust  are  either  general
obligations of the governmental entity issuing them and are backed by the taxing
powers  thereof or are payable as to principal and interest from the income of a
specific project or  authority and are  not supported by  the issuer's power  to
levy taxes. The sources of payment for the Bonds are divided as follows:
    
 
<TABLE>
<CAPTION>
 Number of                                                                         Portfolio
  Issues                              Purpose of Issue                            Percentage
- -----------  -------------------------------------------------------------------  -----------
<C>          <S>                                                                  <C>
     3       General Obligation                                                       45.00%
     1       Dedicated Tax Supported Revenue                                           8.75
     1       Electrical System Revenue                                                12.50
     2       Health Care Facility Revenue                                             30.00
     1       Water and/or Sewer Revenue                                                3.75
</TABLE>
 
    For  a discussion of the  risks associated with investments  in the bonds of
various issuers, see "GENERAL TRUST INFORMATION" in Part II of this  Prospectus.
See  "WHY AND HOW  ARE THE BONDS INSURED?"  in Part II of  this Prospectus for a
discussion of Insurance on the Bonds.
 
   
                             ESSENTIAL INFORMATION
                    REGARDING THE FLORIDA INSURED TRUST 210
     ON THE BUSINESS DAY PRIOR TO THE DATE OF DEPOSIT, ______________, 1995
    
          Sponsor and Evaluator........ John Nuveen & Co. Incorporated
          Trustee............. United States Trust Company of New York
 
                ------------------------------------------------
 
The income, expense and distribution data  set forth below have been  calculated
for   Unitholders  receiving  monthly,  quarterly  or  semi-annual  distribution
options.
   
<TABLE>
<S>                                                   <C>
Principal Amount of Bonds in Trust..................  $     4,000,000
Number of Units.....................................           40,000
Fractional Undivided Interest in Trust Per Unit.....         1/40,000
Public Offering Price--Less than 500 Units
    Aggregate Offering Price of Bonds in Trust......  $     3,730,710
    Divided by Number of Units......................  $         93.27
    Plus Sales Charge 4.9% (5.152% of the Aggregate
     Offering Price of the Bonds per Unit)..........  $          4.81
    Public Offering Price Per Unit(1)...............  $         98.08
Redemption Price Per Unit (exclusive of accrued
  interest).........................................  $         92.77
Sponsor's Initial Repurchase Price Per Unit
  (exclusive of accrued interest)...................  $         93.27
Excess of Public Offering Price Per Unit over
  Redemption Price Per Unit.........................  $          5.31
Excess of Public Offering Price Per Unit over
  Sponsor's Repurchase Price Per Unit...............  $          4.81
Average Maturity of Bonds in the Trust(2)...........       28.7 years
 
<CAPTION>
 
                                                          MONTHLY
                                                      SEMI-ANNUAL ---
                                                                QUARTERLY
                                                                --
                                                                ------------------------------
<S>                                                   <C>                 <C>   <C>
  Calculation of Estimated Net Annual
    Interest Income Per Unit
      Annual Interest Income(3)............        $ 5.4031        $ 5.4031       $ 5.4031
      Less Estimated Annual Expense........         $ .2178         $ .1912        $ .1696
                                                -----------     -----------     -----------
      Estimated Net Annual Interest
        Income(4)..........................        $ 5.1853        $ 5.2560       $ 5.2776
  Daily Rate of Accrual Per Unit...........        $ .01440        $ .01460       $ .01466
</TABLE>
    
 
                                     1 of 6
<PAGE>
   
<TABLE>
<S>                                                   <C>                 <C>   <C>
  Estimated Current Return(5)..............            5.29%           5.32%          5.34 %
  Estimated Long Term Return(5)............            5.38%           5.41%          5.43 %
  Trustee's Annual Fees(6).................        $ 1.6326        $ 1.3126       $ 1.1226
  BECAUSE CERTAIN OF  THE BONDS IN  THE TRUST WILL  NOT BE DELIVERED  TO THE TRUSTEE  UNTIL
  AFTER  THE SETTLEMENT DATE FOR A PURCHASE OF  UNITS MADE ON THE DATE OF DEPOSIT, INTEREST
  THAT ACCRUES ON THOSE BONDS  BETWEEN THE DATE OF DEPOSIT  AND SUCH DELIVERY DATE WILL  BE
  TREATED AS A RETURN OF PRINCIPAL RATHER THAN AS TAX-EXEMPT INCOME. THE AMOUNT OF ANY SUCH
  RETURN  OF PRINCIPAL IS NOT  INCLUDED IN THE ANNUAL INTEREST  INCOME SHOWN ABOVE. FOR THE
  TRUST, THE FOLLOWING SETS FORTH THE LATEST  SCHEDULED BOND DELIVERY DATE, THE AMOUNT  PER
  UNIT  THAT WILL BE  TREATED AS A RETURN  OF PRINCIPAL TO UNITHOLDERS  WHO PURCHASE ON THE
  DATE OF DEPOSIT,  AND THE ESTIMATED  CURRENT RETURN UNDER  THE MONTHLY DISTRIBUTION  PLAN
  AFTER  THE FIRST YEAR, ASSUMING  THE PORTFOLIO AND ESTIMATED  ANNUAL EXPENSES DO NOT VARY
  FROM THAT SET FORTH ABOVE (SEE "WHAT ARE NORMAL TRUST OPERATING EXPENSES?" IN PART II  OF
  THIS  PROSPECTUS AND THE  "SCHEDULE OF INVESTMENTS"). THE  ESTIMATED CURRENT RETURN AFTER
  THE FIRST  YEAR WILL  ALSO BE  HIGHER UNDER  THE QUARTERLY  AND SEMI-ANNUAL  DISTRIBUTION
  PLANS:
 
                                   LATEST SCHEDULED         PER UNIT         ESTIMATED CURRENT RETURN
                                    DELIVERY DATE     RETURN OF PRINCIPAL      AFTER THE FIRST YEAR
                                  ------------------  --------------------   -------------------------
  FLORIDA INSURED TRUST.........     MAY 2, 1995      $           .03                     5.34        %
<FN>
- ----------
Evaluations  for purpose of sale,  purchase or redemption of  Units are made as of  4 p.m. Eastern time  on the business day next
following receipt of an order by the Sponsor or Trustee. (See  "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?" in Part II of  this
Prospectus.)
(1)  Units are offered at the Public  Offering Price plus accrued interest from the  preceding Record Date to, but not including,
    the date of settlement (normally five business days after purchase).  The Date of Deposit of the Fund has been designated  as
    the  First Record  Date for all  plans of  distribution of the  Trust and,  accordingly, for Units  purchased on  the Date of
    Deposit, $.11 of accrued interest to the  Settlement Date will be added to the  Public Offering Price. (See "WHAT IS  ACCRUED
    INTEREST?" in Part II of this Prospectus.)
(2)  The Average Maturity of the Bonds in the Trust is calculated based upon the stated maturities of the Bonds in the Trust (or,
    with respect to Bonds for which funds or  securities have been placed in escrow to  redeem such Bonds on a stated call  date,
    based  upon such call date). The Average Maturity  of Bonds in the Trust may increase  or decrease from time to time as Bonds
    mature or are called or sold.
(3) Assumes delivery of all Bonds. (See  "COMPOSITION OF TRUSTS" appearing in Part  II of this Prospectus.) Interest income  does
    not  include accretion  of original  issue discount  on "zero  coupon" Bonds,  Stripped Obligations  or other  original issue
    discount Bonds. (See "GENERAL TRUST INFORMATION" in Part II of this Prospectus.)
(4) The amount and timing of interest distributions from the  Trust under the various plans of distribution are set forth  below.
    It  is anticipated that the amount of interest  to be distributed per Unit in each  year under each plan of distribution will
    initially be substantially equal to the Estimated Net Annual Interest  Income per Unit for that plan. The amount of  interest
    to  be distributed annually per Unit, will generally change as Bonds are redeemed, mature or are sold or as fees and expenses
    increase or decrease.
(5) Estimated Long Term  Return for the Trust  represents the average  of the yields to  maturity (or call) of  the Bonds in  the
    Trust's  portfolio calculated in accordance with accepted bond practices  and adjusted to reflect expenses and sales charges.
    Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
    contrast to Estimated Long Term  Return does not reflect the  amortization of premium or accretion  of discount, if any.  For
    more information see "WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?" in Part II of this Prospectus.
(6)  Each Trustee annual fee is  per $1,000 principal amount of the  underlying Bonds in the Trust  for that portion of the Trust
    that represents a particular plan of distribution.
</TABLE>
    
 
   
<TABLE>
<S>                                                       <C>
Settlement Date............................................................................................., 1995
Mandatory Termination Date...................................See "OTHER INFORMATION" in Part II of this Prospectus
Minimum Value of Each Trust..................................See "OTHER INFORMATION" in Part II of this Prospectus
Sponsor's Annual Evaluation Fee.........................................$0.17 per $1,000 principal amount of Bonds
</TABLE>
    
 
Details of interest distributions  per Unit of the  Florida Insured Trust  under
the  various plans appear in the following table based upon estimated Net Annual
Interest Income at the Date of Deposit:
 
   
<TABLE>
<CAPTION>
                                                                                                                       NORMAL
                                                                                                                   DISTRIBUTIONS
                                                         1995                                  1996                   PER YEAR
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------------------      --------------
Record Date*..........................        6/1            8/1           11/1            2/1          5
Distribution Date.....................       6/15           8/15          11/15           2/15          5
- ---------------------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan.............  $   .5184(1)                                                               $  5.1853
                                                              --------   $.4320 every month   --------
Quarterly Distribution Plan...........  $   .5184(1)   $   .8694(2)   $  1.3041      $  1.3041                     $  5.2173
Semi-Annual Distribution Plan.........  $   .5184(1)                  $  2.1810(3)                                 $  5.2363
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
 * Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May  1,
   August 1 and November 1. Record Dates for monthly distributions are the first day of each month. Distribution Dates under each
   distribution  plan are the fifteenth day of the month in which the respective Record Date occurred. For additional information
   see "WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?" in Part II of this Prospectus.
(1) The first distribution will be paid to all  Unitholders, regardless of the distribution plan selected. Such distribution  may
    be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
    
 
                                     2 of 6
<PAGE>
FLORIDA RISK FACTORS
 
    The  financial  condition of  the State  of Florida  is affected  by various
national,  economic,   social  and   environmental  policies   and   conditions.
Additionally,  Constitutional and statutory limitations imposed on the State and
its local governments concerning taxes, bond indebtedness and other matters  may
constrain the revenue-generating capacity of the State and its local governments
and,  therefore,  the ability  of  the issuers  of  the Bonds  to  satisfy their
obligations. The State Constitution and statutes mandate that the State  budget,
as  a whole, and each separate fund within  the State budget, be kept in balance
from currently  available revenues  each fiscal  year. Additionally,  the  State
Constitution prohibits issuance of State obligations to fund State operations.
 
    The  economic vitality of the State  and its various regions and, therefore,
the ability of the  State and its  local governments to  satisfy the Bonds,  are
affected  by  numerous  factors. The  State  continues  to be  dependent  on the
construction and construction related manufacturing industries. These industries
tend to  be highly  cyclical and  there  is no  assurance that  Florida's  rapid
population  growth, which  drove these  industries in  the past,  will continue.
Tourism is  also one  of the  State's most  important industries.  Because  many
international  travelers visit  Florida, an  increase in  the value  of the U.S.
dollar adversely affects this industry.  Moreover, Florida could be impacted  by
problems  in the  agricultural sector,  including crop  failures, severe weather
conditions or other agricultural-related  problems, particularly with regard  to
the citrus and sugar industries.
 
    The State is a party to numerous lawsuits in which an adverse final decision
could materially affect the State's governmental operations and consequently its
ability to pay debt service on its obligations.
 
    The  State  maintains a  bond rating  of  Aa and  AA from  Moody's Investors
Service and Standard &  Poor's Ratings Group, respectively,  on the majority  of
its  general obligation  bonds, although  the rating  of a  particular series of
revenue bonds  relates primarily  to  the project,  facility, or  other  revenue
resource from which such series derives funds for repayment.
 
    Further  information concerning  Florida risk  factors may  be obtained upon
written or telephonic request to the Trustee as described in "OTHER  INFORMATION
- -- Supplemental Information" appearing in Part II of this Prospectus.
 
TAX STATUS--FLORIDA INSURED TRUST
 
    For  a discussion  of the  Federal tax  status of  income earned  on Florida
Insured Trust Units, see "What is  the Tax Status of Unitholders?" appearing  in
Part II of this Prospectus.
 
    The assets of the Florida Insured Trust (the "Trust") will consist solely of
interest-bearing obligations issued by or on behalf of the State of Florida, its
political  subdivisions and authorities  or by the  Commonwealth of Puerto Rico,
Guam, the Virgin Islands, American Samoa,  or the Northern Mariana Islands  (the
"Florida Bonds").
 
    In  the opinion  of Carlton, Fields,  Ward, Emmanuel, Smith  & Cutler, P.A.,
special counsel for the Trust for Florida tax matters, under existing law:
 
    For Florida state income tax purposes, the Trust will not be subject to  the
Florida  income tax  imposed by  the Florida Code  so long  as the  Trust has no
income subject  to  federal taxation.  In  addition, political  subdivisions  of
Florida do not impose any income taxes.
 
    Because  Florida does not impose an income tax on individuals, non-corporate
Unitholders will not be subject to any Florida income tax on income realized  by
the  Trust. Each corporate Unitholder will be subject to Florida income taxation
on its share of the income realized by the Trust notwithstanding the tax  exempt
status  of the  interest received  from any  bonds under  Section 103(a)  of the
Internal Revenue Code  of 1986  or any other  federal law,  unless the  interest
income  constitutes nonbusiness  income. Nevertheless,  any corporate Unitholder
that has its commercial  domicile in Florida will  be taxable under the  Florida
Code on its share of the Trust income which constitutes nonbusiness income.
 
    Trust  Units will be subject to Florida  estate tax only if owned by Florida
residents, certain natural persons not domiciled in Florida, or certain  natural
persons  not residents of the United States.  However, the Florida estate tax is
limited to  the amount  of the  credit allowable  under the  applicable  Federal
Revenue  Act (currently  Section 2011  (and in some  cases Section  2102) of the
Internal Revenue Code of 1986, as amended) for death taxes actually paid to  the
several states.
 
    Neither  the Florida Bonds nor  the Units will be  subject to the Florida ad
valorem property tax or Florida sales or use tax.
 
    Because Bonds issued by the State  of Florida or its political  subdivisions
or  by the Commonwealth of Puerto Rico, Guam, the Virgin Islands, American Samoa
and the Northern  Mariana Islands  are exempt from  Florida intangible  personal
property  taxation under  Chapter 199, Florida  Statutes, as  amended, the Trust
will not be subject
 
                                     3 of 6
<PAGE>
to Florida intangible personal property  tax. In addition, the Unitholders  will
not be subject to Florida intangible personal property tax on the Units.
 
   
FLORIDA INSURED TRUST 210
(NUVEEN TAX-EXEMPT UNIT TRUST SERIES 830)
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT, _____________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                                                          Ratings(3)           Trustee's
                                                                      Optional       ---------------------   Determination
 Aggregate        Name of Issuer and Title of Issue Represented      Redemption       Standard                of Offering
  Principal        by Sponsor's Contracts to Purchase Bonds(1)      Provisions(2)     & Poor's    Moody's        Price
<C>          <C> <S>                                              <C>                <C>         <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$   500,000      Florida Municipal Power Agency, Stanton II          2003 at 100        AAA         Aaa     $       399,330
                   Project Refunding Revenue Bonds, Series 1993,
                   4.50% Due 10/1/27. (Original issue discount
                   bonds delivered on or about October 5, 1993
                   at a price of 88.625% of principal amount.)
    500,000      State of Florida, Full Faith and Credit,            2005 at 101        AAA         Aaa             498,215
                   Department of Transportation, Right-of-Way
                   Acquisition and Bridge Construction Bonds,
                   Series 1995, 5.875% Due 7/1/24. (General
                   Obligation Bonds.) (When issued.)
    500,000      Dade County, Florida, Aviation Revenue Bonds,       2005 at 102        AAA         Aaa             489,430
                   Series 1995C, 5.75% Due 10/1/25.
    500,000      City of Miramar, Florida, Water Improvement         2003 at 102        AAA         Aaa             479,140
                   Assessment Bonds, Series 1993, 5.60% Due
                   10/1/24.
    500,000      Pinellas County (Florida), Health Facilities        2003 at 102        AAA         Aaa             481,100
                   Authority, Hospital Revenue Bonds, Series
                   1993 (Morton Plant Health System Project),
                   5.625% Due 11/15/23.
    500,000      City of Tampa, Florida, Allegany Health System      2003 at 102        AAA         Aaa             446,740
                   Revenue Bonds, St. Joseph's Hospital, Inc.
                   Issue, Series 1993, 5.125% Due 12/1/23.
                   (Original issue discount bonds delivered on
                   or about January 4, 1994 at a price of
                   94.522% of principal amount.)
    500,000     * West Coast Regional Water Supply Authority         2005 at 101        AAA         Aaa             490,330
                   (Florida), Refunding Revenue Bonds
                   (Hillsborough County Project), Series 1995,
                   5.75% Due 10/1/19. (When issued.)
    500,000      Commonwealth of Puerto Rico, Public Improvement     2003 at 100        AAA         Aaa             446,425
                   Refunding Bonds, Series 1993 (General
                   Obligation Bonds.), 5.00% Due 7/1/21.
                   (Original issue discount bonds delivered on
                   or about July 15, 1993 at a price of 90.01%
                   of principal amount.)
- -----------                                                                                                 ---------------
$ 4,000,000                                                                                                 $     3,730,710
- -----------                                                                                                 ---------------
- -----------                                                                                                 ---------------
</TABLE>
    
 
   
* These  Bonds,  or a  portion thereof,  have delivery  dates beyond  the normal
  settlement date.  Their  expected delivery  date  is May  3,  1995.  Contracts
  relating  to  Bonds  with delivery  dates  after  the date  of  settlement for
  purchase made  on the  Date of  Deposit constitute  approximately 13%  of  the
  aggregate  principal amount of the Trust. (See "COMPOSITION OF TRUSTS" in Part
  II of this Prospectus.)
    
 
** See "GENERAL   TRUST    INFORMATION" in  Part II  of  this Prospectus  for  a
   discussion  of  the  characteristics  of Original  Issue  Discount  Bonds and
   Stripped Obligations and of the risks associated therewith.
 
   
   (1) The Sponsor's contracts to purchase Bonds were entered into on April  24,
1995.  Other information regarding the Bonds in the Trust on the initial Date of
Deposit is as follows:
    
 
   
<TABLE>
<CAPTION>
                                             ANNUAL
                                 PROFIT     INTEREST
                    COST TO    (OR LOSS)   INCOME TO   BID PRICE
       TRUST        SPONSOR    TO SPONSOR    TRUST      OF BONDS
  ---------------  ----------  ----------  ----------  ----------
  <S>              <C>         <C>         <C>         <C>
  Florida Insured
  Trust 210......  $3,718,273  $  12,437   $  216,125  $3,710,710
</TABLE>
    
 
   
In addition,  the difference  between the  Trustee's determination  of  Offering
Price  and Bid Price (as a percentage of principal amount) is .50%. Neither cost
to Sponsor nor  profit (or  loss) to  Sponsor reflects  underwriting profits  or
losses  received  or  incurred  by  the  Sponsor  through  its  participation in
underwriting syndicates. The Sponsor participated as either the sole underwriter
or manager or as a member of the syndicates which were the original underwriters
of     % of the aggregate principal amount of the Bonds.
    
 
    (2) The Bonds are first subject to optional redemption in the years, and  at
the  prices,  shown. Unless  otherwise indicated,  the  Bonds, except  for Bonds
issued at a  substantial original  issue discount, are  redeemable at  declining
prices  (but not below  par value) in subsequent  years. Original issue discount
bonds, including zero coupon bonds, are generally redeemable at prices based  on
the  issue  price  plus  the  amount  of  original  issue  discount  accreted to
redemption plus, if applicable, some premium,  the amount of which will  decline
in  subsequent years. The Bonds  may also be subject  to sinking fund redemption
without premium  prior to  the dates  shown.  Certain Bonds  may be  subject  to
redemption  without  premium prior  to  the date  shown  pursuant to  special or
mandatory call provisions specified in  the instruments setting forth the  terms
and  provisions of such Bonds. See "COMPOSITION OF TRUSTS" and "RISK FACTORS" in
Part II of this Prospectus.
 
                                     4 of 6
<PAGE>
    (3) All the  Bonds in the  Insured Trusts,  as insured by  the Insurer,  are
rated AAA by Standard & Poor's Corporation and Aaa by Moody's Investors Service,
Inc. (See "WHY AND HOW ARE THE BONDS INSURED?" in Part II of this Prospectus and
"Description of Ratings" in the Information Supplement.)
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
TO  THE BOARD OF DIRECTORS OF JOHN  NUVEEN & CO. INCORPORATED AND UNITHOLDERS OF
FLORIDA INSURED TRUST 210:
    
 
   
    We have audited the accompanying statement of condition and the schedule  of
investments  at  date of  deposit (included  in  Part I  of this  Prospectus) of
Florida Insured Trust  210 (contained  in Nuveen Tax-Exempt  Unit Trust,  Series
830),   as  of  ________________,  1995.  These  financial  statements  are  the
responsibility of the Sponsor.  Our responsibility is to  express an opinion  on
these financial statements based on our audits.
    
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the purchase of
securities,  described  in  Note   (1)  to  the   statement  of  condition,   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  statement of  condition and  the related  schedule of
investments at date of deposit referred to above present fairly, in all material
respects,  the  financial  position   of  Florida  Insured   Trust  210  as   of
________________,   1995,  in  conformity  with  generally  accepted  accounting
principles.
    
 
                                                             ARTHUR ANDERSEN LLP
 
   
Chicago, Illinois,
________________, 1995.
    
 
                                     5 of 6
<PAGE>
                             Statement of Condition
 
   
                           FLORIDA INSURED TRUST 210
    
 
                   (Nuveen Tax-Exempt Unit Trust, Series 830)
 
   
                          AS OF ________________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                       FLORIDA
                                                       INSURED
    TRUST PROPERTY                                    TRUST 210
                                                    --------------
<S>                                                 <C>
Sponsor's contracts to purchase Tax-Exempt Bonds,
 backed by an irrevocable letter of
 credit(1)(2).....................................  $    3,730,710
Accrued interest to , 1995 on underlying
  Bonds(1)........................................          41,078
                                                    --------------
            Total.................................  $    3,771,788
                                                    --------------
                                                    --------------
    LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
    Accrued interest to , 1995 on underlying
     Bonds(3).....................................  $       41,078
                                                    --------------
INTEREST OF UNITHOLDERS:
   Units of fractional undivided interest
     outstanding..................................          40,000
      Cost to investors(4)........................  $    3,922,916
        Less: Gross underwriting commission(5)....        (192,206)
                                                    --------------
    Net amount applicable to investors............  $    3,730,710
                                                    --------------
            Total.................................  $    3,771,788
                                                    --------------
                                                    --------------
(1) Represented by  contracts to purchase  Tax-Exempt Bonds  which
    include  "when issued" or "regular  way" or "delayed delivery"
    contracts for which an irrevocable letter of credit issued  by
    a major commercial bank has been deposited with the Trustee on
    the  Date of Deposit. The amount  of such letter of credit and
    any cash  deposited  exceeds  the  amount  necessary  for  the
    purchase  of the  Bonds plus accrued  interest to  the Date of
    Deposit. At the Date of Deposit, Bonds may have been delivered
    to the Sponsor  pursuant to  certain of  these contracts;  the
    Sponsor  has assigned to the Trustee  all of its rights, title
    and interest in and to such Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit
    of the Bonds  listed under "Schedule  of Investments"  herein,
    and  their  aggregate cost  to the  Trust  are the  same. Such
    offering  prices  were  determined  by  Kenny  S&P  Evaluation
    Services,  a division of J.J. Kenny Co., Inc., as of the close
    of business on the business day prior to the Date of  Deposit.
    (See "HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF
    DEPOSIT?"  in Part II of  this Prospectus.) Insurance coverage
    providing for the timely payment,  when due, of all  principal
    of  and interest  on the  Bonds in  an Insured  Trust has been
    obtained by the Sponsor or by the issuers of such Bonds.  Such
    insurance  does not guarantee the market value of the Bonds or
    the value of the Units. Both  the bid and the offering  prices
    of the underlying Bonds and of the Units may include value at-
    tributable to such policies of insurance.
(3)  Representing, as set forth in  "WHAT IS ACCRUED INTEREST?" in
    Part II of this Prospectus,  advancement by the Trustee of  an
    amount  equal to the  accrued Bond interest as  of the Date of
    Deposit.
(4)  Aggregate  Public  Offering   Price  (exclusive  of   accrued
    interest)  computed  as set  forth  under "HOW  IS  THE PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.
(5) The gross  underwriting  commission  of 4.90%  of  the  Public
    Offering  Price has been calculated on the assumption that the
    Units sold are not subject to a reduction of sales charge  for
    quantity purchases. In single transactions involving 500 Units
    or  more, the sales charge is reduced. (See "HOW IS THE PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.)
</TABLE>
    
 
                                     6 of 6
<PAGE>
   
                        MASSACHUSETTS INSURED TRUST 125
                   (NUVEEN TAX EXEMPT UNIT TRUSTS SERIES 830)
    
 
                                                CUSIP NUMBERS:
 
                                                   Monthly:           670947 340
                                                   Quarterly:         670947 357
                                                   Semi-Annually:     670947 365
 
   
                               PROSPECTUS--PART I
              THIS PART I OF THE PROSPECTUS MAY NOT BE DISTRIBUTED
  UNLESS ACCOMPANIED BY THE PART II OF THE PROSPECTUS DATED ________________,
                                     1995.
     BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
    
 
   
    The  Portfolio of Massachusetts Insured Trust  125 consists of 7 obligations
issued by entities located in Massachusetts.  The Bonds in the Trust are  either
general  obligations of the  governmental entity issuing them  and are backed by
the taxing powers thereof or are payable  as to principal and interest from  the
income  of a specific project or authority and are not supported by the issuer's
power to  levy taxes.  The  sources of  payment for  the  Bonds are  divided  as
follows:
    
 
<TABLE>
<CAPTION>
 Number of                                                                          Portfolio
  Issues                               Purpose of Issue                            Percentage
- -----------  --------------------------------------------------------------------  -----------
<C>          <S>                                                                   <C>
     3       General Obligation                                                        40.00%
     1       College and University Revenue                                            15.00
     1       Electrical System Revenue                                                 15.00
     1       Health Care Facility Revenue                                              15.00
     1       Water and/or Sewer Revenue                                                15.00
</TABLE>
 
    For  a discussion of the  risks associated with investments  in the bonds of
various issuers, see "GENERAL TRUST INFORMATION" in Part II of this  Prospectus.
See  "WHY AND HOW  ARE THE BONDS INSURED?"  in Part II of  this Prospectus for a
discussion of insurance on the Bonds.
 
   
                             ESSENTIAL INFORMATION
                 REGARDING THE MASSACHUSETTS INSURED TRUST 125
     ON THE BUSINESS DAY PRIOR TO THE DATE OF DEPOSIT, ______________, 1995
    
          Sponsor and Evaluator........ John Nuveen & Co. Incorporated
          Trustee............. United States Trust Company of New York
 
                ------------------------------------------------
 
The income, expense and distribution data  set forth below have been  calculated
for   Unitholders  receiving  monthly,  quarterly  or  semi-annual  distribution
options.
   
<TABLE>
<S>                                                   <C>
Principal Amount of Bonds in Trust..................  $     4,000,000
Number of Units.....................................           40,000
Fractional Undivided Interest in Trust Per Unit.....         1/40,000
Public Offering Price--Less than 500 Units
    Aggregate Offering Price of Bonds in Trust......  $     3,861,038
    Divided by Number of Units......................  $         96.53
    Plus Sales Charge 4.9% (5.152% of the Aggregate
     Offering Price of the Bonds per Unit)..........  $          4.97
    Public Offering Price Per Unit(1)...............  $        101.50
Redemption Price Per Unit (exclusive of accrued
  interest).........................................  $         96.06
Sponsor's Initial Repurchase Price Per Unit
  (exclusive of accrued interest)...................  $         96.53
Excess of Public Offering Price Per Unit over
  Redemption Price Per Unit.........................  $          5.44
Excess of Public Offering Price Per Unit over
  Sponsor's Repurchase Price Per Unit...............  $          4.97
Average Maturity of Bonds in the Trust(2)...........       24.7 years
 
<CAPTION>
 
                                                          MONTHLY
                                                      SEMI-ANNUAL ---
                                                                QUARTERLY
                                                                --
                                                                ------------------------------
<S>                                                   <C>                 <C>   <C>
  Calculation of Estimated Net Annual
    Interest Income Per Unit
      Annual Interest Income(3)............        $ 5.6600        $ 5.6600       $ 5.6600
      Less Estimated Annual Expense........         $ .2154             $ .            $ .
                                                -----------     -----------     -----------
      Estimated Net Annual Interest
        Income(4)..........................        $ 5.4446               $              $
  Daily Rate of Accrual Per Unit...........        $ .01512        $ .01521       $ .01526
  Estimated Current Return(5)..............            5.36%           5.40%          5.41 %
</TABLE>
    
 
                                     1 of 6
<PAGE>
   
<TABLE>
<S>                                                   <C>                 <C>   <C>
  Estimated Long Term Return(5)............            5.46%           5.49%          5.51 %
  Trustee's Annual Fees(6).................        $ 1.6078        $ 1.2878       $ 1.0978
  BECAUSE CERTAIN OF  THE BONDS IN  THE TRUST WILL  NOT BE DELIVERED  TO THE TRUSTEE  UNTIL
  AFTER  THE SETTLEMENT DATE FOR A PURCHASE OF  UNITS MADE ON THE DATE OF DEPOSIT, INTEREST
  THAT ACCRUES ON THOSE BONDS  BETWEEN THE DATE OF DEPOSIT  AND SUCH DELIVERY DATE WILL  BE
  TREATED AS A RETURN OF PRINCIPAL RATHER THAN AS TAX-EXEMPT INCOME. THE AMOUNT OF ANY SUCH
  RETURN  OF PRINCIPAL IS NOT  INCLUDED IN THE ANNUAL INTEREST  INCOME SHOWN ABOVE. FOR THE
  TRUST, THE FOLLOWING SETS FORTH THE LATEST  SCHEDULED BOND DELIVERY DATE, THE AMOUNT  PER
  UNIT  THAT WILL BE  TREATED AS A RETURN  OF PRINCIPAL TO UNITHOLDERS  WHO PURCHASE ON THE
  DATE OF DEPOSIT,  AND THE ESTIMATED  CURRENT RETURN UNDER  THE MONTHLY DISTRIBUTION  PLAN
  AFTER  THE FIRST YEAR, ASSUMING  THE PORTFOLIO AND ESTIMATED  ANNUAL EXPENSES DO NOT VARY
  FROM THAT SET FORTH ABOVE (SEE "WHAT ARE NORMAL TRUST OPERATING EXPENSES?" IN PART II  OF
  THIS  PROSPECTUS AND THE  "SCHEDULE OF INVESTMENTS"). THE  ESTIMATED CURRENT RETURN AFTER
  THE FIRST  YEAR WILL  ALSO BE  HIGHER UNDER  THE QUARTERLY  AND SEMI-ANNUAL  DISTRIBUTION
  PLANS:
 
                                   LATEST SCHEDULED         PER UNIT         ESTIMATED CURRENT RETURN
                                    DELIVERY DATE     RETURN OF PRINCIPAL      AFTER THE FIRST YEAR
                                  ------------------  --------------------   -------------------------
  MASSACHUSETTS INSURED TRUST...                      $                                               %
 
<FN>
- ----------
Evaluations  for purpose of sale,  purchase or redemption of  Units are made as of  4 p.m. Eastern time  on the business day next
following receipt of an order by the Sponsor or Trustee. (See  "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?" in Part II of  this
Prospectus.)
(1)  Units are offered at the Public  Offering Price plus accrued interest from the  preceding Record Date to, but not including,
    the date of settlement (normally five business days after purchase).  The Date of Deposit of the Fund has been designated  as
    the  First Record  Date for all  plans of  distribution of the  Trust and,  accordingly, for Units  purchased on  the Date of
    Deposit, $.12 of accrued interest to the  Settlement Date will be added to the  Public Offering Price. (See "WHAT IS  ACCRUED
    INTEREST?" in Part II of this Prospectus.)
(2) The Average Maturity of Bonds in the Trust is calculated based upon the stated maturities of the Bonds in the Trust (or, with
    respect  to Bonds for which funds or securities have been placed in  escrow to redeem such Bonds on a stated call date, based
    upon such call date). The Average Maturity of Bonds in the  Trust may increase or decrease from time to time as Bonds  mature
    or are called or sold.
(3)  Assumes delivery of all Bonds. (See  "COMPOSITION OF TRUSTS" appearing in Part  II of this Prospectus.) Interest income does
    not include  accretion of  original issue  discount on  "zero coupon"  Bonds, Stripped  Obligations or  other original  issue
    discount Bonds. (See "GENERAL TRUST INFORMATION" in Part II of this Prospectus.)
(4)  The amount and timing of interest distributions from the Trust  under the various plans of distribution are set forth below.
    It is anticipated that the amount of  interest to be distributed per Unit in  each year under each plan of distribution  will
    initially  be substantially equal to the Estimated Net Annual Interest  Income per Unit for that plan. The amount of interest
    to be distributed annually per Unit, will generally change as Bonds are redeemed, mature or are sold or as fees and  expenses
    increase or decrease.
(5)  Estimated Long Term  Return for the Trust  represents the average of  the yields to  maturity (or call) of  the Bonds in the
    Trust's portfolio calculated in accordance with accepted bond  practices and adjusted to reflect expenses and sales  charges.
    Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
    contrast  to Estimated Long Term  Return does not reflect the  amortization of premium or accretion  of discount, if any. For
    more information see "WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?" in Part II of this Prospectus.
(6) Each Trustee annual fee is  per $1,000 principal amount of  the underlying Bonds in the Trust  for that portion of the  Trust
    that represents a particular plan of distribution.
</TABLE>
    
 
   
<TABLE>
<S>                                                       <C>
Settlement Date............................................................................................., 1995
Mandatory Termination Date...................................See "OTHER INFORMATION" in Part II of this Prospectus
Minimum Value of Each Trust..................................See "OTHER INFORMATION" in Part II of this Prospectus
Sponsor's Annual Evaluation Fee.........................................$0.17 per $1,000 principal amount of Bonds
</TABLE>
    
 
Details  of interest distributions  per Unit of  the Massachusetts Insured Trust
under the various plans appear in  the following table based upon estimated  Net
Annual Interest Income at the Date of Deposit:
 
   
<TABLE>
<CAPTION>
                                                                                                          NORMAL
                                                                                                      DISTRIBUTIONS
                                                         1995                          1996              PER YEAR
<S>                                     <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------  --------------
Record Date*..........................        5/1            8/1           11/1            2/1
Distribution Date.....................       5/15           8/15          11/15           2/15
- --------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan.............  $   .2872(1)                                                  $  5.4446
                                                          --------  $.4536 every month  --------
Quarterly Distribution Plan...........  $   .2872(1)   $  1.3689(2)   $  1.3689      $  1.3689        $  5.4766
Semi-Annual Distribution Plan.........  $   .2872(1)                  $  2.7468(3)                    $  5.4956
- --------------------------------------------------------------------------------------------------------------------
<FN>
 *  Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May 1,
   August 1 and November 1. Record Dates for monthly distributions are the first day of each month. Distribution Dates under each
   distribution plan are the fifteenth day of the month in which the respective Record Date occurred. For additional  information
   see "WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?" in Part II of this Prospectus.
(1)  The first distribution will be paid to all Unitholders,  regardless of the distribution plan selected. Such distribution may
    be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
    
 
                                     2 of 6
<PAGE>
MASSACHUSETTS RISK FACTORS
 
    The financial condition of the Commonwealth of Massachusetts is affected  by
various  national, economic,  social and environmental  policies and conditions.
Additionally, limitations  imposed  by statute  and  voter initiative  upon  the
Commonwealth  and its local governments  concerning taxes, bond indebtedness and
other matters may constrain the revenue-generating capacity of the  Commonwealth
and  its local  governments and,  therefore, the ability  of the  issuers of the
Bonds to satisfy their obligations.
 
    The economic vitality of the State  and its various regions and,  therefore,
the  ability of the  State and its  local governments to  satisfy the Bonds, are
affected by numerous factors.  The employment in the  Commonwealth has been  and
continues  to be significantly  and adversely affected  by reductions in federal
government spending  on defense-related  industries. The  Commonwealth has  many
material  future  liabilities, including  an  underfunded retirement  system and
Medicaid expenditures.
 
    The Commonwealth is a party to  numerous lawsuits in which an adverse  final
decision  could materially affect the Commonwealth's governmental operations and
consequently its ability to pay debt service on its obligations.
 
    In recent  years, the  Commonwealth and  certain of  its public  bodies  and
municipalities have faced serious financial difficulties which have affected the
credit  standing  and borrowing  abilities of  Massachusetts and  its respective
entities and may have contributed to higher interest rates on debt  obligations.
Standard  and Poor's Ratings Group  currently rates the Commonwealth's uninsured
general obligation  bonds at  A+, while  Moody's Investors  Service rates  these
obligations at A1.
 
    Further  information concerning  Massachusetts risk factors  may be obtained
upon written  or  telephonic request  to  the  Trustee as  described  in  "OTHER
INFORMATION   --  Supplemental  Information"  appearing   in  Part  II  of  this
Prospectus.
 
TAX STATUS--MASSACHUSETTS INSURED TRUST
 
    For a discussion of the Federal tax status of income earned on Massachusetts
Insured Trust Units, see "What is  the Tax Status of Unitholders?" appearing  in
Part II of this Prospectus.
 
    In  the opinion  of Edwards &  Angell, special Massachusetts  counsel to the
Trust, based on rulings by the Commissioner of Revenue and under existing law:
 
    For Massachusetts  income tax  purposes, each  Trust will  be treated  as  a
corporate  trust under Section 8 of Chapter 62 of the Massachusetts General Laws
("M.G.L.") and not as a grantor trust under Section 10(e) of M.G.L. Chapter 62.
 
    The Trust  will not  be held  to be  engaging in  business in  Massachusetts
within  the meaning  of said Section  8 and  will, therefore, not  be subject to
Massachusetts income tax.
 
    Unitholders who are  subject to Massachusetts  income taxation under  M.G.L.
Chapter  62  will not  be required  to  include their  respective shares  of the
earnings of  or distributions  from  the Massachusetts  Insured Trust  in  their
Massachusetts  gross income  to the extent  that such  earnings or distributions
represent tax-exempt interest  excludable from gross  income for Federal  income
tax  purposes received by the Massachusetts  Insured Trust on obligations issued
by  Massachusetts,   its   counties,  municipalities,   authorities,   political
subdivisions  or instrumentalities or by Puerto  Rico, the Virgin Islands, Guam,
the Northern Mariana Islands  or other possessions of  the United States  within
the  meaning of Section 103(c) of the  Internal Revenue Code of 1986, as amended
("Massachusetts Obligations").
 
    In the case of a Massachusetts Insured Trust, Unitholders who are subject to
Massachusetts income taxation under  M.G.L. Chapter 62 will  not be required  to
include  their respective shares  of the earnings of  or distributions from such
Trust in their Massachusetts  gross income to the  extent that such earnings  or
distributions are derived from the proceeds of insurance obtained by the Sponsor
of  such Trust  or by the  issuer or underwriter  of an obligation  held by such
Trust that  represent maturing  interest on  defaulted obligations  held by  the
Trustee,  if and to  the same extent  that such earnings  or distributions would
have been excludable from the gross  income of such Unitholders if derived  from
interest paid by the issuer of the defaulted obligation.
 
    Unitholders  which are corporations subject to taxation under M.G.L. Chapter
63 will be required  to include their  respective shares of  the earnings of  or
distributions  from the Trust in their  Massachusetts gross income to the extent
that such  earnings or  distributions represent  interest from  bonds, notes  or
indebtedness of any state, including Massachusetts, except for interest which is
specifically  exempted from  such tax by  the acts authorizing  issuance of said
Massachusetts Obligations.
 
    The Massachusetts Insured Trust's capital gains and/or capital losses  which
are  includable in the  Federal gross income  of Unitholders who  are subject to
Massachusetts income taxation under M.G.L. Chapter 62, or Unitholders which  are
corporations  subject to Massachusetts taxation under  M.G.L. Chapter 63 will be
included as capital gains
 
                                     3 of 6
<PAGE>
and/or losses in the Unitholders' Massachusetts gross income, except for capital
gain which is  specifically exempted from  taxation under such  Chapters by  the
acts authorizing issuance of said Massachusetts Obligations.
 
    Unitholders  which are corporations  subject to tax  under M.G.L. Chapter 63
and which are tangible property corporations will not be required to include the
Units when determining the value  of their tangible property. Unitholders  which
are  intangible property corporations will be required to include the Units when
determining their net worth.
 
    Gains or losses realized on sales or redemptions of Units by Unitholders who
are subject  to  Massachusetts  income  taxation under  M.G.L.  Chapter  62,  or
Unitholders  which  are corporations  subject  to Massachusetts  income taxation
under M.G.L. Chapter 63, will be includable in their Massachusetts gross income.
In determining such gain or loss  Unitholders will, to the same extent  required
for  Federal tax purposes,  have to adjust  their tax bases  for their Units for
accrued interest received, if any, on Massachusetts Obligations delivered to the
Trustee after the Unitholders pay for their Units, for amortization of premiums,
if any, on Massachusetts  Obligations held by  the Massachusetts Insured  Trust,
and  for  accrued original  issue discount  with  respect to  each Massachusetts
Obligation which,  at the  time  the Massachusetts  Obligation was  issued,  had
original issue discount.
 
    The  Units  of the  Trust  are not  subject to  any  property tax  levied by
Massachusetts or any political subdivision thereof, nor to any income tax levied
by any such political subdivision. They are includable in the gross estate of  a
deceased  holder  who  is  a  resident  of  Massachusetts  for  purposes  of the
Massachusetts Estate Tax.
 
   
MASSACHUSETTS INSURED TRUST 125
(NUVEEN TAX-EXEMPT UNIT TRUST SERIES 830)
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT, _____________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                                                          Ratings(3)           Trustee's
                                                                      Optional       ---------------------   Determination
 Aggregate        Name of Issuer and Title of Issue Represented      Redemption       Standard                of Offering
  Principal        by Sponsor's Contracts to Purchase Bonds(1)      Provisions(2)     & Poor's    Moody's        Price
<C>          <C> <S>                                              <C>                <C>         <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$   400,000      The Commonwealth of Massachusetts, General          2004 at 102        AAA         Aaa     $       361,592
                   Obligation Bonds, Consolidated Loan of 1994,
                   Series A, 5.00% Due 1/1/14.
    600,000      Massachusetts Bay Transportation Authority,         2004 at 102        AAA         Aaa             595,836
                   General Transportation System Bonds, 1994
                   Series B Bonds, 5.90% Due 3/1/24. (General
                   Obligation Bonds.)
    600,000      Massachusetts Health and Educational Facilities     2005 at 102        AAA         Aaa             596,178
                   Authority, Revenue Bonds, Berkshire Health
                   Systems Issue, Series D, 6.00% Due 10/1/19.
    600,000      Massachusetts Health and Educational Facilities     2004 at 102        AAA         Aaa             583,404
                   Authority, Revenue Bonds, Smith College
                   Issue, Series D, 5.75% Due 7/1/24.
    600,000      Massachusetts Municipal Wholesale Electric          2004 at 102        AAA         Aaa             538,356
                   Company, A Public Corporation of the
                   Commonwealth of Massachusetts, Power Supply
                   System Revenue Bonds, 1994 Series A, 5.00%
                   Due 7/1/14.
    600,000      Massachusetts Water Resources Authority,          2004 at 101 1/2      AAA         Aaa             600,000
                   General Revenue Bonds, 1994 Series A, 6.00%
                   Due 8/1/24.
    600,000      Southeastern Massachusetts University Building      2005 at 102        AAA         Aaa             585,672
                   Authority, Refunding Revenue Bonds, 1995
                   Series A, 5.75% Due 5/1/16. (General
                   Obligation Bonds.)
- -----------                                                                                                 ---------------
$ 4,000,000                                                                                                 $     3,861,038
- -----------                                                                                                 ---------------
- -----------                                                                                                 ---------------
</TABLE>
    
 
   
   (1) The Sponsor's contracts to purchase Bonds were entered into on April  10,
1995.  Other information regarding the Bonds in the Trust on the initial Date of
Deposit is as follows:
    
 
   
<TABLE>
<CAPTION>
                                             ANNUAL
                                 PROFIT     INTEREST
                    COST TO    (OR LOSS)   INCOME TO   BID PRICE
       TRUST        SPONSOR    TO SPONSOR    TRUST      OF BONDS
  ---------------  ----------  ----------  ----------  ----------
  <S>              <C>         <C>         <C>         <C>
  Massachusetts
  Insured Trust
  125............  $3,839,480  $  21,558   $  226,400  $3,842,288
</TABLE>
    
 
   
In addition,  the difference  between the  Trustee's determination  of  Offering
Price  and Bid Price (as a percentage of principal amount) is .47%. Neither cost
to Sponsor nor  profit (or  loss) to  Sponsor reflects  underwriting profits  or
losses  received  or  incurred  by  the  Sponsor  through  its  participation in
underwriting syndicates. The Sponsor participated as either the sole underwriter
or manager or as a member of the syndicates which were the original underwriters
of     % of the aggregate principal amount of the Bonds.
    
 
    (2) The Bonds are first subject to optional redemption in the years, and  at
the  prices,  shown. Unless  otherwise indicated,  the  Bonds, except  for Bonds
issued at a  substantial original  issue discount, are  redeemable at  declining
prices  (but not below  par value) in subsequent  years. Original issue discount
bonds, including zero coupon bonds, are generally redeemable at prices based  on
the  issue  price  plus  the  amount  of  original  issue  discount  accreted to
redemption plus, if applicable, some
 
                                     4 of 6
<PAGE>
premium, the amount  of which will  decline in subsequent  years. The Bonds  may
also  be subject to sinking  fund redemption without premium  prior to the dates
shown. Certain Bonds may be subject  to redemption without premium prior to  the
date  shown pursuant  to special or  mandatory call provisions  specified in the
instruments  setting  forth  the  terms  and  provisions  of  such  Bonds.   See
"COMPOSITION OF TRUSTS" and "RISK FACTORS" in Part II of this Prospectus.
 
    (3)  All the  Bonds in the  Insured Trusts,  as insured by  the Insurer, are
rated AAA by Standard & Poor's Corporation and Aaa by Moody's Investors Service,
Inc. (See "WHY AND HOW ARE THE BONDS INSURED?" in Part II of this Prospectus and
"DESCRIPTION OF RATINGS" in the Information Supplement.)
 
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
TO THE BOARD OF DIRECTORS OF JOHN  NUVEEN & CO. INCORPORATED AND UNITHOLDERS  OF
MASSACHUSETTS INSURED TRUST 125:
    
 
   
    We  have audited the accompanying statement of condition and the schedule of
investments at  date of  deposit (included  in  Part I  of this  Prospectus)  of
Massachusetts  Insured  Trust 125  (contained in  Nuveen Tax-Exempt  Unit Trust,
Series 830), as of  ________________, 1995. These  financial statements are  the
responsibility  of the Sponsor.  Our responsibility is to  express an opinion on
these financial statements based on our audits.
    
 
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the purchase of
securities,   described  in  Note   (1)  to  the   statement  of  condition,  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  statement of  condition and  the related  schedule  of
investments at date of deposit referred to above present fairly, in all material
respects,  the  financial  position of  Massachusetts  Insured Trust  125  as of
________________,  1995,  in  conformity  with  generally  accepted   accounting
principles.
    
 
                                                             ARTHUR ANDERSEN LLP
 
   
Chicago, Illinois,
________________, 1995.
    
 
                                     5 of 6
<PAGE>
                             Statement of Condition
 
   
                        MASSACHUSETTS INSURED TRUST 125
    
 
                   (Nuveen Tax-Exempt Unit Trust, Series 830)
 
   
                          AS OF ________________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                    MASSACHUSETTS
                                                       INSURED
    TRUST PROPERTY                                    TRUST 125
                                                    --------------
<S>                                                 <C>
Sponsor's contracts to purchase Tax-Exempt Bonds,
 backed by an irrevocable letter of
 credit(1)(2).....................................  $   3,861,038
Accrued interest to , 1995 on underlying
  Bonds(1)........................................         44,343
                                                    --------------
            Total.................................  $   3,905,381
                                                    --------------
                                                    --------------
   LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
    Accrued interest to , 1995 on underlying
     Bonds(3).....................................  $      44,343
                                                    --------------
INTEREST OF UNITHOLDERS:
    Units of fractional undivided interest
     outstanding..................................         40,000
      Cost to investors(4)........................  $   4,059,959
        Less: Gross underwriting commission(5)....       (198,921 )
                                                    --------------
    Net amount applicable to investors............  $   3,861,038
                                                    --------------
            Total.................................  $   3,905,381
                                                    --------------
                                                    --------------
(1)  Represented by  contracts to purchase  Tax-Exempt Bonds which
    include "when issued" or  "regular way" or "delayed  delivery"
    contracts  for which an irrevocable letter of credit issued by
    a major commercial bank has been deposited with the Trustee on
    the Date of Deposit. The amount  of such letter of credit  and
    any  cash  deposited  exceeds  the  amount  necessary  for the
    purchase of the  Bonds plus  accrued interest to  the Date  of
    Deposit. At the Date of Deposit, Bonds may have been delivered
    to  the Sponsor  pursuant to  certain of  these contracts; the
    Sponsor has assigned to the  Trustee all of its rights,  title
    and interest in and to such Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit
    of  the Bonds  listed under "Schedule  of Investments" herein,
    and their  aggregate cost  to  the Trust  are the  same.  Such
    offering  prices  were  determined  by  Kenny  S&P  Evaluation
    Services, a division of J.J. Kenny Co., Inc., as of the  close
    of  business on the business day prior to the Date of Deposit.
    (See "HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF
    DEPOSIT?" in Part II  of this Prospectus.) Insurance  coverage
    providing  for the timely payment,  when due, of all principal
    of and interest  on the  Bonds in  an Insured  Trust has  been
    obtained  by the Sponsor or by the issuers of such Bonds. Such
    insurance does not guarantee the market value of the Bonds  or
    the  value of the Units. Both  the bid and the offering prices
    of the underlying Bonds and of the Units may include value at-
    tributable to such policies of insurance.
(3) Representing, as set forth  in "WHAT IS ACCRUED INTEREST?"  in
    Part  II of this Prospectus, advancement  by the Trustee of an
    amount equal to the  accrued Bond interest as  of the Date  of
    Deposit.
(4)   Aggregate  Public  Offering   Price  (exclusive  of  accrued
    interest) computed  as  set forth  under  "HOW IS  THE  PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.
(5) The  gross  underwriting  commission of  4.90%  of  the Public
    Offering Price has been calculated on the assumption that  the
    Units  sold are not subject to a reduction of sales charge for
    quantity purchases. In single transactions involving 500 Units
    or more, the sales charge is reduced. (See "HOW IS THE  PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.)
</TABLE>
    
 
                                     6 of 6
<PAGE>
   
                         PENNSYLVANIA INSURED TRUST 196
                   (NUVEEN TAX EXEMPT UNIT TRUSTS SERIES 830)
    
 
                                                CUSIP NUMBERS:
 
                                                   Monthly:           6706H8 100
                                                   Quarterly:         6706H8 118
                                                   Semi-Annually:     6706H8 126
 
   
                               PROSPECTUS--PART I
              THIS PART I OF THE PROSPECTUS MAY NOT BE DISTRIBUTED
  UNLESS ACCOMPANIED BY THE PART II OF THE PROSPECTUS DATED ________________,
                                     1995.
     BOTH PARTS OF THE PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
    
 
   
    The  Portfolio of Pennsylvania  Insured Trust 196  consists of 8 obligations
issued by  entities located  in Pennsylvania  and one  obligation issued  by  an
entity  located in  the Territory  of Puerto  Rico. The  Bonds in  the Trust are
either general  obligations of  the  governmental entity  issuing them  and  are
backed  by the taxing powers thereof or are payable as to principal and interest
from the income of a specific project or authority and are not supported by  the
issuer's  power to levy taxes. The sources  of payment for the Bonds are divided
as follows:
    
 
<TABLE>
<CAPTION>
 Number of                                                                         Portfolio
  Issues                              Purpose of Issue                            Percentage
- -----------  -------------------------------------------------------------------  -----------
<C>          <S>                                                                  <C>
     3       General Obligation                                                       47.89%
     2       Dedicated-Tax Supported Revenue                                          25.00
     1       Health Care Facility Revenue                                             11.75
     2       Water and/or Sewer Revenue                                               15.38
</TABLE>
 
    For a discussion of  the risks associated with  investments in the bonds  of
various  issuers, see "GENERAL TRUST INFORMATION" in Part II of this Prospectus.
See "WHY AND HOW  ARE THE BONDS INSURED?"  in Part II of  this Prospectus for  a
discussion of Insurance on the Bonds.
 
   
                             ESSENTIAL INFORMATION
                  REGARDING THE PENNSYLVANIA INSURED TRUST 196
     ON THE BUSINESS DAY PRIOR TO THE DATE OF DEPOSIT, ______________, 1995
    
          Sponsor and Evaluator........ John Nuveen & Co. Incorporated
          Trustee............. United States Trust Company of New York
 
                ------------------------------------------------
 
The  income, expense and distribution data  set forth below have been calculated
for  Unitholders  receiving  monthly,  quarterly  or  semi-annual   distribution
options.
   
<TABLE>
<S>                                                   <C>
Principal Amount of Bonds in Trust..................  $     4,000,000
Number of Units.....................................           40,000
Fractional Undivided Interest in Trust Per Unit.....         1/40,000
Public Offering Price--Less than 500 Units
    Aggregate Offering Price of Bonds in Trust......  $     3,827,622
    Divided by Number of Units......................  $         95.69
    Plus Sales Charge 4.9% (5.152% of the Aggregate
     Offering Price of the Bonds per Unit)..........  $          4.93
    Public Offering Price Per Unit(1)...............  $        100.62
Redemption Price Per Unit (exclusive of accrued
  interest).........................................  $         95.24
Sponsor's Initial Repurchase Price Per Unit
  (exclusive of accrued interest)...................  $         95.69
Excess of Public Offering Price Per Unit over
  Redemption Price Per Unit.........................  $          5.38
Excess of Public Offering Price Per Unit over
  Sponsor's Repurchase Price Per Unit...............  $          4.93
Average Maturity of Bonds in the Trust(2)...........       22.4 years
 
<CAPTION>
 
                                                          MONTHLY
                                                      SEMI-ANNUAL ---
                                                                QUARTERLY
                                                                --
                                                                ------------------------------
<S>                                                   <C>                 <C>   <C>
  Calculation of Estimated Net Annual
    Interest Income Per Unit
      Annual Interest Income(3)............        $ 5.5838        $ 5.5838       $ 5.5838
      Less Estimated Annual Expense........         $ .2179             $ .            $ .
                                                -----------     -----------     -----------
      Estimated Net Annual Interest
        Income(4)..........................        $ 5.3659               $              $
  Daily Rate of Accrual Per Unit...........        $ .01490        $ .01499       $ .01504
  Estimated Current Return(5)..............            5.33%           5.36%          5.38 %
</TABLE>
    
 
                                     1 of 6
<PAGE>
   
<TABLE>
<S>                                                   <C>                 <C>   <C>
  Estimated Long Term Return(5)............            5.40%           5.43%          5.45 %
  Trustee's Annual Fees(6).................        $ 1.6329        $ 1.3129       $ 1.1229
 
<FN>
- ----------
Evaluations  for purpose of sale,  purchase or redemption of  Units are made as of  4 p.m. Eastern time  on the business day next
following receipt of an order by the Sponsor or Trustee. (See  "HOW IS THE PUBLIC OFFERING PRICE DETERMINED?" in Part II of  this
Prospectus.)
(1)  Units are offered at the Public  Offering Price plus accrued interest from the  preceding Record Date to, but not including,
    the date of settlement (normally five business days after purchase).  The Date of Deposit of the Fund has been designated  as
    the  First Record  Date for all  plans of  distribution of the  Trust and,  accordingly, for Units  purchased on  the Date of
    Deposit, $.12 of accrued interest to the  Settlement Date will be added to the  Public Offering Price. (See "WHAT IS  ACCRUED
    INTEREST?" in Part II of this Prospectus.)
(2)  The Average Maturity of the Bonds in the Trust is calculated based upon the stated maturities of the Bonds in the Trust (or,
    with respect to Bonds for which funds or  securities have been placed in escrow to  redeem such Bonds on a stated call  date,
    based  upon such call date). The Average Maturity  of Bonds in the Trust may increase  or decrease from time to time as Bonds
    mature or are called or sold.
(3) Assumes delivery of all Bonds. (See  "COMPOSITION OF TRUSTS" appearing in Part  II of this Prospectus.) Interest income  does
    not  include accretion  of original  issue discount  on "zero  coupon" Bonds,  Stripped Obligations  or other  original issue
    discount Bonds. (See "GENERAL TRUST INFORMATION" in Part II of this Prospectus.)
(4) The amount and timing of interest distributions from the  Trust under the various plans of distribution are set forth  below.
    It  is anticipated that the amount of interest  to be distributed per Unit in each  year under each plan of distribution will
    initially be substantially equal to the Estimated Net Annual Interest  Income per Unit for that plan. The amount of  interest
    to  be distributed annually per Unit, will generally change as Bonds are redeemed, mature or are sold or as fees and expenses
    increase or decrease.
(5) Estimated Long Term  Return for the Trust  represents the average  of the yields to  maturity (or call) of  the Bonds in  the
    Trust's  portfolio calculated in accordance with accepted bond practices  and adjusted to reflect expenses and sales charges.
    Estimated Current Return is computed by dividing the Net Annual Interest Income per Unit by the Public Offering Price, and in
    contrast to Estimated Long Term  Return does not reflect the  amortization of premium or accretion  of discount, if any.  For
    more information see "WHAT ARE ESTIMATED LONG TERM RETURN AND ESTIMATED CURRENT RETURN?" in Part II of this Prospectus.
(6)  Each Trustee annual fee is  per $1,000 principal amount of the  underlying Bonds in the Trust  for that portion of the Trust
    that represents a particular plan of distribution.
</TABLE>
    
 
   
<TABLE>
<S>                                                       <C>
Settlement Date............................................................................................., 1995
Mandatory Termination Date...................................See "OTHER INFORMATION" in Part II of this Prospectus
Minimum Value of Each Trust..................................See "OTHER INFORMATION" in Part II of this Prospectus
Sponsor's Annual Evaluation Fee.........................................$0.17 per $1,000 principal amount of Bonds
</TABLE>
    
 
Details of interest  distributions per  Unit of the  Pennsylvania Insured  Trust
under  the various plans appear in the  following table based upon estimated Net
Annual Interest Income at the Date of Deposit:
 
   
<TABLE>
<CAPTION>
                                                                                                          NORMAL
                                                                                                      DISTRIBUTIONS
PENNSYLVANIA INSURED                                     1995                          1996              PER YEAR
<S>                                     <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------  --------------
Record Date*..........................        5/1            8/1           11/1            2/1
Distribution Date.....................       5/15           8/15          11/15           2/15
- --------------------------------------------------------------------------------------------------------------------
Monthly Distribution Plan.............  $   .2831(1)                                                  $  5.3659
                                                          --------  $.4470 every month  --------
Quarterly Distribution Plan...........  $   .2831(1)   $  1.3491(2)   $  1.3491      $  1.3491        $  5.3979
Semi-Annual Distribution Plan.........  $   .2831(1)                  $  2.7072(3)                    $  5.4169
- --------------------------------------------------------------------------------------------------------------------
<FN>
 * Record Dates for semi-annual distributions are May 1 and November 1; for quarterly distributions, they are February 1, May  1,
   August 1 and November 1. Record Dates for monthly distributions are the first day of each month. Distribution Dates under each
   distribution  plan are the fifteenth day of the month in which the respective Record Date occurred. For additional information
   see "WHEN ARE DISTRIBUTIONS MADE TO UNITHOLDERS?" in Part II of this Prospectus.
(1) The first distribution will be paid to all  Unitholders, regardless of the distribution plan selected. Such distribution  may
    be more or less than a regular monthly distribution.
(2) Regular 3-month distribution.
(3) Regular 6-month distribution.
</TABLE>
    
 
PENNSYLVANIA RISK FACTORS
 
    The  financial condition of the Commonwealth  of Pennsylvania is affected by
various national, economic,  social and environmental  policies and  conditions.
Additionally,  Constitutional and statutory limitations imposed on the State and
its local governments concerning taxes, bond indebtedness and other matters  may
constrain  the  revenue-generating capacity  of the  Commonwealth and  its local
governments and, therefore, the ability of  the issuers of the Bonds to  satisfy
their  obligations. Historically,  the Commonwealth  has experienced significant
revenue shortfalls.
 
                                     2 of 6
<PAGE>
    The economic vitality of the State  and its various regions and,  therefore,
the  ability of the  State and its  local governments to  satisfy the Bonds, are
affected by numerous factors.  The economy of the  Commonwealth continues to  be
dependent on heavy industry and manufacturing. These sectors tend to be cyclical
and are facing increasing competition from foreign producers.
 
    The  Commonwealth is a party  to numerous lawsuit in  which an adverse final
decision could materially affect the Commonwealth's governmental operations  and
consequently its ability to pay debt service on its obligations.
 
    All outstanding general obligation bonds of the Commonwealth are rated AA-
by Standard and Poor's Ratings Group and A1 by Moody's Investors Service.
 
    Further  information concerning  Pennsylvania risk  factors may  be obtained
upon written  or  telephonic request  to  the  Trustee as  described  in  "OTHER
INFORMATION   --  Supplemental  Information"  appearing   in  Part  II  of  this
Prospectus.
 
TAX STATUS--PENNSYLVANIA INSURED TRUST
 
    For a discussion of the Federal tax status of income earned on  Pennsylvania
Insured  Trust Units, see "WHAT IS THE  TAX STATUS OF UNITHOLDERS?" appearing in
Part II of this Prospectus.
 
    In the opinion of  Dechert Price & Rhoads,  special Pennsylvania counsel  to
the Series, under existing law:
 
    Units  evidencing fractional undivided interests in the Pennsylvania Insured
Trust are not subject to any of the personal property taxes presently in  effect
in  Pennsylvania to the  extent of that  proportion of the  Trust represented by
Bonds  issued   by  the   Commonwealth  of   Pennsylvania,  its   agencies   and
instrumentalities,  or  by any  county,  city, borough,  town,  township, school
district,  municipality  and   local  housing  or   parking  authority  in   the
Commonwealth  of Pennsylvania or issued by Puerto Rico, the Virgin Islands, Guam
or the Northern Mariana  Islands ("Pennsylvania Bonds").  The taxes referred  to
above include the County Personal Property Tax, the additional personal property
taxes  imposed on Pittsburgh residents by  the School District of Pittsburgh and
by the  City of  Pittsburgh. The  City  of Pittsburgh,  the School  District  of
Pittsburgh  and Allegheny  County cannot  impose personal  property taxes  as of
January 1,  1995. Pennsylvania  Insured Trust  Units may  be taxable  under  the
Pennsylvania inheritance and estate taxes.
 
    The   proportion  of  interest  income  representing  interest  income  from
Pennsylvania Bonds distributed to Unitholders of the Pennsylvania Insured  Trust
is not taxable under the Pennsylvania Personal Income Tax or under the Corporate
Net Income Tax imposed on corporations by Article IV of the Tax Reform Code. Nor
will  such interest be taxable under the Philadelphia School District Investment
Income Tax imposed on Philadelphia resident individuals.
 
    The disposition by  the Pennsylvania  Insured Trust of  a Pennsylvania  Bond
(whether  by  sale,  exchange,  redemption  or  payment  at  maturity)  will not
constitute a  taxable event  to  a Unitholder  under the  Pennsylvania  Personal
Income  Tax  if the  Pennsylvania Bond  was  issued prior  to February  1, 1994.
Further, although there is no published authority on the subject, counsel is  of
the  opinion that (i)  a Unitholder of  the Pennsylvania Insured  Trust will not
have a  taxable  event under  the  Pennsylvania  state and  local  income  taxes
referred to in the preceding paragraph (other than the Corporate Net Income Tax)
upon  the redemption  or sale of  his Unit  to the extent  that the Pennsylvania
Insured Trust is then comprised of  Pennsylvania Bonds issued prior to  February
1,  1994  and (ii)  the  dispositions by  the  Pennsylvania Insured  Trust  of a
Pennsylvania Bond (whether by sale, exchange, redemption or payment at maturity)
will not constitute  a taxable  event to a  Unitholder under  the Corporate  Net
Income  Tax or  the Philadelphia  School District  Investment Income  Tax if the
Pennsylvania Bond was issued prior to February 1, 1994. (The School District tax
has no application to gain on the  disposition of property held by the  taxpayer
for more than six months.)
 
    Gains  on  the  sale, exchange,  redemption,  or  payment at  maturity  of a
Pennsylvania Bond issued on or after February 1, 1994, will be taxable under all
of these taxes, as will gains on the redemption or sale of a unit to the  extent
that the Trust is comprised of Pennsylvania Bonds issued on or after February 1,
1994.
 
                                     3 of 6
<PAGE>
   
PENNSYLVANIA INSURED TRUST 196
(NUVEEN TAX-EXEMPT UNIT TRUST SERIES 830)
SCHEDULE OF INVESTMENTS AT DATE OF DEPOSIT, _____________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                                                          Ratings(3)           Trustee's
                                                                      Optional       ---------------------   Determination
 Aggregate        Name of Issuer and Title of Issue Represented      Redemption       Standard                of Offering
  Principal        by Sponsor's Contracts to Purchase Bonds(1)      Provisions(2)     & Poor's    Moody's        Price
<C>          <C> <S>                                              <C>                <C>         <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$   500,000      Pennsylvania Intergovernmental Cooperation          2003 at 100        AAA         Aaa     $       480,000
                   Authority, Special Tax Revenue Bonds (City of
                   Philadelphia Funding Program), Series of
                   1993, 5.60% Due 6/15/16.
    470,000      Allegheny County Hospital Development Authority     2005 at 102        AAA         Aaa             478,093
                   (Commonwealth of Pennsylvania), Hospital
                   Revenue Bonds, Series A of 1995 (Allegheny
                   General Hospital Project), 6.20% Due 9/1/15.
    115,000    ** Allegheny County Sanitary Authority, Allegheny  No Optional Call      AAA         Aaa              32,627
                   County, Pennsylvania, Sewer Revenue Bonds,
                   Refunding Series of 1993, 0.00% Due 6/1/16.
                   (Original issue discount bonds delivered on
                   or about April 13, 1993 at a price of 24.906%
                   of principal amount.)
    470,000      Hampton Township School District (Allegheny         2005 at 100        AAA         Aaa             471,795
                   County, Pennsylvania), General Obligation
                   Bonds, Refunding Series A of 1995, 6.00% Due
                   11/15/21. (When issued.)
    545,000      Hempfield School District, Lancaster County,        2004 at 100        AAA         Aaa             510,393
                   Pennsylvania, General Obligation Bonds,
                   Series of 1994, 5.30% Due 10/15/14.
    500,000    ** City of Philadelphia, Pennsylvania, Water and      2003 at 100        AAA         Aaa             442,385
                   Wastewater Revenue Bonds, Series 1993, 5.00%
                   Due 6/15/19. (Original issue discount bonds
                   delivered on or about August 26, 1993 at a
                   price of 89.845% of principal amount.)
    500,000      City of Pittsburgh (Commonwealth of                 2004 at 100        AAA         Aaa             502,645
                   Pennsylvania), General Obligation Bonds,
                   Series of 1994A, 5.875% Due 9/1/11.
    500,000    ** Southeastern Pennsylvania Transportation           2005 at 101        AAA         Aaa             490,240
                   Authority, Special Revenue Bonds, Series of
                   1995A, 5.75% Due 3/1/20. (Original issue
                   discount bonds delivered on or about February
                   28, 1995 at a price of 94.75% of principal
                   amount.)
    400,000      Commonwealth of Puerto Rico, Public Improvement   2004 at 101 1/2      AAA         Aaa             419,444
                   Bonds of 1994 (General Obligation Bonds),
                   6.50% Due 7/1/23.
- -----------                                                                                                 ---------------
$ 4,000,000                                                                                                 $     3,827,622
- -----------                                                                                                 ---------------
- -----------                                                                                                 ---------------
</TABLE>
    
 
** See  "GENERAL   TRUST    INFORMATION" in  Part II  of  this Prospectus  for a
   discussion of  the  characteristics  of Original  Issue  Discount  Bonds  and
   Stripped Obligations and of the risks associated therewith.
 
   
   (1)  The Sponsor's contracts  to purchase Bonds were  entered into during the
period from April  7, 1995 to  April 10, 1995.  Other information regarding  the
Bonds in the Trust on the initial Date of Deposit is as follows:
    
 
   
<TABLE>
<CAPTION>
                                             ANNUAL
                                 PROFIT     INTEREST
                    COST TO    (OR LOSS)   INCOME TO   BID PRICE
       TRUST        SPONSOR    TO SPONSOR    TRUST      OF BONDS
  ---------------  ----------  ----------  ----------  ----------
  <S>              <C>         <C>         <C>         <C>
  Pennsylvania
  Insured Trust
  196............  $3,813,413  $  14,209   $  223,350  $3,809,803
</TABLE>
    
 
   
In  addition,  the difference  between the  Trustee's determination  of Offering
Price and Bid Price (as a percentage of principal amount) is .45%. Neither  cost
to  Sponsor nor  profit (or  loss) to  Sponsor reflects  underwriting profits or
losses received  or  incurred  by  the  Sponsor  through  its  participation  in
underwriting syndicates. The Sponsor participated as either the sole underwriter
or manager or as a member of the syndicates which were the original underwriters
of     % of the aggregate principal amount of the Bonds.
    
 
    (2)  The Bonds are first subject to optional redemption in the years, and at
the prices,  shown. Unless  otherwise  indicated, the  Bonds, except  for  Bonds
issued  at a  substantial original issue  discount, are  redeemable at declining
prices (but not below  par value) in subsequent  years. Original issue  discount
bonds,  including zero coupon bonds, are generally redeemable at prices based on
the issue  price  plus  the  amount  of  original  issue  discount  accreted  to
redemption  plus, if applicable, some premium,  the amount of which will decline
in subsequent years. The  Bonds may also be  subject to sinking fund  redemption
without  premium  prior to  the dates  shown.  Certain Bonds  may be  subject to
redemption without  premium prior  to  the date  shown  pursuant to  special  or
mandatory  call provisions specified in the  instruments setting forth the terms
and provisions of such Bonds. See "COMPOSITION OF TRUSTS" and "RISK FACTORS"  in
Part II of this Prospectus.
 
    (3)  All the  Bonds in the  Insured Trusts,  as insured by  the Insurer, are
rated AAA by Standard & Poor's Corporation and Aaa by Moody's Investors Service,
Inc. (See "WHY AND HOW ARE THE BONDS INSURED?" in Part II of this Prospectus and
"DESCRIPTION OF RATINGS" in the Information Supplement.)
 
                                     4 of 6
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
   
TO THE BOARD OF DIRECTORS OF JOHN  NUVEEN & CO. INCORPORATED AND UNITHOLDERS  OF
PENNSYLVANIA INSURED TRUST 196:
    
 
   
    We  have audited the accompanying statement of condition and the schedule of
investments at  date of  deposit (included  in  Part I  of this  Prospectus)  of
Pennsylvania  Insured  Trust 196  (contained  in Nuveen  Tax-Exempt  Unit Trust,
Series 830), as of  ________________, 1995. These  financial statements are  the
responsibility  of the Sponsor.  Our responsibility is to  express an opinion on
these financial statements based on our audits.
    
 
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of the irrevocable letter of credit arrangement for the purchase of
securities,   described  in  Note   (1)  to  the   statement  of  condition,  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  statement of  condition and  the related  schedule  of
investments at date of deposit referred to above present fairly, in all material
respects,  the  financial  position  of Pennsylvania  Insured  Trust  196  as of
________________,  1995,  in  conformity  with  generally  accepted   accounting
principles.
    
 
                                                             ARTHUR ANDERSEN LLP
 
   
Chicago, Illinois,
________________, 1995.
    
 
                                     5 of 6
<PAGE>
                             Statement of Condition
 
   
                         PENNSYLVANIA INSURED TRUST 196
    
 
                   (Nuveen Tax-Exempt Unit Trust, Series 830)
 
   
                          AS OF ________________, 1995
    
 
   
<TABLE>
<CAPTION>
                                                     PENNSYLVANIA
                                                       INSURED
    TRUST PROPERTY                                    TRUST 196
                                                    --------------
<S>                                                 <C>
Sponsor's contracts to purchase Tax-Exempt Bonds,
 backed by an irrevocable letter of
 credit(1)(2).....................................  $    3,827,622
Accrued interest to , 1995 on underlying
  Bonds(1)........................................          54,267
                                                    --------------
            Total.................................  $    3,881,889
                                                    --------------
                                                    --------------
    LIABILITY AND INTEREST OF UNITHOLDERS
LIABILITY:
    Accrued interest to , 1995 on underlying
     Bonds(3).....................................  $       54,267
                                                    --------------
INTEREST OF UNITHOLDERS:
   Units of fractional undivided interest
     outstanding..................................          40,000
      Cost to investors(4)........................  $    4,024,821
        Less: Gross underwriting commission(5)....        (197,199)
                                                    --------------
    Net amount applicable to investors............  $    3,827,622
                                                    --------------
            Total.................................  $    3,881,889
                                                    --------------
                                                    --------------
(1)  Represented by  contracts to purchase  Tax-Exempt Bonds which
    include "when issued" or  "regular way" or "delayed  delivery"
    contracts  for which an irrevocable letter of credit issued by
    a major commercial bank has been deposited with the Trustee on
    the Date of Deposit. The amount  of such letter of credit  and
    any  cash  deposited  exceeds  the  amount  necessary  for the
    purchase of the  Bonds plus  accrued interest to  the Date  of
    Deposit. At the Date of Deposit, Bonds may have been delivered
    to  the Sponsor  pursuant to  certain of  these contracts; the
    Sponsor has assigned to the  Trustee all of its rights,  title
    and interest in and to such Bonds.
(2) Aggregate value (at offering prices) as of the Date of Deposit
    of  the Bonds  listed under "Schedule  of Investments" herein,
    and their  aggregate cost  to  the Trust  are the  same.  Such
    offering  prices  were  determined  by  Kenny  S&P  Evaluation
    Services, a division of J.J. Kenny Co., Inc., as of the  close
    of  business on the business day prior to the Date of Deposit.
    (See "HOW WAS THE PRICE OF THE BONDS DETERMINED AT THE DATE OF
    DEPOSIT?" in Part II  of this Prospectus.) Insurance  coverage
    providing  for the timely payment,  when due, of all principal
    of and interest  on the  Bonds in  an Insured  Trust has  been
    obtained  by the Sponsor or by the issuers of such Bonds. Such
    insurance does not guarantee the market value of the Bonds  or
    the  value of the Units. Both  the bid and the offering prices
    of the underlying Bonds and of the Units may include value at-
    tributable to such policies of insurance.
(3) Representing, as set forth  in "WHAT IS ACCRUED INTEREST?"  in
    Part  II of this Prospectus, advancement  by the Trustee of an
    amount equal to the  accrued Bond interest as  of the Date  of
    Deposit.
(4)   Aggregate  Public  Offering   Price  (exclusive  of  accrued
    interest) computed  as  set forth  under  "HOW IS  THE  PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.
(5) The  gross  underwriting  commission of  4.90%  of  the Public
    Offering Price has been calculated on the assumption that  the
    Units  sold are not subject to a reduction of sales charge for
    quantity purchases. In single transactions involving 500 Units
    or more, the sales charge is reduced. (See "HOW IS THE  PUBLIC
    OFFERING PRICE DETERMINED?" in Part II of this Prospectus.)
</TABLE>
    
 
                                     6 of 6
<PAGE>
                         NUVEEN TAX-EXEMPT UNIT TRUSTS
 
                 ---------------------------------------------
 
                             INFORMATION SUPPLEMENT
 
                This   Information  Supplement  provides  additional
            information concerning  the  structure,  operations  and
            risks of a Nuveen Tax-Exempt Unit Trust not found in the
            prospectuses for the Trusts. This Information Supplement
            is  not a  prospectus and  does not  include all  of the
            information that a prospective investor should  consider
            before investing in a Trust. This Information Supplement
            should  be read  in conjunction with  the prospectus for
            the Trust in which an investor is considering  investing
            ("Prospectus"). Copies of the Prospectus can be obtained
            by  calling  or  writing the  Trustee  at  the telephone
            number  and  address   indicated  in  Part   I  of   the
            Prospectus.   This   Information  Supplement   has  been
            incorporated by reference into the Prospectus.
 
                This Information Supplement is dated               .
            Capitalized terms have been defined in the Prospectus.
 
                               TABLE OF CONTENTS
 
               --------------------------------------------------
 
   
<TABLE>
<S>                                                                           <C>
GENERAL RISK DISCLOSURE.....................................................           2
  Health Facility Obligations...............................................           2
  Housing Obligations.......................................................           2
  Single Family Mortgage Revenue Bonds......................................           2
  Federally Enhanced Obligations............................................           3
  Industrial Revenue Obligations............................................           3
  Electric Utility Obligations..............................................           3
  Transportation Facility Revenue Bonds.....................................           4
  Water and/or Sewerage Obligations.........................................           4
  University and College Revenue Obligations................................           4
  Bridge Authority and Tollroad Obligations.................................           4
  Dedicated-Tax Supported Bonds.............................................           4
  Municipal Lease Bonds.....................................................           5
  Original Issue Discount Bonds and Stripped Obligations....................           5
WHY AND HOW ARE THE BONDS INSURED?..........................................           6
HOW IS THE PUBLIC OFFERING PRICE DETERMINED?................................           8
ACCUMULATION PLAN...........................................................           8
INFORMATION ABOUT THE SPONSOR...............................................          11
DESCRIPTION OF RATINGS......................................................          12
Appendix A -- Virginia Disclosure...........................................         A-1
Appendix B -- Florida Disclosure............................................         B-1
Appendix C -- Massachusetts Disclosure......................................         C-1
Appendix D -- Pennsylvania Disclosure.......................................         D-1
</TABLE>
    
<PAGE>
GENERAL RISK DISCLOSURE
 
    An  investment in Units of any Trust should be made with an understanding of
the risks that such an investment may  entail. These include the ability of  the
issuer,  or,  if  applicable,  an  insurer, to  make  payments  of  interest and
principal when due, the  effects of changes in  interest rates generally,  early
call provisions and the potential for changes in the tax status of the Bonds. As
set  forth  in the  portfolio  summaries above,  the  Trusts may  contain  or be
concentrated in one or more of the types of bonds discussed below. The following
paragraphs discuss certain circumstances which may adversely affect the  ability
of  issuers  of Bonds  held  in the  portfolio  of a  Trust  to make  payment of
principal and interest thereon or which may adversely affect the ratings of such
Bonds; with  respect  to  Insured  Trusts, however,  because  of  the  insurance
obtained  by the Sponsor or by the issuers of the Bonds, such changes should not
adversely affect  an Insured  Trust's  receipt of  principal and  interest,  the
Standard  & Poor's AAA or Moody's Aaa ratings  of the Bonds in the Insured Trust
portfolio, or the Standard & Poor's AAA rating of the Units of each such Insured
Trust. For  economic risks  specific  to the  individual Trusts,  see  "Economic
Factors" for each Trust.
 
    HEALTH  FACILITY  OBLIGATIONS.    Some  of  the  Bonds  in  a  Trust  may be
obligations of  issuers whose  revenues are  derived from  services provided  by
hospitals  or other health care facilities,  including nursing homes. Ratings of
bonds issued  for health  care  facilities are  sometimes based  on  feasibility
studies  that contain projections of occupancy  levels, revenues and expenses. A
facility's gross  receipts and  net income  available for  debt service  may  be
affected  by future events and conditions  including, among other things, demand
for services, the ability of the  facility to provide the services required,  an
increasing  shortage of qualified nurses or a dramatic rise in nursing salaries,
physicians'  confidence  in  the  facility,  management  capabilities,  economic
developments  in  the service  area, competition  from other  similar providers,
efforts by  insurers  and  governmental agencies  to  limit  rates,  legislation
establishing  state rate-setting agencies,  expenses, government regulation, the
cost and possible unavailability of  malpractice insurance, and the  termination
or  restriction of governmental financial  assistance, including that associated
with Medicare, Medicaid and other  similar third party payor programs.  Medicare
reimbursements are currently calculated on a prospective basis and are not based
on  a provider's actual costs. Such method of reimbursement may adversely affect
reimbursements to hospitals and other facilities for services provided under the
Medicare program and thereby may have an  adverse effect on the ability of  such
institutions  to satisfy  debt service requirements.  In the event  of a default
upon a bond  secured by hospital  facilities, the limited  alternative uses  for
such  facilities may result  in the recovery upon  such collateral not providing
sufficient funds to fully repay the bonds.
 
    Certain hospital  bonds  provide for  redemption  at par  upon  the  damage,
destruction  or  condemnation of  the hospital  facilities  or in  other special
circumstances.
 
    HOUSING OBLIGATIONS.  Some  of the Bonds  in a Trust  may be obligations  of
issuers  whose revenues  are primarily  derived from  mortgage loans  to housing
projects for  low  to  moderate  income  families.  Such  issues  are  generally
characterized  by mandatory redemption at par or,  in the case of original issue
discount bonds, accreted  value in  the event of  economic defaults  and in  the
event of a failure of the operator of a project to comply with certain covenants
as  to the operation of the project. The failure of such operator to comply with
certain covenants related  to the tax-exempt  status of interest  on the  Bonds,
such  as provisions requiring that a specified  percentage of units be rented or
available for rental to low or moderate income families, potentially could cause
interest on such Bonds to be subject to Federal income taxation from the date of
issuance of the Bonds. The ability of such issuers to make debt service payments
will  be  affected  by  events  and  conditions  affecting  financed   projects,
including,  among other  things, the  achievement and  maintenance of sufficient
occupancy levels and  adequate rental income,  employment and income  conditions
prevailing  in local labor markets, increases  in taxes, utility costs and other
operating expenses, the managerial ability of project managers, changes in  laws
and  governmental regulations,  the appropriation  of subsidies,  and social and
economic trends  affecting the  localities in  which the  projects are  located.
Occupancy of such housing projects may be adversely affected by high rent levels
and income limitations imposed under Federal and state programs.
 
    SINGLE  FAMILY MORTGAGE REVENUE BONDS.  Some of  the Bonds in a Trust may be
single family  mortgage revenue  bonds,  which are  issued  for the  purpose  of
acquiring  from originating financial institutions notes secured by mortgages on
residences located within the issuer's boundaries and owned by persons of low or
moderate income. Mortgage  loans are generally  partially or completely  prepaid
prior  to their  final maturities  as a  result of  events such  as sale  of the
mortgaged premises, default, condemnation or casualty loss. Because these  bonds
are  subject to extraordinary mandatory redemption in whole or in part from such
prepayments of mortgage loans, a substantial portion of such bonds will probably
be redeemed prior to their scheduled maturities or even prior to their  ordinary
call dates. Extraordinary mandatory redemption without premium could also result
from  the failure  of the  originating financial  institutions to  make mortgage
loans in sufficient amounts within a specified time period. The redemption price
of such issues may be more or less
 
                                       2
<PAGE>
than the offering  price of such  bonds. Additionally, unusually  high rates  of
default  on the underlying mortgage loans  may reduce revenues available for the
payment of  principal of  or interest  on such  mortgage revenue  bonds.  Single
family  mortgage revenue bonds issued after  December 31, 1980 were issued under
Section 103A of the Internal Revenue Code of 1954, as amended, or Section 143 of
the Internal Revenue Code of  1986, which Sections contain certain  requirements
relating  to the use of the proceeds of  such bonds in order for the interest on
such bonds to  retain its tax-exempt  status. In  each case, the  issuer of  the
bonds  has covenanted to comply with applicable requirements and bond counsel to
such issuer has issued an opinion that the interest on the bonds is exempt  from
Federal  income  tax  under  existing  laws and  regulations.  There  can  be no
assurance that such continuing  requirements will be  satisfied; the failure  to
meet  such  requirements could  cause interest  on  the Bonds  to be  subject to
Federal income taxation, possibly from the date of issuance of the Bonds.
 
    FEDERALLY ENHANCED  OBLIGATIONS.   Some of  the mortgages  which secure  the
various  health care or housing projects which underlie the previously discussed
Health Facility, Housing,  and Single Family  Mortgage Revenue Obligations  (the
"Obligations")  in a Trust may be  insured by the Federal Housing Administration
("FHA"). Under FHA  regulations, the  maximum insurable  mortgage amount  cannot
exceed  90%  of the  FHA's  estimated value  of  the project.  The  FHA mortgage
insurance does not constitute a guarantee of timely payment of the principal  of
and  interest on the Obligations. Payment  of mortgage insurance benefits may be
(1) less than the principal amount of Obligations outstanding or (2) delayed  if
disputes  arise as to  the amount of the  payment or if  certain notices are not
given to the FHA within  the prescribed time periods.  In addition, some of  the
previously  discussed Obligations may be secured by mortgage-backed certificates
guaranteed by the  Government National Mortgage  Association ("GNMA"), a  wholly
owned  corporate  instrumentality  of  the  United  States,  and/or  the Federal
National  Mortgage  Association  ("Fannie   Mae")  a  federally  chartered   and
stockholder-owed  corporation. GNMA and  Fannie Mae guarantee  timely payment of
principal and  interest  on the  mortgage-backed  certificates, even  where  the
underlying   mortgage  payments   are  not  made.   While  such  mortgage-backed
certificates are often pledged  to secure payment of  principal and interest  on
the  Obligations, timely payment of interest and principal on the Obligations is
not insured or guaranteed by  the United States, GNMA,  Fannie Mae or any  other
governmental  agency or  instrumentality. The  GNMA mortgage-backed certificates
constitute a general obligation  of the United States  backed by its full  faith
and  credit. The obligations of Fannie  Mae, including its obligations under the
Fannie Mae mortgage-backed securities, are obligations solely of Fannie Mae  and
are  not backed  by, or  entitled to, the  full faith  and credit  of the United
States.
 
    INDUSTRIAL REVENUE OBLIGATIONS.   Certain  of the Bonds  in a  Trust may  be
industrial  revenue bonds  ("IRBs"), including pollution  control revenue bonds,
which  are  tax-exempt  securities  issued  by  states,  municipalities,  public
authorities  or similar entities to finance  the cost of acquiring, constructing
or improving various industrial projects. These projects are usually operated by
corporate entities. Issuers are obligated only to pay amounts due on the IRBs to
the extent that funds are available from the unexpended proceeds of the IRBs  or
receipts  or revenues of the issuer under  an arrangement between the issuer and
the corporate operator of  a project. The  arrangement may be in  the form of  a
lease, installment sale agreement, conditional sale agreement or loan agreement,
but  in each case  the payments to the  issuer are designed  to be sufficient to
meet the  payments of  amounts due  on the  IRBs. Regardless  of the  structure,
payment  of IRBs is solely dependent  upon the creditworthiness of the corporate
operator of  the  project and,  if  applicable, corporate  guarantor.  Corporate
operators  or  guarantors may  be affected  by  many factors  which may  have an
adverse impact on  the credit  quality of  the particular  company or  industry.
These include cyclicality of revenues and earnings, regulatory and environmental
restrictions,  litigation  resulting  from  accidents  or environmentally-caused
illnesses, extensive competition  and financial deterioration  resulting from  a
corporate  restructuring pursuant to a leveraged buy-out, takeover or otherwise.
Such a restructuring  may result in  the operator of  a project becoming  highly
leveraged  which may have an impact on such operator's creditworthiness which in
turn would have  an adverse impact  on the  rating and/or market  value of  such
Bonds.  Further, the  possibility of  such a  restructuring may  have an adverse
impact on the market for and consequently  the value of such Bonds, even  though
no actual takeover or other action is ever contemplated or effected. The IRBs in
a  Trust may be subject to  special or extraordinary redemption provisions which
may provide for redemption  at par or,  in the case  of original issue  discount
bonds,  accreted value. The  Sponsor cannot predict the  causes or likelihood of
the redemption of IRBs in a Trust prior to the stated maturity of such Bonds.
 
    ELECTRIC UTILITY  OBLIGATIONS.    Some  of  the Bonds  in  a  Trust  may  be
obligations  of issuers  whose revenues are  primarily derived from  the sale of
electric energy. The problems  faced by such issuers  include the difficulty  in
obtaining  approval for timely  and adequate rate  increases from the applicable
public utility  commissions,  the  difficulty of  financing  large  construction
programs,  increased competition, reductions  in estimates of  future demand for
electricity in certain areas of the  country, the limitations on operations  and
increased  costs and  delays attributable  to environmental  considerations, the
difficulty of the capital market
 
                                       3
<PAGE>
in absorbing utility debt, the difficulty in obtaining fuel at reasonable prices
and  the  effect  of  energy  conservation.  All  of  such  issuers  have   been
experiencing certain of these problems in varying degrees. In addition, Federal,
state  and  municipal  governmental authorities  may  from time  to  time review
existing,  and   impose  additional,   regulations  governing   the   licensing,
construction  and operation of nuclear power  plants, which may adversely affect
the ability of the issuers of certain of  the Bonds in a Trust to make  payments
of principal and/or interest on such Bonds.
 
    TRANSPORTATION  FACILITY REVENUE BONDS.  Some of the Bonds in a Trust may be
obligations of issuers which  are payable from and  secured by revenues  derived
from  the ownership and operation of airports, public transit systems and ports.
The major portion of  an airport's gross operating  income is generally  derived
from  fees received  from airlines pursuant  to use agreements  which consist of
annual payments for airport  use, occupancy of  certain terminal space,  service
fees  and  leases. Airport  operating income  may therefore  be affected  by the
ability of the airlines to meet their obligations under the use agreements.  The
air  transport industry is  experiencing significant variations  in earnings and
traffic,  due  to  increased  competition,  excess  capacity,  increased  costs,
deregulation,  traffic constraints and  other factors, and  several airlines are
experiencing severe financial difficulties.  In particular, facilities with  use
agreements involving airlines experiencing financial difficulty may experience a
reduction  in revenue due  to the possible  inability of these  airlines to meet
their use  agreement  obligations because  of  such financial  difficulties  and
possible  bankruptcy.  The Sponsor  cannot  predict what  effect  these industry
conditions may have on airport revenues  which are dependent for payment on  the
financial  condition of the  airlines and their usage  of the particular airport
facility. Bonds that are secured primarily by the revenue collected by a  public
transit  system  typically are  additionally secured  by a  pledge of  sales tax
receipts collected  at  the state  or  local  level, or  of  other  governmental
financial assistance. Transit system net revenues will be affected by variations
in  utilization,  which  in  turn  may  be  affected  by  the  degree  of  local
governmental subsidization, demographic and  population shifts, and  competition
from  other forms  of transportation;  and by  increased costs,  including costs
resulting from previous deferrals of maintenance. Port authorities derive  their
revenues  primarily from fees imposed on ships using the facilities. The rate of
utilization of such facilities may fluctuate depending on the local economy  and
on  competition from  competing forms  of transportation  such as  air, rail and
trucks.
 
    WATER AND/OR SEWERAGE  OBLIGATIONS.  Some  of the  Bonds in a  Trust may  be
obligations  of issuers whose revenues are derived from the sale of water and/or
sewerage services. Such Bonds are generally payable from user fees. The problems
of such  issuers  include  the  ability  to  obtain  timely  and  adequate  rate
increases,  population decline resulting in  decreased user fees, the difficulty
of financing  large construction  programs, the  limitations on  operations  and
increased  costs and  delays attributable  to environmental  considerations, the
increasing difficulty of obtaining or  discovering new supplies of fresh  water,
the  effect  of  conservation  programs and  the  impact  of  "no-growth" zoning
ordinances. All of such issuers have been experiencing certain of these problems
in varying degrees.
 
    UNIVERSITY AND COLLEGE REVENUE  OBLIGATIONS.  Some of  the Bonds in a  Trust
may  be obligations  of issuers  which are,  or which  govern the  operation of,
colleges and universities and  whose revenues are  derived mainly from  tuition,
dormitory  revenues,  grants and  endowments. General  problems of  such issuers
include the prospect of a declining  percentage of the population consisting  of
"college"  age  individuals,  possible  inability  to  raise  tuitions  and fees
sufficiently to cover  increased operating costs,  the uncertainty of  continued
receipt  of  Federal grants  and state  funding,  and government  legislation or
regulations which may adversely  affect the revenues or  costs of such  issuers.
All  of such issuers have been experiencing certain of these problems in varying
degrees.
 
    BRIDGE AUTHORITY AND TOLLROAD OBLIGATIONS.  Some of the Bonds in a Trust may
be obligations  of issuers  which derive  their payments  from bridge,  road  or
tunnel toll revenues. The revenues of such an issuer could be adversely affected
by  competition from toll-free vehicular bridges and roads and alternative modes
of transportation. Such revenues could also be adversely affected by a reduction
in the availability of fuel to  motorists or significant increases in the  costs
thereof.  Specifically, governmental regulations restricting the use of vehicles
in the New  York City  metropolitan area may  adversely affect  revenues of  the
Triborough Bridge and Tunnel Authority.
 
    DEDICATED-TAX  SUPPORTED  BONDS.   Some  of  the  Bonds in  a  Trust  may be
obligations of issuers which are payable from and secured by tax revenues from a
designated source, which revenues are pledged  to secure the bonds. The  various
types  of Bonds  described below  differ in  structure and  with respect  to the
rights of the bondholders to the underlying property. Each type of dedicated-tax
supported Bond has distinct risks, only some  of which are set forth below.  One
type  of dedicated-tax supported Bond is secured by the incremental tax received
on either real property or on  sales within a specifically defined  geographical
area;  such  tax generally  will  not provide  bondholders  with a  lien  on the
underlying property or revenues. Another type of dedicated-tax supported Bond is
secured by a special tax levied  on real property within a defined  geographical
area  in such  a manner that  the tax  is levied on  those who  benefit from the
project; such bonds
 
                                       4
<PAGE>
typically provide for  a statutory lien  on the underlying  property for  unpaid
taxes.  A third  type of dedicated-tax  supported Bond  may be secured  by a tax
levied upon the  manufacture, sale  or consumption  of commodities  or upon  the
license  to pursue  certain occupations  or upon  corporate privileges  within a
taxing jurisdiction. As  to any  of these  types of  Bonds, the  ability of  the
designated revenues to satisfy the interest and principal payments on such bonds
may  be affected by changes  in the local economy,  the financial success of the
enterprise responsible for the payment of  the taxes, the value of any  property
on which taxes may be assessed and the ability to collect such taxes in a timely
fashion.  Each of these  factors will have  a different affect  on each distinct
type of dedicated-tax supported bonds.
 
    MUNICIPAL LEASE BONDS.  Some of the Bonds in a Trust may be obligations that
are secured  by lease  payments  of a  governmental  entity. Such  payments  are
normally  subject to  annual budget  appropriations of  the leasing governmental
entity. A governmental  entity that enters  into such a  lease agreement  cannot
obligate  future  governments to  appropriate for  and  make lease  payments but
covenants to take such action as is necessary to include any lease payments  due
in  its budgets and to make the appropriations therefor. A governmental entity's
failure to appropriate for and to make payments under its lease obligation could
result in insufficient funds  available for payment  of the obligations  secured
thereby.
 
    ORIGINAL  ISSUE DISCOUNT  BONDS AND  STRIPPED OBLIGATIONS.   Certain  of the
Bonds in a Trust may be original  issue discount bonds. These Bonds were  issued
with  nominal  interest rates  less than  the rates  then offered  by comparable
securities and as a  consequence were originally sold  at a discount from  their
face,  or par, values. This original  issue discount, the difference between the
initial purchase price and face value, is deemed under current law to accrue  on
a  daily basis and the accrued portion  is treated as tax-exempt interest income
for federal income tax purposes. On  sale or redemption, gain, if any,  realized
in  excess of the earned  portion of original issue  discount will be taxable as
capital gain. See "What is the Tax Status of Unitholders". The current value  of
an original issue discount bond reflects the present value of its face amount at
maturity. In a stable interest rate environment, the market value of an original
issue  discount bond would  tend to increase  more slowly in  early years and in
greater increments as the bond approached maturity.
 
    Certain of the original issue discount bonds  in a Trust may be zero  coupon
bonds. Zero coupon bonds do not provide for the payment of any current interest;
the  buyer receives only the right to receive a final payment of the face amount
of the bond at its maturity. The effect  of owning a zero coupon bond is that  a
fixed  yield is earned not only on  the original investment but also, in effect,
on all  discount  earned  during  the life  of  the  obligation.  This  implicit
reinvestment of earnings at the same rate eliminates the risk of being unable to
reinvest  the income on such obligation at a rate as high as the implicit yield,
but at the same time also eliminates the holder's ability to reinvest at  higher
rates  in  the  future.  For  this reason,  zero  coupon  bonds  are  subject to
substantially greater  price  fluctuations  during periods  of  changing  market
interest  rates  than are  securities of  comparable  quality that  pay interest
currently.
 
    Original issue discount bonds, including  zero coupon bonds, may be  subject
to  redemption at prices  based on the  issue price plus  the amount of original
issue  discount  accreted  to  redemption   (the  "accreted  value")  plus,   if
applicable,  some premium.  Pursuant to such  call provisions  an original issue
discount bond may be called prior to its maturity date at a price less than  its
face  value. See the  "Schedules of Investments" for  more information about the
call provisions of portfolio Bonds.
 
    Certain of the Bonds in a Trust may be Stripped Obligations, which represent
evidences of  ownership with  respect to  either the  principal amount  of or  a
payment  of interest on a tax-exempt  obligation. An obligation is "stripped" by
depositing it with  a custodian, which  then effects a  separation in  ownership
between  the bond and any interest payment which has not yet become payable, and
issues evidences of ownership with respect to such constituent parts. A Stripped
Obligation therefore has economic characteristics similar to zero coupon  bonds,
as described above.
 
    Each  Stripped Obligation has  been purchased at a  discount from the amount
payable at maturity. With respect to each Unitholder, the Internal Revenue  Code
treats  as "original issue discount" that portion of the discount which produces
a yield to maturity (as of the date of purchase of the Unitholder's Units) equal
to the lower of the coupon rate of interest on the underlying obligation or  the
yield  to maturity on the basis of  the purchase price of the Unitholder's Units
which is allocable to  each Stripped Obligation.  Original issue discount  which
accrues with respect to a Stripped Obligation will be exempt from Federal income
taxation  to the  same extent  as interest  on the  underlying obligations. (See
"What Is The Tax Status of Unitholders?")
 
    Unitholders should consult their own tax advisers with respect to the  state
and  local tax consequences of owning  original issue discount bonds or Stripped
Obligations. Under applicable  provisions governing determination  of state  and
local  taxes, interest on original issue  discount bonds or Stripped Obligations
may be deemed  to be received  in the year  of accrual even  though there is  no
corresponding cash payment.
 
                                       5
<PAGE>
WHY AND HOW ARE THE BONDS INSURED?
 
   
INSURANCE ON BONDS
    
 
   
INSURED  TRUSTS--Insurance  guaranteeing the  timely payment,  when due,  of all
principal and interest on the Bonds in  each Insured Trust has been obtained  by
the  Sponsor or by the issuers or  underwriters of Bonds from the MBIA Insurance
Corporation (the "Insurer").  Some of  the Bonds in  each Insured  Trust may  be
covered  by  a  policy or  policies  of  insurance obtained  by  the  issuers or
underwriters of  the  Bonds  from  Municipal  Bond  Insurance  Association  (the
"Association") or Bond Investors Guaranty Insurance Company ("BIG"). The Insurer
has  issued a policy or policies of insurance  covering each of the Bonds in the
Insured Trusts, each policy to remain in force until the payment in full of such
Bonds and whether or not the Bonds continue  to be held by an Insured Trust.  By
the  terms  of each  policy the  Insurer will  unconditionally guarantee  to the
holders or owners of the Bonds the payment, when due, required of the issuer  of
the  Bonds of an amount equal  to the principal of and  interest on the Bonds as
such payments shall become due but not be paid (except that in the event of  any
acceleration  of the due  date of principal  by reason of  mandatory or optional
redemption, default or otherwise, the payments  guaranteed will be made in  such
amounts  and  at  such times  as  would have  been  due  had there  not  been an
acceleration). The  Insurer will  be  responsible for  such payments,  less  any
amounts  received by the holders or owners of the Bonds from any trustee for the
bond issuers or  from any other  sources other than  the Insurer. The  Insurer's
policies  relating to small  industrial development bonds  and pollution control
revenue bonds also guarantee the full and complete payments required to be  made
by  or on behalf  of an issuer  of Bonds pursuant  to the terms  of the Bonds if
there occurs an event which results in the loss of the tax-exempt status of  the
interest  on such Bonds,  including principal, interest  or premium payments, if
any, as and when thereby required. The Insurer has indicated that its  insurance
policies  do not insure the payment of  principal or interest on bonds which are
not required to be paid by the issuer thereof because the bonds were not validly
issued; as  indicated  under  "What  is the  Tax  Status  of  Unitholders?"  the
respective  issuing authorities have received  opinions of bond counsel relating
to the valid issuance of each of the Bonds in the Insured Trusts. The  Insurer's
policy  also does not insure against non-payment  of principal of or interest on
the Bonds resulting from the insolvency, negligence or any other act or omission
of the trustee or other paying agent for the Bonds. The policy is not covered by
the Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law. The policies are non-cancellable and the insurance  premiums
have  been fully paid on or prior to  the Date of Deposit, either by the Sponsor
or, if a policy has been obtained by a Bond issuer, by such issuer.
    
 
    Upon notification from  the trustee  for any bond  issuer or  any holder  or
owner of the Bonds or coupons that such trustee or paying agent has insufficient
funds  to pay any  principal or interest in  full when due,  the Insurer will be
obligated to deposit funds  promptly with State Street  Bank and Trust  Company,
N.A.,  New York, New York, as fiscal  agent for the Insurer, sufficient to fully
cover the deficit. If notice of nonpayment is received on or after the due date,
the Insurer will provide for payment  within one business day following  receipt
of  the notice. Upon payment  by the Insurer of  any Bonds, coupons, or interest
payments, the Insurer shall succeed  to the rights of  the owner of such  Bonds,
coupons or interest payments with respect thereto.
 
    The  Insurer is the principal operating subsidiary of MBIA, Inc., a New York
Stock Exchange listed company. MBIA, Inc. is  not obligated to pay the debts  of
or  claims against the  Insurer. The Insurer is  a limited liability corporation
rather than a  several liability association.  The Insurer is  domiciled in  the
State  of New York and licensed to do business in all 50 states, the District of
Columbia, the  Commonwealth of  Puerto Rico,  the Commonwealth  of the  Northern
Mariana  Islands, the Virgin Islands  of the United States  and the Territory of
Guam. The Insurer has one European branch in the Republic of France.
 
    As of December  31, 1993  the Insurer had  admitted assets  of $3.1  billion
(audited),  total liabilities of  $2.1 billion (audited),  and total capital and
surplus of  $978  million  (audited) determined  in  accordance  with  statutory
accounting   practices   prescribed   or  permitted   by   insurance  regulatory
authorities. As of December  31, 1994, the Insurer  had admitted assets of  $3.4
billion  (audited),  total  liabilities  of $2.3  billion  (audited),  and total
capital and  surplus of  $1.1 billion  (audited) determined  in accordance  with
statutory  accounting practices prescribed or  permitted by insurance regulatory
authorities. Copies of the Insurer's  year end financial statements prepared  in
accordance  with statutory accounting practices  are available from the Insurer.
The address of the Insurer is 113 King Street, Armonk, New York 10504.
 
    Each insurance company comprising the Association will be severally and  not
jointly  obligated  under the  Association  policy in  the  following respective
percentages:  The  AEtna  Casualty  and  Surety  Company,  33%;  Fireman's  Fund
Insurance  Company, 30%; The  Travelers Indemnity Company,  15%; AEtna Insurance
Company (now  known  as CIGNA  Property  and  Casualty Company),  12%;  and  The
Continental  Insurance Company, 10%.  As a several  obligor, each such insurance
company will be  obligated only to  the extent  of its percentage  of any  claim
under  the  Association policy  and  will not  be  obligated to  pay  any unpaid
obligation of any other member of the
 
                                       6
<PAGE>
Association. Each  insurance company's  participation is  backed by  all of  its
assets.  However,  each insurance  company is  a  multiline insurer  involved in
several lines of insurance other than  municipal bond insurance, and the  assets
of  each insurance  company also  secure all of  its other  insurance policy and
surety bond obligations.
 
    The following table sets forth certain unaudited financial information  with
respect  to  the  five  insurance  companies  comprising  the  Association.  The
statistics, which have been furnished by the Association, are as reported by the
insurance  companies  to  the  New  York  State  Insurance  Department  and  are
determined in accordance with statutory accounting principles. No representation
is  made herein as to the accuracy or  adequacy of such information or as to the
absence of material adverse changes in  such information subsequent to the  date
thereof.  In addition,  these numbers  are subject to  revision by  the New York
State Insurance Department which, if revised, could either increase or  decrease
the amounts.
 
                      MUNICIPAL BOND INSURANCE ASSOCIATION
      FIVE MEMBER COMPANIES ASSETS AND POLICYHOLDERS' SURPLUS (UNAUDITED)
                           AS OF SEPTEMBER 30, 1994.
                                (000'S OMITTED)
 
<TABLE>
<CAPTION>
                                                                                   NEW YORK         NEW YORK         NEW YORK
                                                                                   STATUTORY        STATUTORY     POLICYHOLDERS
                                                                                    ASSETS         LIABILITIES       SURPLUS
                                                                                ---------------  ---------------  --------------
<S>                                                                             <C>              <C>              <C>
The AEtna Casualty & Surety Company...........................................  $    10,030,200  $     8,275,300   $  1,754,900
Fireman's Fund Insurance Company..............................................        6,815,775        4,904,534      1,911,241
The Travelers Indemnity Company...............................................       10,295,359        8,515,392      1,779,967
CIGNA Property and Casualty Company (formerly AEtna Insurance Company)........        5,112,251        4,842,235        270,016
The Continental Insurance Company.............................................        2,794,536        2,449,805        344,731
                                                                                ---------------  ---------------  --------------
        Total.................................................................  $    35,048,121  $    28,987,266   $  6,060,855
                                                                                ---------------  ---------------  --------------
                                                                                ---------------  ---------------  --------------
</TABLE>
 
   Standard & Poor's Corporation rates all new issues insured by the Association
"AAA" Prime Grade.
 
   Moody's  Investors Service rates  all bond issues  insured by the Association
"Aaa" and  short term  loans  "MIG 1",  both designated  to  be of  the  highest
quality.
 
   Each  such rating should  be evaluated independently of  any other rating. No
application has  been  made  to any  other  rating  agency in  order  to  obtain
additional  ratings  on the  Bonds. The  ratings  reflect the  respective rating
agency's current assessment of the  creditworthiness of the Association and  its
ability  to pay claims on its policies  of insurance. Any further explanation as
to the  significance  of  the  above  ratings may  be  obtained  only  from  the
applicable rating agency.
 
   Moody's  Investors Service rates all bond issues insured by the Insurer "Aaa"
and short-term loans "MIG 1," both designated to be of the highest quality.
 
   Standard &  Poor's Ratings  Group, a  division of  McGraw Hill  ("Standard  &
Poor's") rates all new issues insured by the Insurer "AAA" Prime Grade."
 
   The  Moody's  Investors Service  rating of  the  Insurer should  be evaluated
independently of the  Standard & Poor's  Corporation rating of  the Insurer.  No
application  has  been  made to  any  other  rating agency  in  order  to obtain
additional ratings  on the  Bonds.  The ratings  reflect the  respective  rating
agency's  current  assessment of  the creditworthiness  of  the Insurer  and its
ability to  pay  claims  on  its policies  of  insurance  (See  "Description  of
Ratings.")  Any further explanation as to  the significance of the above ratings
may be obtained only from the applicable rating agency.
 
   The above ratings are not recommendations to buy, sell or hold the Bonds, and
such ratings may be subject to revision or withdrawal at any time by the  rating
agencies. Any downward revision or withdrawal of either or both ratings may have
an adverse effect on the market price of the Bonds.
 
   Because the insurance on the Bonds will be effective so long as the Bonds are
outstanding, such insurance will be taken into account in determining the market
value  of the Bonds and therefore some value attributable to such insurance will
be included in the value of the Units of the Insured Trusts. The insurance  does
not, however, guarantee the market value of the Bonds or of the Units.
 
TRADITIONAL  TRUSTS--Insurance guaranteeing the timely payment, when due, of all
principal and interest  on certain Bonds  in a Traditional  Trust may have  been
obtained  by the Sponsor, issuer or underwriter of the particular Bonds involved
or by another party. Such  insurance, which provides coverage substantially  the
same  as that  obtained with  respect to  Bonds in  Insured Trusts  as described
above, is effective so long as the insured Bond is
 
                                       7
<PAGE>
outstanding and the insurer remains in  business. Insurance relates only to  the
particular  Bond and not to  the Units offered hereby  or to their market value.
Insured Bonds have received a rating of "Aaa" by Moody's Investors Service, Inc.
and/or "AAA" by Standard & Poor's Corporation in recognition of such insurance.
 
    If a Bond  in a Traditional  Trust is insured,  the Schedule of  Investments
will identify the insurer. Such insurance will be provided by Financial Guaranty
Insurance   Company  ("FGIC"),  AMBAC   Indemnity  Corporation  ("AMBAC"),  Bond
Investors Guaranty  Insurance  Company, now  known  as MBIA  Corp.  of  Illinois
("BIG"),   Capital  Guaranty  Insurance  Company  ("CGIC"),  Financial  Security
Assurance,   Inc.   ("FSA"),   Municipal   Bond   Insurance   Association   (the
"Association"),  MBIA  Insurance Corporation  ("MBIA")  or Connie  Lee Insurance
Company ("ConnieLee"). The Sponsor to  date has purchased and presently  intends
to purchase insurance for Bonds in Traditional Trusts exclusively from MBIA (see
the  preceding disclosure  regarding MBIA). There  can be no  assurance that any
insurer listed therein  will be  able to satisfy  its commitments  in the  event
claims  are made in the future. However, Standard & Poor's Corporation has rated
the claims-paying ability of each  insurer "AAA," and Moody's Investors  Service
has  rated  all bonds  insured by  each such  insurer, except  ConnieLee, "Aaa."
Moody's Investor's Service gives no ratings for bonds insured by ConnieLee.
 
    Because any such insurance  will be effective so  long as the insured  Bonds
are  outstanding, such insurance  will be taken into  account in determining the
market value  of  such Bonds  and  therefore  some value  attributable  to  such
insurance  will be included in the value of the Units of the Trust that includes
such Bonds. The insurance does not,  however, guarantee the market value of  the
Bonds or of the Units.
 
   
HOW IS THE PUBLIC OFFERING PRICE DETERMINED?
    
 
   
SECONDARY  MARKET  SALES  CHARGE--The sales  charge  assessed on  Units  sold in
secondary market transactions  is determined  in accordance with  the table  set
forth  below based upon  the number of  years remaining to  the maturity of each
such Bond. The effect of  this method of sales  charge calculation will be  that
different  sales charge rates  will be applied  to the various  Bonds in a Trust
portfolio based  upon the  maturities  of such  Bonds,  in accordance  with  the
following  schedule. As shown, the sales charge  on Bonds in each maturity range
(and therefore  the aggregate  sales charge  on the  purchase) is  reduced  with
respect to purchases of at least $50,000 or 500 Units:
    
<TABLE>
<CAPTION>
                                                                                  AMOUNT OF PURCHASE*
                                                     ------------------------------------------------------------------------------
<S>                                                  <C>          <C>          <C>          <C>          <C>          <C>
                                                                    $50,000     $100,000     $250,000     $500,000     $1,000,000
                                                        UNDER         TO           TO           TO           TO            TO
YEARS TO MATURITY                                      $50,000      $99,999     $249,999     $499,999     $999,999     $2,499,999
- ---------------------------------------------------  -----------  -----------  -----------  -----------  -----------  -------------
Less than 1........................................           0            0            0            0            0             0
1 but less than 2..................................       1.523%       1.446%       1.369%       1.317%       1.215%        1.061%
2 but less than 3..................................       2.041        1.937        1.833        1.729        1.626         1.420
3 but less than 4..................................       2.564        2.433        2.302        2.175        2.041         1.781
4 but less than 5..................................       3.093        2.961        2.828        2.617        2.459         2.175
5 but less than 7..................................       3.627        3.433        3.239        3.093        2.881         2.460
7 but less than 10.................................       4.167        3.951        3.734        3.520        3.239         2.828
10 but less than 13................................       4.712        4.467        4.221        4.004        3.788         3.253
13 but less than 16................................       5.263        4.988        4.712        4.439        4.167         3.627
16 or more.........................................       5.820        5.542        5.263        4.987        4.603         4.004
 
<CAPTION>
 
<S>                                                  <C>            <C>
                                                      $2,500,000
                                                          TO         $5,000,000
YEARS TO MATURITY                                     $4,999,999       OR MORE
- ---------------------------------------------------  -------------  -------------
Less than 1........................................            0              0
1 but less than 2..................................         .900%          .750%
2 but less than 3..................................        1.225          1.030
3 but less than 4..................................        1.546          1.310
4 but less than 5..................................        1.883          1.590
5 but less than 7..................................        2.165          1.870
7 but less than 10.................................        2.489          2.150
10 but less than 13................................        2.842          2.430
13 but less than 16................................        3.169          2.710
16 or more.........................................        3.500          3.000
</TABLE>
 
 *Breakpoint  sales charges are computed both on a dollar basis and on the basis
  of the  number  of Units  purchased,  using the  equivalent  of 500  Units  to
  $50,000,  2,500 Units  to $250,000,  etc., and will  be applied  on that basis
  which is more favorable to the purchaser.
 
    The secondary market sales charges above  are expressed as a percent of  the
net  amount invested; expressed as  a percent of the  Public Offering Price, the
maximum sales charge on  any Trust, including one  consisting entirely of  Bonds
with  16 years  or more to  maturity, would be  5.50% (5.820% of  the net amount
invested). The  actual secondary  market  sales charge  included in  the  Public
Offering  Price of  any particular  Trust will depend  on the  maturities of the
Bonds in the portfolio of such Trust.
 
ACCUMULATION PLAN
 
The Sponsor, John Nuveen & Co.  Incorporated, is also the principal  underwriter
of  the  Nuveen Municipal  Bond Fund,  Inc. (the  "Bond Fund"),  Nuveen Tax-Free
Reserves, Inc. ("Tax-Free Reserves"), Nuveen California Tax-Free Fund, Inc. (the
"California Fund"),  Nuveen Tax-Free  Bond Fund,  Inc. ("Tax-Free  Bond  Fund"),
Nuveen  Insured Tax-Free  Bond Fund, Inc.  (the "Insured Bond  Fund") and Nuveen
Tax-Free Money  Market Fund,  Inc.  (the "Money  Market  Fund") and  the  Nuveen
Multistate  Tax-Free  Trust  (the  "Multistate  Trust").  Each  of  these  funds
(together, the  "Accumulation Funds")  is  an open-end,  diversified  management
investment   company  into  which  Unitholders  may  choose  to  reinvest  Trust
distributions automatically,  without any  sales  charge. (Reinvestment  in  the
California  Fund is available only to  Unitholders who are California residents.
Reinvestment in the State Portfolios of the Tax-Free Bond Fund, the Insured Bond
Fund, the
 
                                       8
<PAGE>
Money Market Fund and the Multistate Trust is available only to Unitholders  who
are  residents of the  states for which such  portfolios are named.) Unitholders
may  reinvest   both  interest   and   principal  distributions   or   principal
distributions  only.  Each  Accumulation Fund  has  investment  objectives which
differ in certain respects from those of the Trusts and may invest in securities
which would not be eligible for deposit in the Trusts. The investment adviser to
each Accumulation Fund is  Nuveen Advisory Corp.,  a wholly-owned subsidiary  of
the Sponsor. The following is a general description of the investment objectives
and  policies  of  each  Accumulation Fund.  For  a  more  detailed description,
Unitholders should read the  prospectus of the Accumulation  Fund in which  they
are interested.
 
THE BOND FUND
 
    The  Bond  Fund has  the  objective of  providing,  through investment  in a
professionally managed portfolio of long-term  municipal bonds, as high a  level
of  current interest income exempt from Federal income tax as is consistent with
preservation of capital. The Bond Fund  may include in its portfolio  tax-exempt
bonds  rated Baa or BBB or better by Moody's or Standard & Poor's, unrated bonds
which, in the  opinion of  the investment adviser,  have credit  characteristics
equivalent  to  bonds  rated  Baa  or  BBB  or  better,  and  certain  temporary
investments, including securities the interest income from which may be  subject
to Federal income tax.
 
TAX-FREE RESERVES
 
    Tax-Free  Reserves is a  "money market" fund that  includes in its portfolio
only obligations  maturing  within  one  year  from  the  date  of  acquisition,
maintains an average maturity of all investments of 120 days or less, values its
portfolio at amortized cost and seeks to maintain a net asset value of $1.00 per
share. It provides checkwriting and expedited wire redemption privileges for its
shareholders.   Tax-Free  Reserves  has  the  objective  of  providing,  through
investment in  a professionally  managed portfolio  of high  quality  short-term
municipal  obligations, as high  a level of current  interest income exempt from
Federal income  tax  as is  consistent  with  preservation of  capital  and  the
maintenance  of  liquidity.  Tax- Free  Reserves  may include  in  its portfolio
municipal obligations rated Aaa, Aa, MIG-1, VMIG-1 or Prime-1 by Moody's or AAA,
AA, SP-1 or A-1 by Standard & Poor's, unrated municipal obligations that, in the
opinion of the  investment adviser,  have credit  characteristics equivalent  to
obligations   rated  as  above,  tax-exempt   obligations  backed  by  the  U.S.
Government, and temporary investments that may be subject to Federal income tax.
 
THE CALIFORNIA FUND
 
    The California Fund has  the objective of  providing, through investment  in
professionally managed portfolios of California municipal obligations, as high a
level  of current interest income exempt from both Federal and California income
taxes as is consistent with the investment policies of each of the portfolios of
the California Fund  and with  preservation of  capital. Each  portfolio of  the
California  Fund may include  temporary investments that may  be subject to tax.
California Unitholders may reinvest in one of three portfolios of the California
Fund: The Nuveen California Tax-Free  Value Fund, the Nuveen California  Insured
Tax-Free Value Fund and the Nuveen California Tax-Free Money Market Fund.
 
    The  Nuveen California  Tax-Free Value  Fund invests  primarily in long-term
investment grade  California tax-exempt  bonds (I.E.,  bonds rated  in the  four
highest  categories by Moody's  or Standard &  Poor's or, if  unrated, that have
equivalent credit characteristics). The Nuveen California Insured Tax-Free Value
Fund invests  primarily in  the same  type of  investments as  the Special  Bond
Portfolio, each of which is covered by insurance guaranteeing the timely payment
of  principal  and  interest  or  is backed  by  a  deposit  of  U.S. Government
securities.
 
    The Nuveen  California  Tax-Free  Money Market  Fund  invests  primarily  in
high-quality  short term California tax-  exempt money market instruments (I.E.,
obligations rated in the two highest categories by Moody's or Standard &  Poor's
or,  if unrated,  that have  equivalent credit  characteristics). This portfolio
will include  only  obligations  maturing  within one  year  from  the  date  of
acquisition, will maintain an average maturity of all investments of 120 days or
less, will value its portfolio at amortized cost and will seek to maintain a net
asset value of $1.00 per share. The Nuveen California Tax-Free Money Market Fund
provides for an expedited wire redemption privilege.
 
THE TAX-FREE BOND FUND
 
    The  Tax-Free Bond Fund consists of  the Nuveen Massachusetts Tax-Free Value
Fund, the Nuveen New  York Tax-Free Value Fund,  the Nuveen Ohio Tax-Free  Value
Fund,  and the Nuveen New  Jersey Tax-Free Value Fund,  which are each available
for reinvestment to Unitholders  who are residents of  the state for which  such
portfolio  is  named. The  Tax-Free Bond  Fund has  the objective  of providing,
through investment in a professionally managed portfolio of municipal bonds,  as
high  a level of current interest income exempt both from Federal income tax and
from the  income  tax  imposed  by  each  portfolio's  designated  state  as  is
 
                                       9
<PAGE>
consistent  with preservation of capital. The  Tax-Free Bond Fund may include in
each of its  portfolios tax-exempt  bonds rated Baa  or BBB  or better;  unrated
bonds   which,  in   the  opinion  of   the  investment   adviser,  have  credit
characteristics equivalent to  bonds rated  Baa or  BBB or  better; and  certain
temporary  investments, including securities the  interest income from which may
be subject to Federal and state income tax.
 
THE INSURED BOND FUND
 
    The Insured Bond Fund  consists of the Nuveen  Insured Municipal Bond  Fund,
the  Nuveen Massachusetts  Insured Tax-Free Value  Fund and the  Nuveen New York
Insured Tax-Free  Value  Fund, which  are  each available  for  reinvestment  to
Unitholders.  (The Massachusetts and  New York Portfolios  are available only to
those Unitholders who  are residents  of the state  for which  the portfolio  is
named.) The Insured Bond Fund has the objective of providing, through investment
in  professionally managed  portfolios of  municipal bonds,  as high  a level of
current interest income exempt from both Federal income tax and, in the case  of
designated  state portfolios,  from the income  tax imposed  by each portfolio's
designated state, as  is consistent  with preservation of  capital. The  Insured
Bond  Fund may include in each of its portfolios the same type of investments as
the Tax-Free Bond Fund, each of  which is covered by insurance guaranteeing  the
timely  payment of  principal and  interest or  is backed  by a  deposit of U.S.
Government securities.
 
THE MONEY MARKET FUND
 
    The Money Market Fund  consists of the  Nuveen Massachusetts Tax-Free  Money
Market  Fund and the Nuveen New York  Tax-Free Money Market Fund, which are each
available for reinvestment  to Unitholders who  are residents of  the state  for
which  such portfolio is named. The Money Market Fund includes in its portfolios
only obligations  maturing  within  one  year  from  the  date  of  acquisition,
maintains  an average  maturity of  120 days or  less, values  its portfolios at
amortized cost and seeks to maintain a  net asset value of $1.00 per share.  The
Money  Market  Fund  has  the  objective  of  providing,  through  investment in
professionally  managed  portfolios   of  high   quality  short-term   municipal
obligations, as high a level of current interest income exempt both from Federal
income  tax and from the income tax imposed by each portfolio's designated state
as is consistent with stability of  principal and the maintenance of  liquidity.
The  Money  Market  Fund  may  include  in  each  of  its  portfolios  municipal
obligations rated Aaa, Aa, MIG-1, MIG- 2, VMIG-1, VMIG-2, Prime 1 or Prime 2  by
Moody's  or  AAA, AA,  SP-1,  SP-2, A-1  or A-2  by  Standard &  Poor's; unrated
municipal obligations  that, in  the  opinion of  the investment  adviser,  have
credit  characteristics equivalent to obligations  rated as above; and temporary
investments that may be subject to Federal and state income tax.
 
THE MULTISTATE TRUST
 
    The Multistate Trust consists of the Nuveen Arizona Tax-Free Value Fund, the
Nuveen Florida Tax-Free Value Fund, the Nuveen Maryland Tax-Free Value Fund, the
Nuveen Michigan Tax-Free Value Fund, the Nuveen New Jersey Tax-Free Value  Fund,
the  Nuveen Pennsylvania  Tax-Free Value Fund  and the Nuveen  Virginia Tax Free
Value Fund, which  are each available  for reinvestment to  Unitholders who  are
residents  of the state for which such  portfolio is named. The Multistate Trust
has the objective of providing,  through investment in a professionally  managed
portfolio  of municipal bonds, as high a level of current interest income exempt
from both regular Federal  income tax and the  applicable state personal  income
tax  as is  consistent with  preservation of  capital. The  Multistate Trust may
include in  each of  its portfolios  tax-exempt bonds  rated "Baa"  or "BBB"  or
better,  unrated bonds  which, in  the opinion  of the  investment advisor, have
credit characteristics  equivalent to  bonds  rated "baa"  or "BBB"  or  better,
limited  to  no more  than 20%  of  the Multistate  Trust's assets,  and certain
temporary investments that may be subject to Federal and state income tax.
 
    Each person who purchases Units of a  Trust may become a participant in  the
Accumulation  Plan and elect  to have his  or her distributions  on Units of the
Trust invested directly in shares of one of the Accumulation Funds.  Reinvesting
Unitholders   may  select  any  interest  distribution  plan.  Thereafter,  each
distribution  of  interest  income  or  principal  on  the  participant's  Units
(principal  only in  the case of  a Unitholder  who has chosen  to reinvest only
principal distributions) will, on the applicable distribution date, or the  next
day  on which the New  York Stock Exchange is  normally open ("business day") if
the distribution  date is  not  a business  day,  automatically be  received  by
Shareholder  Services, Inc., transfer agent for  each of the Accumulation Funds,
on behalf of such participant  and applied on that  date to purchase shares  (or
fractions  thereof)  of  the Accumulation  Fund  chosen  at net  asset  value as
computed as of 4:00 p.m. eastern time on each such date. All distributions  will
be  reinvested  in the  Accumulation Fund  chosen  and no  part thereof  will be
retained in a  separate account. These  purchases will be  made without a  sales
charge.
 
                                       10
<PAGE>
INFORMATION ABOUT THE SPONSOR
 
John Nuveen & Co. Incorporated, the Sponsor and Underwriter, was founded in 1898
and  is  the oldest  and  largest investment  banking  firm specializing  in the
underwriting and distribution of tax-exempt securities and maintains the largest
research department in the investment  banking community devoted exclusively  to
the  analysis of municipal securities. In  1961 the Sponsor began sponsoring the
Nuveen Tax-Exempt Unit Trust and, since this  time, it has issued more than  $30
billion  in tax-exempt unit trusts, including over $8 billion in insured trusts.
The Sponsor is  also principal underwriter  of the Nuveen  Municipal Bond  Fund,
Inc.,  the Nuveen Tax-Exempt Money Market  Fund, Inc., Nuveen Tax-Free Reserves,
Inc., Nuveen California Tax-Free  Fund, Inc., Nuveen  Tax-Free Bond Fund,  Inc.,
Nuveen  Insured Tax-Free Bond Fund, Inc.  and Nuveen Tax-Free Money Market Fund,
Inc., all  registered open-end  management investment  companies, and  acted  as
co-managing  underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California
Municipal Value Fund, Inc., Nuveen New  York Municipal Value Fund, Inc.,  Nuveen
Municipal  Income  Fund, Inc.,  Nuveen California  Municipal Income  Fund, Inc.,
Nuveen New York  Municipal Income  Fund, Inc., Nuveen  Premium Income  Municipal
Fund,  Inc.,  Nuveen Performance  Plus Municipal  Fund, Inc.,  Nuveen California
Performance  Plus  Municipal  Fund,  Inc.,  Nuveen  New  York  Performance  Plus
Municipal  Fund, Inc., Nuveen  Municipal Advantage Fund,  Inc., Nuveen Municipal
Market Opportunity Fund,  Inc., Nuveen California  Municipal Market  Opportunity
Fund,  Inc., Nuveen  New York  Municipal Market  Opportunity Fund,  Inc., Nuveen
Investment Quality Municipal  Fund, Inc., Nuveen  California Investment  Quality
Municipal  Fund, Inc., Nuveen New York  Investment Quality Municipal Fund, Inc.,
Nuveen Insured Quality Municipal Fund,  Inc., Nuveen Florida Investment  Quality
Municipal  Fund, Nuveen  Pennsylvania Investment Quality  Municipal Fund, Nuveen
New Jersey  Investment  Quality Municipal  Fund,  Inc., and  the  Nuveen  Select
Quality  Municipal Fund, Inc.,  Nuveen California Quality  Municipal Fund, Inc.,
Nuveen New  York Select  Quality  Municipal Fund,  Inc., Nuveen  Quality  Income
Municipal  Fund, Inc., Nuveen  Insured Municipal Opportunity  Fund, Inc., Nuveen
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income  Municipal
Fund,  Inc., Nuveen New Jersey Quality  Income Municipal Fund, Inc., Nuveen Ohio
Quality  Income  Municipal  Fund,  Inc.,  Nuveen  Pennsylvania  Quality   Income
Municipal  Fund, Nuveen Texas  Quality Income Municipal  Fund, Nuveen California
Quality Income Municipal Fund,  Inc., Nuveen New  York Quality Income  Municipal
Fund,  Inc., Nuveen Premier  Insured Municipal Income  Fund, Inc., Nuveen Select
Tax Free Income  Portfolio, Nuveen Select  Tax Free Income  Portfolio 2,  Nuveen
Insured  California Select  Tax-Free Income  Portfolio, Nuveen  Insured New York
Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund 2,  Inc.,
Nuveen  Select Tax Free  Income Portfolio 3,  Nuveen Select Maturities Municipal
Fund, Nuveen  Insured California  Premium Income  Municipal Fund,  Inc.,  Nuveen
Arizona  Premium  Income Municipal  Fund,  Inc., Nuveen  Insured  Premium Income
Municipal Fund,  Inc., Nuveen  Insured Florida  Premium Income  Municipal  Fund,
Nuveen  Michigan Premium Income Municipal Fund,  Inc., Nuveen New Jersey Premium
Income Municipal Fund, Inc.,  Nuveen Insured New  York Premium Income  Municipal
Fund, Inc., Nuveen Ohio Premium Income Municipal Fund, Inc., Nuveen Pennsylvania
Premium  Income  Municipal Fund,  Nuveen  Texas Premium  Income  Municipal Fund,
Nuveen Premium Income Municipal Fund 4, Inc., Nuveen Pennsylvania Premium Income
Municipal Fund 2, Nuveen Insured Florida Premium Income Municipal Fund 2, Nuveen
Maryland Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal
Fund,  Nuveen  Massachusetts  Premium  Income  Municipal  Fund,  Nuveen  Insured
California  Premium  Income  Municipal Fund  2,  Inc., Nuveen  Insured  New York
Premium Income Municipal Fund 2, Nuveen New Jersey Premium Income Municipal Fund
2, Nuveen  Washington Premium  Income Municipal  Fund, Nuveen  Michigan  Premium
Income  Municipal Fund 2,  Nuveen Georgia Premium  Income Municipal Fund, Nuveen
Missouri Premium  Income  Municipal  Fund,  Nuveen  Connecticut  Premium  Income
Municipal  Fund, Nuveen North Carolina Premium Income Municipal Fund, Nuveen New
Jersey Premium Income Municipal Fund 3, Nuveen Florida Premium Income  Municipal
Fund,  Nuveen New York Premium Income  Municipal Fund, Nuveen California Premium
Income Municipal  Fund, Nuveen  Pennsylvania Premium  Income Municipal  Fund  3,
Nuveen  Maryland  Income  Municipal  Fund  2,  Nuveen  Virginia  Premium  Income
Municipal Fund 2, Nuveen  Ohio Premium Income Municipal  Fund 2, Nuveen  Insured
Premium Income Municipal Fund 2, Nuveen California Premium Income Municipal Fund
2,  all registered closed-end management  investment companies. These registered
open-end and closed-end investment companies currently have approximately  $32.8
billion  in  tax-exempt  securities  under  management.  Nationwide,  more  than
1,000,000 individual investors  have purchased  Nuveen's tax  exempt trusts  and
funds.  The  present  corporation  was  organized  in  1967  as  a  wholly-owned
subsidiary of Nuveen Corporation,  successor to the original  John Nuveen &  Co.
founded in 1898 as a sole proprietorship and incorporated in 1953. In 1974, John
Nuveen  &  Co. Incorporated  became a  wholly-owned subsidiary  of The  St. Paul
Companies, Inc., a financial  services management company  located in St.  Paul,
Minnesota.  On May 19, 1992, common shares comprising a minority interest in The
John Nuveen Company ("JNC"),  a newly organized corporation  which holds all  of
the  shares of  Nuveen, were  sold to  the general  public in  an initial public
offering. St. Paul retains a controlling interest in JNC with over 70% of  JNC's
shares.  The  Sponsor is  a  member of  the  National Association  of Securities
Dealers, Inc. and the Securities Industry Association and
 
                                       11
<PAGE>
has its principal offices located in Chicago (333 W. Wacker Drive) and New  York
(Swiss Bank Tower, 10 East 50th Street). It maintains 14 regional offices.
 
    To help advisers and investors better understand and more efficiently use an
investment  in the Trust  to reach their investment  goals, the Trust's sponsor,
John Nuveen &  Co. Incorporated,  may advertise and  create specific  investment
programs  and  systems.  For  example, such  activities  may  include presenting
information on how to use  an investment in the  Trust, alone or in  combination
with  an investment in other mutual funds or unit investment trusts sponsored by
Nuveen, to accumulate  assets for  future education needs  or periodic  payments
such  as  insurance  premiums.  The  Trust's  sponsor  may  produce  software or
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.
 
DESCRIPTION OF RATINGS*
 
    STANDARD & POOR'S CORPORATION.  A  description of the applicable Standard  &
Poor's Corporation rating symbols and their meanings follows:
 
    A  Standard & Poor's rating is  a current assessment of the creditworthiness
of an obligor with  respect to a specific  debt obligation. This assessment  may
take into consideration obligors such as guarantors, insurers or lessees.
 
    The  rating is not  a recommendation to  purchase, sell or  hold a security,
inasmuch as  it  does not  comment  as to  market  price or  suitability  for  a
particular investor.
 
    The  ratings are  based on  current information  furnished by  the issuer or
obtained by Standard & Poor's from other sources it considers reliable. Standard
& Poor's does not  perform an audit  in connection with any  rating and may,  on
occasion,  rely on unaudited financial information.  The ratings may be changed,
suspended or withdrawn  as a result  of changes in,  or unavailability of,  such
information, or for other circumstances.
 
    The ratings are based, in varying degrees, on the following considerations:
 
     I.  Likelihood  of default--capacity and  willingness of the  obligor as to
         the timely payment of interest and repayment of principal in accordance
         with the terms of the obligation;
 
     II.  Nature of and provisions of the obligation;
 
    III.  Protection afforded by,  and relative position  of, the obligation  in
          the  event of  bankruptcy, reorganization or  other arrangements under
          the laws of bankruptcy and other laws affecting creditors' rights.
 
    AAA--This is the  highest rating  assigned by Standard  & Poor's  to a  debt
obligation. Capacity to pay interest and repay principal is extremely strong.
 
    AA--Bonds  rated AA have  a very strong  capacity to pay  interest and repay
principal, and differ from the highest rated issues only in small degree.
 
    A--Bonds rated A have a strong capacity to pay interest and repay principal,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.
 
    BBB--Bonds rated BBB  are regarded  as having  an adequate  capacity to  pay
interest  and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse  economic  conditions  or changing  circumstances  are  more
likely  to lead to a  weakened capacity to pay  interest and repay principal for
bonds in this category than for bonds in the higher rated categories.
 
    PLUS (+) OR MINUS (-): The ratings from "AA" to "BB" may be modified by  the
addition  of a  plus or minus  sign to  show relative standing  within the major
rating categories.
 
    PROVISIONAL  RATINGS:  The   letter  "p"  indicates   that  the  rating   is
provisional.  A  provisional rating  assumes  the successful  completion  of the
project being financed by  the issuance of the  bonds being rated and  indicates
that  payment of debt service requirements is largely or entirely dependent upon
the successful and timely completion of the project. This rating, however, while
addressing credit  quality subsequent  to completion  of the  project, makes  no
comment  on the  likelihood of,  or the  risk of  default upon  failure of, such
completion. Accordingly,  the investor  should exercise  his own  judgment  with
respect to such likelihood and risk.
 
    NOTE  RATINGS:  A  Standard  & Poor's  note  rating  reflects  the liquidity
concerns and market access risks unique to  notes. Notes due in 3 years or  less
will  likely receive  a note  rating. Notes  maturing beyond  3 years  will most
likely receive a long-term debt rating.
 
- ----------
*As published by the rating companies.
 
                                       12
<PAGE>
    Note rating symbols are as follows:
 
        SP-1  Very strong  or strong  capacity to  pay principal  and  interest.
              Those   issues   determined   to   possess   overwhelming   safety
              characteristics will be given a plus (+) designation.
 
        SP-2  Satisfactory capacity to pay principal and interest.
 
RATINGS OF INSURED TRUST UNITS.
 
    A Standard  &  Poor's  Corporation's  rating on  the  units  of  an  insured
investment  trust (hereinafter referred to collectively as "units" and "trusts")
is a current assessment of creditworthiness with respect to the investment  held
by  such trust. This assessment takes  into consideration the financial capacity
of the  issuers and  of any  guarantors, insurers,  lessees or  mortgagors  with
respect to such investments. The assessment, however, does not take into account
the  extent to which trust  expenses or portfolio asset  sales for less than the
trust purchase price will reduce payment  to the unitholder of the interest  and
principal  required to be paid on the  portfolio assets. In addition, the rating
is not a recommendation to purchase, sell or hold units, inasmuch as the  rating
does not comment as to market price of the units or suitability for a particular
investor.
 
    Units rated "AAA" are composed exclusively of assets that are rated "AAA" by
Standard  &  Poor's and/or  certain  short-term investments.  Standard  & Poor's
defines its  AAA  rating for  such  assets as  the  highest rating  assigned  by
Standard  & Poor's  to a  debt obligation.  Capacity to  pay interest  and repay
principal is very strong.  However, unit ratings may  be subject to revision  or
withdrawal  at any time by Standard & Poor's and each rating should be evaluated
independently of any other rating.
 
    MOODY'S INVESTORS  SERVICE, INC.    A brief  description of  the  applicable
Moody's Investors Service, Inc. rating symbols and their meanings follows:
 
    Aaa--Bonds which are rated Aaa are judged to be the best quality. They carry
the  smallest degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to  change, such changes  as can be  visualized are most  unlikely to impair the
fundamentally strong position of such issues. Their safety is so absolute  that,
with  the  occasional  exception  of oversupply  in  a  few  specific instances,
characteristically, their  market  value  is affected  solely  by  money  market
fluctuations.
 
    Aa--Bonds  which  are rated  Aa  are judged  to be  of  high quality  by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are  rated lower than the  best bonds because margins  of
protection  may  not  be  as  large as  in  Aaa  securities  or  fluctuations of
protective elements may be of greater  amplitude or there may be other  elements
present  which  make the  long-term  risks appear  somewhat  larger than  in Aaa
securities. Their  market value  is virtually  immune to  all but  money  market
influences,  with  the  occasional exception  of  oversupply in  a  few specific
instances.
 
    A--Bonds which are rated A possess many favorable investment attributes  and
are  to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered  adequate, but elements may be  present
which  suggest a susceptibility to impairment sometime in the future. The market
value of A-rated bonds may be influenced to some degree by economic  performance
during  a sustained period of depressed business conditions, but, during periods
of normalcy,  A-rated  bonds  frequently  move  in  parallel  with  Aaa  and  Aa
obligations,  with  the occasional  exception of  oversupply  in a  few specific
instances.
 
    Moody's bond rating  symbols may  contain numerical modifiers  of a  generic
rating  classification. The modifier 1 indicates that the bond ranks at the high
end of  its category;  the modifier  2 indicates  a mid-range  ranking; and  the
modifier 3 indicates that the issue ranks in the lower end of its generic rating
category.
 
    Baa--Bonds  which are rated Baa are  considered as medium grade obligations,
i.e., they are neither  highly protected nor  poorly secured. Interest  payments
and  principal security appear  adequate for the  present but certain protective
elements may be lacking or may  be characteristically unreliable over any  great
length  of time. Such  bonds lack outstanding  investment characteristics and in
fact have speculative  characteristics as  well. The market  value of  Baa-rated
bonds  is more  sensitive to changes  in economic circumstances,  and aside from
occasional speculative factors applying to some bonds of this class, Baa  market
valuations  move in parallel  with Aaa, Aa  and A obligations  during periods of
economic normalcy, except in instances of oversupply.
 
    Con. (--)--Bonds for which the security depends upon the completion of  some
act  or the  fulfillment of  some condition  are rated  conditionally. These are
bonds secured by (a)  earnings of projects under  construction, (b) earnings  of
projects  unseasoned  in  operation  experience, (c)  rentals  which  begin when
facilities are completed, or (d) payments to which some other limiting condition
attaches. Parenthetical rating denotes  probable credit stature upon  completion
of construction or elimination of basis of condition.
 
                                       13
<PAGE>
    NOTE RATINGS:
 
    MIG 1--  This  designation denotes  best  quality. There  is  present strong
           protection by established cash  flows, superior liquidity support  or
           demonstrated broad-based access to the market for refinancing.
 
    MIG 2--  This designation  denotes high  quality. Margins  of protection are
           ample although not so large as in the preceding group.
 
                                       14
<PAGE>
   
                                   APPENDIX A
                               VIRGINIA DISCLOSURE
    
 
    The  Trust  is  susceptible  to political,  economic  or  regulatory factors
affecting issuers  of Virginia  Bonds.  Without intending  to be  complete,  the
following  briefly summarizes  some of  these matters,  as well  as some  of the
complex factors  affecting  the  financial  situation  in  the  Commonwealth  of
Virginia  (the "Commonwealth" or  "Virginia"). This information  is derived from
sources that  are generally  available to  investors  and is  based in  part  on
information   obtained  from  various  agencies   in  Virginia.  No  independent
verification has been  made of  the accuracy  or completeness  of the  following
information.
 
    There  can  be no  assurance that  current or  future statewide  or regional
economic difficulties, and the resulting  impact on State or local  governmental
finances  generally will not adversely affect the market value of Virginia Bonds
held in the portfolio of the Trust or the ability of particular obligors to make
timely payments of debt service on (or relating to) those obligations.
 
    The  Commonwealth's  financial  condition  is  supported  by  a  broad-based
economy,  including  manufacturing,  tourism,  agriculture,  ports,  mining  and
fisheries. Manufacturing continues to be  a major source of employment,  ranking
behind only services, wholesale and retail trade, and government (federal, state
and  local). The federal government  is a major employer  in Virginia due to the
heavy concentration of federal employees  in the metropolitan Washington,  D.C.,
segment  of Northern Virginia  and the military employment  in the Hampton Roads
area, which houses the nation's largest concentration of military installations,
although civilian defense employment  has been affected  by the retrenchment  of
the military sector and is likely to decrease further.
 
    Although  the Commonwealth enjoyed  an economic boom  in the mid-1980's, the
Commonwealth's economy began to slow toward the end of the decade, and went into
a recession with the rest of the  nation after July, 1990. Gradual recovery  has
continued  since the recession's  end in March, 1991,  with the Virginia economy
providing reason for restrained optimism in fiscal year 1994. Employment figures
furnished more encouragement than did income data. The state unemployment  rates
continued  to be a  bright spot, dropping  to 4.9 percent  for fiscal year 1994,
compared to 6.4  percent nationally.  However, the possibility  of more  defense
cutbacks  and additional plant  downsizings provided two  cautionary notes. Real
taxable sales have nearly reached the pre-recession level of fiscal year 1990.
 
    The impact  of  national trends  on  the  Commonwealth is  clearly  seen  in
personal   income  figures.   While  year-to-year  percentage   changes  in  the
Commonwealth personal income generally parallel those at the national level, the
Commonwealth figures  were higher  during  the first  half  of the  1980's.  The
differential  has narrowed since  1988. In the  first quarter of  1994, the most
recent available, Virginia's growth rate was 6.1 percent compared to 3.9 percent
for the nation. While Virginia's real  per capita personal income surpassed  the
national   figure  in  1982  and  has  continued  to  exceed  it,  the  relative
differential has been narrowing since 1989  and is now the smallest since  1985.
Virginia's  1989 maximum was 106 percent of national per capita income while the
1993 figure  was 104  percent. In  comparison with  the South  Atlantic  region,
Virginia's  real per capita  income has declined  from a peak  of 108 percent in
1989 to 106 percent in 1993.
 
    Virginia's nonagricultural employment figure has also mirrored the  national
economy.  For fiscal  year 1994  Virginia's nonagricultural  employment rose 2.9
percent, comparable to the pre-recession rate. Total nonagricultural  employment
for  Virginia in June 1994  was a record high.  During the period 1983-1990, the
Commonwealth substantially  outpaced the  nation  in growth  of  nonagricultural
employment,  with  4.1 percent  average annual  growth  compared to  2.8 percent
nationally; however, the trend  lines for both have  been nearly parallel  since
1990.  For  the  period 1985-1990,  the  Commonwealth  went ahead  of  the South
Atlantic region, but was  hit harder by  the recession in  1990 and the  defense
adjustment. Since then, the region has outperformed the Commonwealth.
 
    With  respect to unemployment, Virginia's unemployment rate has consistently
been below that of the nation. For the decade of 1980 to 1990, the  differential
has  been two percentage  points, although it decreased  to below one percentage
point in 1991 and 1992. For the first six months of FY 1994, the  Commonwealth's
unemployment rate was 4.9 percent, compared to the national rate of 6.4 percent.
 
    Employment  trends in  Virginia are  varied from  sector to  sector and from
region to  region. Most  sectors  showed dramatic  improvement compared  to  the
anemic  performance  in  fiscal  year  1993. Employment  grew  in  seven  of ten
categories. This past fiscal year's growth  was led by a 5.4 percent  employment
jump  in the construction  sector and 5.3 percent  in services. Federal civilian
employment slipped 3 percent,  the result of continued  defense cutbacks and  an
effort  to downsize. Once again, the greatest  percent loss was in mining, which
suffered a 7.7 percent drop, a
 
                                      A-1
<PAGE>
40 percent greater loss than the previous year. The service sector continued  to
grow  and  mining  and manufacturing  are  now  at lower  levels  than  in 1980.
Employment  trends  also  varied  among  regions.  All  of  the   Commonwealth's
metropolitan statistical areas showed increased employment from fiscal year 1993
to  fiscal  year  1994, ranging  from  1.1  percent to  4.3  percent,  with most
employment increases being experienced in metropolitan areas.
 
    Highest rates of unemployment were found in southwest Virginia where  mining
jobs  have been  lost and  the lowest unemployment  rates were  seen in Northern
Virginia where much  federally-related employment is  concentrated. As would  be
expected, there was great overlap between areas of lowest unemployment and those
of highest per capita income.
 
    Virginia  appears  to  have  fully  participated  in  the  national economic
recovery, which  has been  slow by  historic standards.  The state  has not  yet
returned  to pre-recession growth rates  for several measures, particularly real
per capita personal income. The next round of defense cutbacks and the uncertain
duration of the economic recovery are  continuing sources of concern. A  growing
diversification  of the state's export base is encouraging for the long-term but
will not insulate the state from vulnerability to increased competition  against
its major products and to economic conditions abroad.
 
    The  Commonwealth  of  Virginia  has  historically  operated  on  a fiscally
conservative basis  and is  required  by its  Constitution  to have  a  balanced
biennial  budget. At the end of the June 30, 1994, fiscal year, the General Fund
of the Commonwealth  had an ending  fund balance, computed  on a budgetary  cash
basis,  of  $518.7  million, of  which  $81  million was  in  required reserves.
Approximately four  hundred  thirty million  of  the general  fund  balance  was
designated for expenditure during the next fiscal year, leaving an undesignated,
unreserved fund balance of $7.6 million, the third consecutive such undesignated
fund  balance. Computed on a modified accrual basis in accordance with generally
accepted accounting  principles, the  General Fund  balance at  the end  of  the
fiscal  year ended June  30, 1994, was  $185.3 million, compared  with a General
Fund balance of minus $78.8 million at the end of the fiscal year ended June 30,
1993. This is the second  year since 1989 that the  General Fund, measured on  a
modified accrual basis, has shown a positive fund balance.
 
    As of June 30, 1994, total debt of the Commonwealth aggregated $8.4 billion.
Of  that amount, $2.5 billion  was tax-supported. Outstanding general obligation
bonded debt backed by  the full faith  and credit of  the Commonwealth was  $792
million  at June  30, 1994.  Of that  amount, $500  million was  also secured by
revenue producing capital projects.
 
    The  Virginia  Constitution  contains  limits  on  the  amount  of   general
obligation   bonds  which   the  Commonwealth   can  issue.   These  limits  are
substantially in excess of current levels of outstanding bonds, and at June  30,
1994,  would permit an  additional total of approximately  $5.6 billion of bonds
secured  by  revenue-producing  projects  and  approximately  $5.8  billion   of
unsecured  general obligation  bonds for  capital projects,  with not  more than
approximately $921 billion of the latter  to be issued in any four-year  period.
Bonds  which are not secured by revenue-producing projects must be approved in a
State-wide election.
 
    The Commonwealth  of  Virginia  maintains  a "triple  A"  bond  rating  from
Standard  & Poor's  Corporation, Moody's  Investors Service  and Fitch Investors
Service on its  general obligation  indebtedness, reflecting in  part its  sound
fiscal  management, diversified economic base and  low debt ratios. There can be
no assurances that these conditions will continue. Nor are these same conditions
necessarily applicable to securities  which are not  general obligations of  the
Commonwealth.   Securities  issued  by   specific  municipalities,  governmental
authorities or similar issuers may be subject to economic risks or uncertainties
peculiar to the issuers of such securities or the sources from which they are to
be paid.
 
VIRGINIA TAXABLE ESTIMATED CURRENT RETURN TABLE
 
    The following tables show the approximate taxable estimated current  returns
for  individuals  that are  equivalent to  tax-exempt estimated  current returns
under combined Federal and  state taxes, using  published 1995 marginal  Federal
tax  rates and marginal state tax rates  currently available and scheduled to be
in  effect.  The  tables  incorporate  increased  tax  rates  for  higher-income
taxpayers  that were  included in  the Revenue  Reconciliation Act  of 1993. For
cases in which more than one state  bracket falls within a Federal bracket,  the
highest  state bracket is combined with  the Federal bracket. The combined state
and Federal tax  brackets shown  reflect the fact  that state  tax payments  are
currently  deductible for Federal  tax purposes. The  tables illustrate what you
would have to  earn on  taxable investments  to equal  the tax-exempt  estimated
current  return for your income  tax bracket. A taxpayer's  marginal tax rate is
affected by both his taxable income  and his adjusted gross income. Locate  your
adjusted  gross and  your taxable  income (which  is your  adjusted gross income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint or single  tax filing.  Read across  to the  equivalent taxable  estimated
current  return you  would need  to match the  tax-free income.  A comparison of
tax-free and equivalent taxable estimated
 
                                      A-2
<PAGE>
current returns with the returns on  various taxable investments is one  element
to consider in making an investment decision.
 
 COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 38.0 $     0-111.8      20.0   %     6.25    6.56    6.88    7.19    7.50    7.81    8.13    8.44
    38.0- 91.9       0-111.8      32.0         7.35    7.72    8.09    8.46    8.82    9.19    9.56    9.93
                 111.8-167.7      33.0         7.46    7.84    8.21    8.58    8.96    9.33    9.70   10.07
    91.9-140.0       0-111.8      35.0         7.69    8.08    8.46    8.85    9.23    9.62   10.00   10.38
                 111.8-167.7      36.0         7.81    8.20    8.59    8.98    9.38    9.77   10.16   10.55
                 167.7-290.2      38.0         8.06    8.47    8.87    9.27    9.68   10.08   10.48   10.89
   140.0-250.0   111.8-167.7      40.5         8.40    8.82    9.24    9.66   10.08   10.50   10.92   11.34
                 167.7-290.2      43.5         8.85    9.29    9.73   10.18   10.62   11.06   11.50   11.95
                  Over 290.2      40.5   2     8.40    8.82    9.24    9.66   10.08   10.50   10.92   11.34
    Over 250.0   167.7-290.2      47.0         9.43    9.91   10.38   10.85   11.32   11.79   12.26   12.74
                  Over 290.2      44.0   3     8.93    9.38    9.82   10.27   10.71   11.16   11.61   12.05
</TABLE>
 
  COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 22.8 $     0-111.8      20.0         6.25    6.56    6.88    7.19    7.50    7.81    8.13    8.44
    22.8- 55.1       0-111.8      32.0         7.35    7.72    8.09    8.46    8.82    9.19    9.56    9.93
    55.1-115.0       0-111.8      35.0         7.69    8.08    8.46    8.85    9.23    9.62   10.00   10.38
                 111.8-234.3      36.5         7.87    8.27    8.66    9.06    9.45    9.84   10.24   10.63
   115.0-250.0   111.8-234.3      41.5         8.55    8.97    9.40    9.83   10.26   10.68   11.11   11.54
                  Over 234.3      40.5   2     8.40    8.82    9.24    9.66   10.08   10.50   10.92   11.34
    Over 250.0    Over 234.3      44.0   3     8.93    9.38    9.82   10.27   10.71   11.16   11.61   12.05
<FN>
- ------------------
      1  The table reflects the effect of the limitations on  itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect,  raise
the  current maximum marginal Federal tax rate to approximately 44.0  percent for taxpayers filing a joint return and entitled to
four personal exemptions and to  approximately 41.0 percent for  taxpayers filing a single return  entitled to only one  personal
exemption.  These limitations are  subject to certain maximums,  which depend on  the number of exemptions  claimed and the total
amount of the taxpayer's itemized  deductions. For example, the  limitation on itemized deductions will  not cause a taxpayer  to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
      2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
      3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
 
                                      A-3
<PAGE>
   
                                   APPENDIX B
                               FLORIDA DISCLOSURE
    
 
    POPULATION.   In 1980,  Florida was the  seventh most populous  state in the
U.S. The State has grown dramatically since then and as of April 1, 1993,  ranks
fourth  with an estimated  population of 13.4  million. Florida's attraction, as
both a growth and retirement state, has kept net migration fairly steady with an
average of 292,988 new residents a year from 1983 through 1993. The U.S. average
population increase since  1982 is  about 1% annually,  while Florida's  average
annual  rate of  increase is  about 2.5%.  Florida continues  to be  the fastest
growing of the ten largest states.  This strong population growth is one  reason
the State's economy is performing better than the nation as a whole. In addition
to attracting senior citizens to Florida as a place for retirement, the State is
also  recognized as attracting a significant  number of working age individuals.
Since 1983, the  prime working age  population (18-44) has  grown at an  average
annual rate of 2.6%. The share of Florida's total working age population (18-59)
to  total State population is  approximately 54%. This share  is not expected to
change appreciably into the twenty-first century.
 
    INCOME.  The  State's personal  income has  been growing  strongly the  last
several  years and has generally  outperformed both the U.S.  as a whole and the
southeast in particular, according  to the U.S. Department  of Commerce and  the
Florida  Consensus Economic Estimating Conference. This  is due to the fact that
Florida's population has been growing at a very strong pace and, since the early
1970's, the State's economy has diversified so as to provide greater  insulation
from  national  economic  downturns.  As a  result,  Florida's  real  per capita
personal income has tracked  closely with the national  average and has  tracked
above  the southeast. From 1984 through 1993, the State's real per capita income
rose at an average of 5.4% per  year, while the national real per capita  income
increased at an average of 5.5% per year.
 
    Because  Florida has  a proportionately  greater retirement  age population,
property income (dividends,  interest, and rent)  and transfer payments  (Social
Security  and pension  benefits, among other  sources of  income) are relatively
more important  sources  of  income.  For example,  Florida's  total  wages  and
salaries  and other labor income in 1993 was 62% of total personal income, while
a similar  figure  for  the nation  for  1990  was 72%.  Transfer  payments  are
typically  less  sensitive to  the business  cycle  than employment  income and,
therefore, act as stabilizing forces in weak economic periods.
 
    The State's per capita personal income in 1992 of $19,711 was slightly below
the national  average  of  $20,105  and significantly  ahead  of  that  for  the
southeast United States, which was $17,296. Real personal income in the State is
estimated  to  increase 5.5%  in  1993-94 and  4.7% in  1994-95.  By the  end of
1994-95, real personal income  per capita in the  State is projected to  average
6.7% higher than its 1992-93 level.
 
    EMPLOYMENT.   Since 1980, the State's job  creation rate is almost twice the
rate for the nation as a whole, and its growth rate in new non-agricultural jobs
is the fastest of the 11 most populous states, second only to California in  the
absolute  number of new jobs created. Contributing  to the State's rapid rate of
growth in employment and income is international trade. Since 1980, the  State's
unemployment  rate has generally  been below that  of the U.S.  In recent years,
however, as the State's economic growth has slowed from its previous highs,  the
State's  unemployment rate has  tracked above the  national average. The average
rate in Florida since  1980 has been  6.5% while the  national average is  7.1%.
According  to the U.S.  Department of Commerce, the  Florida Department of Labor
and  Employment  Security,  and   the  Florida  Consensus  Economic   Estimating
Conference  (together, the  "Organization"), the  State's unemployment  rate was
8.2% during  1992. As  of  January 1994,  the  Organization estimates  that  the
unemployment rate will be 6.7% for 1993-94 and 6.1% in 1994-95.
 
    The rate of job creation in Florida's manufacturing sector has exceeded that
of the U.S. From the beginning of 1980 through 1993, the State added over 50,000
new  manufacturing jobs,  an 11.7%  increase. During  the same  period, national
manufacturing employment declined ten out of  the fourteen years, for a loss  of
2,977,000 jobs.
 
    Total non-farm employment in Florida is expected to increase 2.7% in 1993-94
and  rise  3.8% in  1994-95.  Trade and  services,  the two  largest  sources of
employment in  the State,  account for  more  than half  of the  total  non-farm
employment.  Employment in the service sectors  should experience an increase of
3.9% in 1993-94, while growing 4.9% in 1994-95. Trade is expected to expand 2.2%
in 1994  and  3.4% in  1995.  The service  sector  is now  the  State's  largest
employment category.
 
    CONSTRUCTION.   The State's economy has in the past been highly dependent on
the  construction  industry   and  construction   related  manufacturing.   This
dependency  has declined in recent  years and continues to do  so as a result of
continued diversification of the  State's economy. For  example, in 1980,  total
contract  construction employment  as a share  of total  non-farm employment was
just over 7.0%, and in  1993 the share had edged  downward to 5%. This trend  is
expected  to continue  as the State's  economy continues  to diversify. Florida,
nevertheless, has a dynamic construction industry, with single and  multi-family
housing starts accounting for
 
                                      B-1
<PAGE>
8.5%  of total U.S. housing starts in  1993 while the State's population is 5.3%
of  the  U.S.  total  population.  Florida's  housing  starts  since  1980  have
represented  an average of  11.0% of the  U.S.'s total annual  starts, and since
1980, total housing starts have averaged 156,450 a year.
 
    A driving  force  behind the  State's  construction industry  has  been  the
State's  rapid rate  of population growth.  Although the State  currently is the
fourth most populous  state, its annual  population growth is  now projected  to
decline  as the number of people moving into the State is expected to hover near
the mid  250,000 range  annually throughout  the 1990's.  This population  trend
should provide fuel for business and home builders to keep construction activity
lively in Florida for some time to come. However, other factors do influence the
level  of construction in the State. For example, federal tax reform in 1986 and
other changes to the federal income tax code have eliminated tax deductions  for
owners  of more than two residential  real estate properties and have lengthened
depreciation schedules on investment and commercial properties. Economic  growth
and  existing supplies  of homes  also contribute  to the  level of construction
activity in the State.
 
    Hurricane Andrew left some parts of south Florida devastated. Post-Hurricane
Andrew clean up and rebuilding have changed the outlook for the State's economy.
Single and  multi-family housing  starts in  1993-94 are  projected to  reach  a
combined   level  of  118,000,  increasing   to  134,300  next  year.  Lingering
recessionary effects on consumers and tight  credit are some of the reasons  for
relatively  slow core construction  activity, as well  as lingering effects from
the 1986 tax reform legislation discussed above. However, construction is one of
the sectors most severely affected by  Hurricane Andrew. Low interest rates  and
pent  up  demand  combined  with improved  consumer  confidence  should  lead to
improved housing  starts.  The  construction figures  above  include  additional
housing   starts  as  a  result  of   destruction  by  Hurricane  Andrew.  Total
construction expenditures  are  forecasted  to  increase  15.6%  this  year  and
increase 13.3% next year.
 
    The   State  has  continuously   been  dependent  on   the  highly  cyclical
construction and  construction  related  manufacturing  industries.  While  that
dependency  has  decreased, the  State is  still  somewhat at  the mercy  of the
construction and construction related manufacturing industries. The construction
industry is driven to a great extent by the State's rapid growth in  population.
There  can be no  assurance that population growth  will continue throughout the
1990's in which case  there could be  an adverse impact  on the State's  economy
through  the loss of  construction and construction  related manufacturing jobs.
Also, while interest rates remain low  currently, an increase in interest  rates
could  significantly adversely impact  the financing of  new construction within
the State, thereby adversely impacting  unemployment and other economic  factors
within  the State. In addition, available  commercial office space has tended to
remain high over the past few years.  So long as this glut of commercial  rental
space  continues, construction  of this  type of  space will  likely continue to
remain slow.
 
    TOURISM.    Tourism  is  one  of  the  State's  most  important  industries.
Approximately  41.1 million tourists  visited the State in  1993, as reported by
the Florida Department of  Commerce. In terms of  business activities and  state
tax  revenues, tourists in Florida in  1993 represented an estimated 4.5 million
additional residents. Visitors to  the State tend to  arrive equally by air  and
car.  The State's tourism industry over the years has become more sophisticated,
attracting visitors year-round and, to  a degree, reducing its seasonality.  The
dollar's  depreciation  has  enhanced  the  State's  tourism  industry.  Tourist
arrivals are  expected to  decline by  almost  two percent  this year,  but  are
expected  to recover next year with 5.0%  growth. Tourist arrivals to Florida by
air and car are  expected to diverge  from each other,  air decreasing 5.6%  and
auto  increasing  1.6%. By  the end  of  the State's  current fiscal  year, 41.0
million domestic and  international tourists  are expected to  have visited  the
State. In 1994-95 tourist arrivals should approximate 43.0 million.
 
    REVENUES  AND EXPENSES.  Estimated fiscal  year 1993-94 General Revenue plus
Working Capital funds available  to the State total  $13,582.7 million, an  8.4%
increase  over 1992-93.  This reflects  a transfer  of $190  million, out  of an
estimated $220.0 million in non-recurring revenue due to Hurricane Andrew, to  a
hurricane  relief trust fund. Of the  total General Revenue plus Working Capital
funds available to the  State, $12,943.5 million of  that is Estimated  Revenues
(excluding  the Hurricane Andrew  impact), which represents  an increase of 7.3%
over the previous  year's Estimated  Revenues. With  effective General  Revenues
plus  Working  Capital Fund  appropriations  at $13,276.9  million, unencumbered
reserves at the end of 1993-94 are estimated at $302.8 million. Estimated fiscal
year 1994-95 General Revenue plus Working Capital and Budget Stabilization funds
available total $14,573.7  million, a  7.3% increase over  1993-94. This  amount
reflects  a transfer of $159.0 million in non-recurring revenue due to Hurricane
Andrew to a hurricane relief fund.  The $13,860.8 million in Estimated  Revenues
(excluding  Hurricane  Andrew impact)  represent an  increase  of 7.1%  over the
previous year's Estimated Revenues.  The massive effort  to rebuild and  replace
destroyed or damaged property in the wake of Hurricane Andrew is responsible for
the  substantial positive revenue impacts  shown here. Most of  the impact is in
the increase in the State's sales tax.
 
                                      B-2
<PAGE>
    In fiscal  year  1992-93, approximately  62%  of the  State's  total  direct
revenue  to its three operating funds was derived from State taxes, with Federal
grants and other special revenue accounting for the balance. State sales and use
tax, corporate income  tax, intangible  personal property tax  and beverage  tax
amounted  to 68%, 7%,  4% and 4%,  respectively, of total  General Revenue Funds
available during fiscal 1992-93. In that same year, expenditures for  education,
health  and welfare, and  public safety amounted to  approximately 49%, 30%, and
11%, respectively, of total expenditures from the General Revenue Fund.
 
    The State's sales and use tax (6%) currently accounts for the State's single
largest source of tax receipts. Sightly less  than 10% of the State's sales  and
use tax is designated for local governments and is distributed to the respective
counties  in which  collected for  use by  the counties,  and the municipalities
therein. In  addition to  this distribution,  local governments  may assess  (by
referendum)  a 0.5%  or a 1.0%  discretionary sales surtax  within their county.
Proceeds from  this local  option  sales tax  are  earmarked for  funding  local
infrastructure programs and acquiring land for public recreation or conservation
or  protection of  natural resources as  provided under  applicable Florida law.
Certain  charter   counties   have   other   additional   taxing   powers,   and
non-consolidated  counties with  a population  in excess  of 800,000  may levy a
local option sales tax to fund indigent health care. It alone cannot exceed 0.5%
and when combined  with the infrastructure  surtax cannot exceed  1.0%. For  the
fiscal  year ended June 30,  1993, sales and use  tax receipts (exclusive of the
tax on gasoline  and special fuels)  totalled $9,426.0 million,  an increase  of
12.5% over fiscal year 1991-92.
 
    The  second largest source of State tax  receipts is the tax on motor fuels.
However, these revenues are almost  entirely dedicated trust funds for  specific
purposes and are not included in the State's General Revenue Fund.
 
    The  State imposes an alcoholic beverage wholesale tax (excise tax) on beer,
wine, and  liquor. This  tax  is one  of the  State's  major tax  sources,  with
revenues totalling $442.2 million in fiscal year ending June 30, 1993. Alcoholic
beverage  tax  receipts  increased  1.6% from  the  previous  year's  total. The
revenues collected from this tax are deposited into the State's General  Revenue
Fund.
 
    The  State imposes  a corporate  income tax.  All receipts  of the corporate
income tax are credited to the General  Revenue Fund. For the fiscal year  ended
June  30, 1993, receipts  from this source  were $846.6 million,  an increase of
5.6% from fiscal year 1991-92.
 
    The State  imposes a  documentary stamp  tax on  deeds and  other  documents
relating  to  realty,  corporate shares,  bonds,  certificates  of indebtedness,
promissory notes, wage assignments, and retail charge accounts. The  documentary
stamp  tax collections  totalled $639.0  million during  fiscal year  1992-93, a
27.0% increase from the previous fiscal year. Beginning in fiscal year  1992-93,
71.29% of these taxes is to be deposited to the General Revenue Fund.
 
    The  State  imposes  a gross  receipts  tax  on electric,  natural  gas, and
telecommunications services.  All gross  receipt utilities  tax collections  are
credited  to the State's Public Education  Capital Outlay and Debt Service Trust
Fund. In fiscal year 1992-93, this amounted to $447.9 million.
 
    The State  imposes an  intangible personal  property tax  on stocks,  bonds,
including  bonds secured by liens in  Florida real property, notes, governmental
leaseholds, and certain other intangibles not secured by a lien on Florida  real
property.  The  annual  rate  of  tax  is  2  mils.  The  State  also  imposes a
non-recurring 2 mil tax on mortgages  and other obligations secured by liens  on
Florida  real  property.  In  fiscal  year  1992-93,  total  intangible personal
property tax collections  were $783.4  million, a  33% increase  over the  prior
year. Of the tax proceeds, 66.5% is distributed to the General Revenue Fund.
 
    The  State's severance tax taxes oil, gas and sulphur production, as well as
the severance of phosphate rock and other solid minerals. Total collections from
severance taxes total $64.5 million during  fiscal year 1992-93, down 4.0%  from
the  previous year. Currently 60%  of this amount is  transferred to the General
Revenue Fund.
 
    The State began  its own lottery  in 1988. State  law requires that  lottery
revenues  be  distributed  50.0% to  the  public  in prizes,  38.0%  for  use in
enhancing education,  and the  balance, 12.0%,  for costs  of administering  the
lottery.  Fiscal  year  1992-93  lottery ticket  sales  totalled  $2.13 billion,
providing education with approximately $810.4 million.
 
    DEBT-BALANCED BUDGET REQUIREMENT.  At the end of fiscal 1993,  approximately
$5.61  billion in principal amount of debt  secured by the full faith and credit
of the State was outstanding. In addition, since July 1, 1993, the State  issued
about $1.13 billion in principal amount of full faith and credit bonds.
 
    The  State Constitution  and statutes  mandate that  the State  budget, as a
whole, and each separate fund within the  State budget, be kept in balance  from
currently  available revenues each  fiscal year. If  the Governor or Comptroller
believe a deficit will occur in any State fund, by statute, he must certify  his
opinion to the Administrative Commission, which then is authorized to reduce all
State agency budgets and releases by a
 
                                      B-3
<PAGE>
sufficient  amount to  prevent a  deficit in  any fund.  Additionally, the State
Constitution prohibits issuance of State obligations to fund State operations.
 
    LITIGATION.  Currently under litigation are several issues relating to State
actions or State taxes that put  at risk substantial amounts of General  Revenue
Fund  monies.  Accordingly, there  is  no assurance  that  any of  such matters,
individually or in the aggregate, will not have a material adverse affect on the
State's financial position.
 
    Florida law provides preferential tax  treatment to insurers who maintain  a
home  office in the State. Certain  insurers challenged the constitutionality of
this tax preference  and sought a  refund of taxes  paid. Recently, the  Florida
Supreme  Court ruled  in favor of  the State.  This case and  others, along with
pending refund claims, total about $150 million.
 
    The State imposes a $295  fee on the issuance  of certificates of title  for
motor  vehicles previously titled outside the State.  The State has been sued by
plaintiffs alleging  that this  fee violates  the Commerce  Clause of  the  U.S.
Constitution.  The Circuit Court in which the case was filed has granted summary
judgment for the plaintiffs  and has enjoined further  collection of the  impact
fee  and  has ordered  refunds to  all those  who  have paid  the fee  since the
collection of the fee went into effect. The State has appealed the lower Court's
decision and an  automatic stay has  been granted  to the State  allowing it  to
continue  to collect the fee.  The potential refund exposure  to the State if it
should lose the case may be in excess of $100 million.
 
    The State  maintains a  bond rating  of  Aa and  AA from  Moody's  Investors
Service  and Standard & Poor's Corporation, respectively, on the majority of its
general obligation bonds, although the rating of a particular series of  revenue
bonds  relates primarily to the project,  facility, or other revenue source from
which such series derives funds for  repayment. While these ratings and some  of
the  information  presented above  indicate that  the  State is  in satisfactory
economic health, there can be no assurance  that there will not be a decline  in
economic  conditions or that particular Florida Bonds purchased by the fund will
not be adversely affected by any such changes.
 
    The sources for the information presented above include official  statements
and  financial statements  of the  State of Florida.  While the  Sponsor has not
independently verified this information,  it has no reason  to believe that  the
information is not correct in all material respects.
 
FLORIDA TAXABLE ESTIMATED CURRENT RETURN TABLE
 
    The  following tables show the approximate taxable estimated current returns
for individuals  that are  equivalent to  tax-exempt estimated  current  returns
under  published  1995  marginal  Federal  tax  rates.  The  tables  incorporate
increased tax  rates  for higher-income  taxpayers  that were  included  in  the
Revenue Reconciliation Act of 1993. The tables illustrate what you would have to
earn on taxable investments to equal the tax-exempt estimated current return for
your  income tax bracket. A taxpayer's marginal tax rate is affected by both his
taxable income and  his adjusted gross  income. Locate your  adjusted gross  and
your  taxable  income  (which  is  your adjusted  gross  income  reduced  by any
deductions and  exemptions), then  locate your  tax bracket  based on  joint  or
single  tax  filing. Read  across to  the  equivalent taxable  estimated current
return you would need to match the tax-free income. A comparison of tax-free and
equivalent taxable estimated current returns with the returns on various taxable
investments is one element to consider in making an investment decision.
 
                                      B-4
<PAGE>
 COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      4.50%   4.75%   5.00%   5.25%   5.50%   5.75%   6.00%   6.25%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 38.0 $     0-111.8      15.0   %     5.29    5.59    5.88    6.18    6.47    6.76    7.06    7.35
    38.0- 91.9       0-111.8      28.0         6.25    6.60    6.94    7.29    7.64    7.99    8.33    8.68
                 111.8-167.7      29.0         6.34    6.69    7.04    7.39    7.75    8.10    8.45    8.80
    91.9-140.0       0-111.8      31.0         6.52    6.88    7.25    7.61    7.97    8.33    8.70    9.06
                 111.8-167.7      32.0         6.62    6.99    7.35    7.72    8.09    8.46    8.82    9.19
                 167.7-290.2      34.5         6.87    7.25    7.63    8.02    8.40    8.78    9.16    9.54
   140.0-250.0   111.8-167.7      37.0         7.14    7.54    7.94    8.33    8.73    9.13    9.52    9.92
                 167.7-290.2      40.0         7.50    7.92    8.33    8.75    9.17    9.58   10.00   10.42
                  Over 290.2      37.0   2     7.14    7.54    7.94    8.33    8.73    9.13    9.52    9.92
    Over 250.0   167.7-290.2      44.0         8.04    8.48    8.93    9.38    9.82   10.27   10.71   11.16
                  Over 290.2      41.0   3     7.63    8.05    8.47    8.90    9.32    9.75   10.17   10.59
</TABLE>
 
  COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      4.50%   4.75%   5.00%   5.25%   5.50%   5.75%   6.00%   6.25%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 22.8 $     0-111.8      15.0   %     5.29    5.59    5.88    6.18    6.47    6.76    7.06    7.35
    22.8- 55.1       0-111.8      28.0         6.25    6.60    6.94    7.29    7.64    7.99    8.33    8.68
    55.1-115.0       0-111.8      31.0         6.52    6.88    7.25    7.61    7.97    8.33    8.70    9.06
                 111.8-234.3      32.5         6.67    7.04    7.41    7.78    8.15    8.52    8.89    9.26
   115.0-250.0   111.8-234.3      38.0         7.26    7.66    8.06    8.47    8.87    9.27    9.68   10.08
                  Over 234.3      37.0   2     7.14    7.54    7.94    8.33    8.73    9.13    9.52    9.92
    Over 250.0    Over 234.3      41.0   3     7.63    8.05    8.47    8.90    9.32    9.75   10.17   10.59
<FN>
- ------------------
      1 The table reflects the effect of the limitations  on itemized deductions and the deduction for personal exemptions.  They
were  designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect, raise
the current maximum marginal Federal tax rate to approximately 44.0  percent for taxpayers filing a joint return and entitled  to
four  personal exemptions and to  approximately 41.0 percent for taxpayers  filing a single return  entitled to only one personal
exemption. These limitations are  subject to certain maximums,  which depend on  the number of exemptions  claimed and the  total
amount  of the taxpayer's itemized  deductions. For example, the limitation  on itemized deductions will  not cause a taxpayer to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
      2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
      3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
 
    A comparison of  tax-free and equivalent  taxable estimated current  returns
with  the returns on various  taxable investments is one  element to consider in
making an  investment  decision.  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 Nuveen Trusts with
returns on taxable investments such as corporate or U.S. Government bonds,  bank
CD's  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 CD's 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.
 
                                      B-5
<PAGE>
   
                                   APPENDIX C
                            MASSACHUSETTS DISCLOSURE
    
 
    Without  intending  to be  complete,  the following  briefly  summarizes the
current financial situation, as  well as some of  the complex factors  affecting
the   financial   situation,   in  the   Commonwealth   of   Massachusetts  (the
"COMMONWEALTH"). It  is derived  from sources  that are  generally available  to
investors  and is based in part on information obtained from various agencies in
Massachusetts. No  independent verification  has been  made of  the accuracy  or
completeness of the following information.
 
    There  can  be no  assurance that  current or  future statewide  or regional
economic difficulties,  and  the  resulting  impact  on  Commonwealth  or  local
governmental  finances generally, will not adversely  affect the market value of
Massachusetts Obligations in the Trust or the ability of particular obligors  to
make timely payments of debt service on (or relating to) those obligations.
 
    Since  1988, there  has been  a significant  slowdown in  the Commonwealth's
economy, as indicated by  a rise in  unemployment, a slowing  of its per  capita
income  growth and declining state revenues.  In fiscal 1991, the Commonwealth's
expenditures for  state  government  programs  exceeded  current  revenues,  and
although fiscal 1992, 1993 and 1994 revenues exceeded expenditures, no assurance
can be given that lower than expected tax revenues will not resume and continue.
 
    1995  FISCAL  YEAR  BUDGET.   On  July  10, 1994,  the  Governor  signed the
Commonwealth's budget  for fiscal  1995.  The fiscal  1995  budget is  based  on
estimated  budgeted revenues and other sources of approximately $16.364 billion,
which includes  tax  revenue estimates  of  approximately $11.234  billion.  Tax
revenues  for fiscal 1995  were originally estimated at  $11.328 billion in May,
1994, however, due to the slowing of  the rate of growth in certain tax  revenue
categories  in  the months  following the  signing  of the  budget, particularly
income tax,  the Secretary  of  the Administration  on  September 26,  1994,  as
required  by law, reduced the  fiscal 1995 tax revenue  estimate by $75 million.
The tax  revenue estimate  includes $19.3  million  of tax  cuts signed  by  the
Governor  in  the fiscal  1995 budget.  Estimated fiscal  1995 tax  revenues are
approximately $627  million higher  than  fiscal 1994  tax revenues  of  $10.607
billion.
 
    As  signed  by the  Governor,  the budget  authorizes  approximately $16.482
billion in fiscal  1995 expenditures.  The Governor exercised  his authority  to
veto  and  reduce  individual  line  items  and  reduced  total  expenditures by
approximately $298.2 million and vetoed  certain other law changes contained  in
the fiscal 1995 budget. The $16.482 billion of fiscal 1995 expenditures includes
a  reserve  against  certain contingencies  currently  in the  amount  of $102.7
million. On October  7, 1994,  the Governor filed  a supplemental  appropriation
recommendation  aggregating approximately $44.5  million, which expenditures are
included in the $102.7 million contingency reserve for fiscal 1995 expenditures.
 
    The fiscal 1995 budget is based  on numerous spending and revenue  estimates
the achievement of which cannot be assured.
 
    On  November 8, 1994, the voters  in the statewide general election approved
an initiative petition that would slightly increase the portion of the  gasoline
tax  revenue credited to the Highway Fund, one of the Commonwealth's three major
budgetary funds, prohibit the transfer of  money from the Highway Fund to  other
funds for non-highway purposes and not permit including the Highway Fund balance
in  the computation  "consolidated net  surplus" for  purposes of  state finance
laws. The initiative petition  also provides that no  more than 15% of  gasoline
tax  revenues may be used for mass transportation purposes, such as expenditures
related to  the Massachusetts  Bay Transit  Authority. The  Executive Office  of
Administration  and Finance  is analyzing  the effect,  if any,  this initiative
petition, which became  law on December  8, 1994,  may have on  the fiscal  1995
budget  and  it currently  does not  expect  it to  have any  materially adverse
impact. This is not  a constitutional amendment and  is subject to amendment  or
repeal  by the  Legislature, which  may also,  notwithstanding the  terms of the
petition, appropriate moneys from the Highway Fund in such amounts and for  such
purposes  as it  determines, subject only  to a  constitutional restriction that
such moneys be used for highways or mass transit purposes.
 
    1994 FISCAL YEAR.  The Commonwealth is in the process of closing its  fiscal
1994  financial records. Financial information for  fiscal 1994 is unaudited and
provided by the office of the  Comptroller based upon the Preliminary  Financial
Report  of  the  Commonwealth  for  fiscal 1994  issued  by  the  Comptroller on
September 15, 1994. Audited financial information is expected to be published in
January, 1995.
 
    Fiscal 1994 tax revenue collections were approximately $10.607 billion,  $87
million  below the Department of Revenue's fiscal year 1994 tax revenue estimate
of $10.694 billion  and $677 million  above fiscal 1993  tax revenues of  $9.930
billion.  Budgeted  revenues  and  other  sources,  including  non-tax revenues,
collected  in  fiscal   1994  were  approximately   $15.551  billion.   Budgeted
expenditures  and other uses of funds  in fiscal 1994 were approximately $15.533
billion.
 
                                      C-1
<PAGE>
    As of June  30, 1994, the  Commonwealth showed a  year-end cash position  of
approximately $757 million, as compared to a projected position of $599 million.
 
    In  June, 1993,  the Legislature  adopted and  the Governor  signed into law
comprehensive  education  reform  legislation.  This  legislation  required   an
increase  in expenditures for education purposes above fiscal 1993 base spending
of $1.288 billion of  approximately $175 million in  fiscal 1994. The  Executive
Office   for  Administration  and  Finance   expects  the  annual  increases  in
expenditures above  the  fiscal 1993  base  spending  of $1.288  billion  to  be
approximately  $396 million in fiscal 1995, $632 million in fiscal 1996 and $875
million in fiscal 1997. Additional annual  increases are also expected in  later
fiscal  years. The fiscal  1995 budget as  signed by the  Governor includes $396
million in appropriations to satisfy this legislation.
 
    1993 FISCAL YEAR.  The  Commonwealth's budgeted expenditures and other  uses
were approximately $14.696 billion in fiscal 1993, which is approximately $1.280
billion  or  9.6% higher  than fiscal  1992 expenditures  and other  uses. Final
fiscal 1993 budgeted expenditures were $23  million lower than the initial  July
1992 estimates of fiscal 1993 budgeted expenditures. Budgeted revenues and other
sources  for fiscal 1993  totalled approximately $14.710  billion, including tax
revenues of  $9.930  billion. Total  revenues  and other  sources  increased  by
approximately 6.9% from fiscal 1992 to fiscal 1993, while tax revenues increased
by  4.7%  for the  same period.  Overall, fiscal  1993 ended  with a  surplus of
revenues and other sources over expenditures and other uses of $13.1 million and
aggregate  ending  fund  balances  in  the  budgeted  operating  funds  of   the
Commonwealth  of  approximately $562.5  million. After  payment  in full  of the
distribution of local aid to the  Commonwealth's cities and towns ("Local  Aid")
and  the retirement of short term debt,  the Commonwealth showed a year end cash
position of approximately $622.2 million, as compared to a projected position of
$485.1 million.
 
    1992 FISCAL YEAR.  The  Commonwealth's budgeted expenditures and other  uses
were approximately $13.4 billion in fiscal 1992, which is $238.7 million or 1.7%
lower  than  fiscal  1991  budgeted  expenditures.  Final  fiscal  1992 budgeted
expenditures were $300  million more  than the  initial July  1991 estimates  of
budgetary  expenditures,  due in  part to  increases  in certain  human services
programs, including an increase of $268.7  million for the Medicaid program  and
$50.0  million  for  mental retardation  consent  decree  requirements. Budgeted
revenues and other sources for fiscal 1992 totalled approximately $13.7  billion
(including  tax revenues of approximately  $9.5 billion), reflecting an increase
of approximately 0.7% from fiscal  1991 to 1992 and an  increase of 5.4% in  tax
revenues  for the same period.  Overall, fiscal 1992 is  estimated to have ended
with an excess of revenues and other sources over expenditures and other uses of
$312.3 million. After  payment in  full of  Local Aid  in the  amount of  $514.0
million  due  on June  30, 1992,  retirement  of the  Commonwealth's outstanding
commercial paper  (except for  approximately $50  million of  bond  anticipation
notes)  and certain other short term borrowings, as of June 30, 1992, the end of
fiscal 1992, the Commonwealth showed  a year-end cash position of  approximately
$731 million, as compared with the Commonwealth's cash balance of $182.3 million
at the end of fiscal 1991.
 
    1991  FISCAL YEAR.  Budgeted expenditures for fiscal 1991 were approximately
$13.659 billion, as against budgeted revenues and other sources of approximately
$13.634 billion. The  Commonwealth suffered an  operating loss of  approximately
$21.2  million. Application of the adjusted  fiscal 1990 fund balances of $258.3
million resulted in a fiscal 1991 budgetary surplus of $237.1 million. State law
requires that approximately $59.2 million of the fiscal year ending balances  of
$237.1  million be placed in the Stabilization  Fund, a reserve from which funds
can be appropriated (i) to make up any difference between actual state  revenues
in  any fiscal year  in which actual  revenues fall below  the allowable amount,
(ii) to replace state and local losses by federal funds or (iii) for any  event,
as  determined by the legislature, which threatens the health, safety or welfare
of the  people  or the  fiscal  stability of  the  Commonwealth or  any  of  its
political subdivisions.
 
    Upon  taking office in January  1991, the new Governor  proposed a series of
legislative and  administrative  actions, including  withholding  of  allotments
under  Section 9C of Chapter  29 of the General  Laws, intended to eliminate the
projected deficits.  The  new Governor's  review  of the  Commonwealth's  budget
indicated  projected spending of  approximately $14.1 billion  with an estimated
$850 million in  budget balancing  measures that would  be needed  prior to  the
close  of fiscal  1991. At  that time,  estimated tax  revenues were  revised to
approximately $8.8 billion, $903 million less than was estimated at the time the
fiscal 1991  budget  was  adopted.  The Legislature  adopted  a  number  of  the
Governor's  recommendations and the Governor took certain administrative actions
not requiring legislative approval, including  the adoption of a state  employee
furlough  program. It is estimated by  the Commonwealth that spending reductions
achieved  through  savings  initiatives  and  withholding  of  allotments  total
approximately  $484.3  million  in  aggregate for  fiscal  1991.  However, these
savings and reductions may be impacted negatively by litigation pursued by third
parties concerning the Governor's actions under Section 9C of Chapter 29 of  the
General Laws and with regard to the state employee furlough program.
 
                                      C-2
<PAGE>
    In  addition, the new administration  in May 1991 filed  an amendment to its
Medicaid state  plan that  enables  it to  claim  50% federal  reimbursement  on
uncompensated  care payments  for certain  hospitals in  the Commonwealth.  As a
result, in fiscal 1991, the Commonwealth obtained additional non-tax revenues in
the form  of  federal reimbursements  equal  to approximately  $513  million  on
account  of uncompensated care payments. This reimbursement claim was based upon
recent amendments of federal law contained in the Omnibus Budget  Reconciliation
Act   of  1990  and,  consequently,  on  relatively  undeveloped  federal  laws,
regulations and guidelines. At the request of the federal Health Care  Financing
Administration,  the Office of Inspector General of the United States Department
of Health and Human  Services has commenced an  audit of the reimbursement.  The
administration,  which had  reviewed the matter  with the  Health Care Financing
Administration  prior  to   claiming  the  reimbursement,   believes  that   the
Commonwealth  will prevail in  the audit. If the  Commonwealth does not prevail,
the Commonwealth  would  have the  right  to contest  an  appeal, but  could  be
required to pay all or part of Medicaid reimbursements with interest and to have
such amount deducted from future reimbursement payments.
 
    1990  AND  1989 FISCAL  YEARS.   In  July 1989,  the former  Governor vetoed
certain provisions included in the budget legislation for fiscal 1990, including
approximately $273 million  of the  fiscal 1990  appropriations, including  $100
million  for Local Aid. One of the Governor's vetoes occasioned a default by the
Commonwealth on  a  September 1,  1989  payment of  $2.5  million on  a  general
obligation   contract  with  the  Massachusetts  Community  Development  Finance
Corporation to which its full faith  and credit had been pledged, which  payment
was  made on September 17, 1990  after a supplemental appropriation was proposed
by the Governor  and passed  by the  legislature. The  legislature overrode  the
Governor's  veto of $100  million of Local  Aid and the  Governor then indicated
that he was withholding the allotment for such expenditure. The Supreme Judicial
Court invalidated the  Governor's withholding  of $210  million of  appropriated
funds for certain Local Aid purposes in May 1990.
 
    Budgeted  expenditures for fiscal 1989 and 1990 totalled approximately $12.6
billion and $13.3 billion, respectively.  Budgeted revenues for fiscal 1989  and
1990 totalled approximately $12.0 billion and $12.0 billion, respectively.
 
    EMPLOYMENT.   Reversing  a trend of  relatively low  unemployment during the
early and  mid 1980's,  the Massachusetts  unemployment rate  beginning in  1990
increased  significantly to where the  Commonwealth's unemployment rate exceeded
the national unemployment rate. During 1990, the Massachusetts unemployment rate
increased from 4.5% in January to 6.1%  in July to 6.7% in August. During  1991,
the  Massachusetts  unemployment rate  averaged  9.0% while  the  average United
States unemployment rate  was 6.7%. The  Massachusetts unemployment rate  during
1992  averaged 8.5% while the average  United States unemployment rate was 7.4%.
Since 1993, the  average monthly  unemployment rate has  declined steadily.  The
Massachusetts  unemployment rate in  August 1994 was 5.9%,  as compared with the
United States unemployment rate of 6.1% for the same period. Other factors which
may significantly and adversely affect  the employment rate in the  Commonwealth
include reductions in federal government spending on defense-related industries.
Due  to  this  and  other  considerations,  there  can  be  no  assurances  that
unemployment in the Commonwealth will not increase in the future.
 
    DEBT RATINGS.   S&P  currently rates  the Commonwealth's  uninsured  general
obligation  bonds at A+. At the same  time, S&P currently rates state and agency
notes at SP1. From 1989 through 1992, the Commonwealth had experienced a  steady
decline  in its  S&P rating, with  its decline  beginning in May  1989, when S&P
lowered its  rating on  the Commonwealth's  general obligation  bonds and  other
Commonwealth  obligations  from AA+  to AA  and continuing  a series  of further
reductions until March 1992, when the rating was affirmed at BBB.
 
    Moody's currently  rates  the Commonwealth's  uninsured  general  obligation
bonds  at A1. From 1989 through 1992,  the Commonwealth had experienced a steady
decline in its rating by  Moody's since May 1989.  In May 1989, Moody's  lowered
its  rating on the Commonwealth's  notes from MIG-1 to  MIG-2, and its rating on
the Commonwealth's commercial paper  from P-1 to P-2.  On June 21, 1989  Moody's
reduced  the Commonwealth's general obligation rating  from Aa to A. On November
15, 1989, Moody's reduced the  rating on the Commonwealth's general  obligations
from  A  to Baa1,  and  on March  9,  1990, Moody's  reduced  the rating  of the
Commonwealth's general  obligation bonds  from  Baa1 to  Baa.  There can  be  no
assurance that these ratings will continue.
 
    In  recent  years, the  Commonwealth and  certain of  its public  bodies and
municipalities have faced serious financial difficulties which have affected the
credit standing  and borrowing  abilities of  Massachusetts and  its  respective
entities  and may have contributed to higher interest rates on debt obligations.
The continuation of, or an increase in, such financial difficulties could result
in declines  in  the market  values  of,  or default  on,  existing  obligations
including  Massachusetts Obligations  in the Trust.  Should there  be during the
term of  the Trust  a financial  crisis relating  to Massachusetts,  its  public
bodies  or municipalities, the market value and marketability of all outstanding
bonds issued by the  Commonwealth and its  public authorities or  municipalities
including  the Massachusetts Obligations in the Trust and interest income to the
Trust could be adversely affected.
 
                                      C-3
<PAGE>
    TOTAL BOND  AND  NOTE  LIABILITIES.    The  total  general  obligation  bond
indebtedness of the Commonwealth (including Fiscal Recovery Bonds) as of October
1,   1994  was   approximately  $9.1   billion.  There   were  also  outstanding
approximately $289  million in  general obligation  notes and  other short  term
general obligation debt. The total bond and note liabilities of the Commonwealth
as of October 1, 1994, including guaranteed bond and contingent liabilities, was
approximately $12.8 billion.
 
    DEBT  SERVICE.    During  the  1980s,  capital  expenditures  were increased
substantially, which  has had  a short  term impact  on the  cash needs  of  the
Commonwealth  and also  accounts for a  significant rise in  debt service during
that period. Payments for debt service on Commonwealth general obligation  bonds
and  notes have risen at an average annual  rate of 22.2% from $770.9 million in
fiscal 1990 to an estimated $942.3 million in fiscal 1991. Debt service payments
in fiscal  1992 were  $898.3  million. Debt  service  payments for  fiscal  1992
reflect  a $261 million one-time reduction achieved  as a result of the issuance
of the refunding bonds in September and October 1991. Debt service  expenditures
were  approximately $1.140 billion and $1.155  billion for fiscal 1993 and 1994,
respectively, and are projected  to be approximately  $1.249 billion for  fiscal
1995.  The fiscal 1993 and fiscal 1994 debt service expenditures reflect savings
of $62.9 million and $57.3 million, respectively, achieved through the  issuance
of  refunding bonds in October 1992, and March, May and August 1993. The amounts
represented do not include  debt service on notes  issued to finance the  fiscal
1989  deficit  and certain  Medicaid related  liabilities, certain  debt service
contract assistance to  the Massachusetts Bay  Transportation Authority  ($181.9
million projected in fiscal 1995), the Massachusetts Convention Center Authority
($24.6 million projected in fiscal 1995), the Massachusetts Government Land Bank
($6.0  million projected in  fiscal 1995) and  the Massachusetts Water Pollution
Abatement Trust ($13.9 million projected in  fiscal 1995), as well as grants  to
municipalities  under the school building assistance program to defray a portion
of the debt  service costs on  local school bonds  ($179.2 million projected  in
fiscal 1995).
 
    In  January 1990, legislation was  passed to impose a  limit on debt service
beginning in  fiscal  1991,  providing  that  no more  than  10%  of  the  total
appropriations  in any fiscal year  may be expended for  payment of interest and
principal on general obligation debt (excluding the Fiscal Recovery Bonds).  The
percentage  of total appropriations  expended from the  budgeted operating funds
for debt service (excluding  debt service on Fiscal  Recovery Bonds) for  fiscal
1994  is 5.7% (on a preliminary unaudited  basis) which is projected to increase
to 5.9% in fiscal 1995.
 
    CERTAIN  LIABILITIES.    Among  the  material  future  liabilities  of   the
Commonwealth  are  significant unfunded  general  liabilities of  its retirement
systems and a program to fund  such liabilities; a program whereby, starting  in
1978,  the  Commonwealth began  assuming full  financial responsibility  for all
costs of  the  administration of  justice  within the  Commonwealth;  continuing
demands to raise aggregate aid to cities, towns, schools and other districts and
transit  authorities above current levels;  and Medicaid expenditures which have
increased each year since the program was initiated. The Commonwealth has signed
consent decrees to continue  improving mental health care  and programs for  the
mentally  retarded in order to meet federal standards, including those governing
receipt of federal  reimbursements under  various programs, and  the parties  in
those cases have worked cooperatively to resolve the disputed issues.
 
    As  a result  of comprehensive  legislation approved  in January,  1988, the
Commonwealth is  required,  beginning in  fiscal  1989 to  fund  future  pension
liabilities  currently and  to amortize the  Commonwealth's unfunded liabilities
over 40 years. The  estimated pension costs (inclusive  of current benefits  and
pension  reserves)  for fiscal  year 1993  are  $873.8 million,  representing an
increase of 16.2% over fiscal 1992 expenditures.
 
    LITIGATION.   The  Commonwealth is  engaged  in various  lawsuits  involving
environmental  and related  laws, including an  action brought on  behalf of the
U.S. Environmental Protection Agency alleging violations of the Clean Water  Act
and  seeking to enforce  the clean-up of  Boston Harbor. The  MWRA, successor in
liability  to  the  Metropolitan   District  Commission,  has  assumed   primary
responsibility  for developing  and implementing  a court-approved  plan for the
construction of the  treatment facilities necessary  to achieve compliance  with
federal  requirements. Under the Clean Water Act, the Commonwealth may be liable
for costs of compliance in these or any other Clean Water cases if the MWRA or a
municipality is  prevented from  raising  revenues necessary  to comply  with  a
judgment. The MWRA currently projects that the total cost of construction of the
treatment  facilities  required under  the court's  order is  approximately $3.5
billion in current dollars, with approximately  $1.78 billion to be spent on  or
after January 1, 1994.
 
    The  Department of  Public Welfare  has been  sued for  the alleged unlawful
denial  of  personal  care  attendant  services  to  certain  disabled  Medicaid
recipients. The Superior Court has denied the plaintiff's motion for preliminary
injunction  and has also denied the  plaintiff's motion for class certification.
If the plaintiffs  were to  prevail on their  claims and  the Commonwealth  were
required  to  provide  all of  the  services  sought by  the  plaintiffs  to all
similarly situation persons, it would substantially increase in the annual  cost
to the Commonwealth that these
 
                                      C-4
<PAGE>
services  might  eventually  be  required.  The  Department  of  Public  Welfare
currently estimates this increase to be as much as $200 million per year.
 
    There are  also  actions  pending  in which  recipients  of  human  services
benefits,  such as welfare  recipients, the mentally  retarded, the elderly, the
handicapped, children, residents of state  hospitals and inmates of  corrections
institutions,  seek  expanded  levels  of services  and  benefits  and  in which
providers of services to such recipients  challenge the rates at which they  are
reimbursed  by  the Commonwealth.  To  the extent  that  such actions  result in
judgments requiring the Commonwealth to provide expanded services or benefits or
pay increased  rates, additional  operating and  capital expenditures  might  be
needed to implement such judgments.
 
    The  Massachusetts Hospital Association has brought an action challenging an
element of the Medicaid rate setting methodologies for hospitals. On October 12,
1993, the  case  was  settled  with the  hospital  association  and  most  acute
hospitals,  thereby  reducing  the  Commonwealth's  potential  liability  in the
pending case or in related appeals to approximately $10 million.
 
    In addition there are several tax  matters in litigation which could  result
in significant refunds to taxpayers if decisions unfavorable to the Commonwealth
are rendered. In BAYBANK, ET AL. V. COMMISSIONER OF REVENUE, the banks challenge
the  inclusion of income from tax exempt  obligations in the measure of the bank
excise tax. The  Appellate Tax Board  issued findings  of fact and  a report  in
favor  of the Commissioner of Revenue on September 30, 1993. The case is pending
before the Supreme Judicial  Court and is  expected to be  heard in March  1995.
Taking  into account all banks and all years at issue (1974 through 1986), there
are 142 appeals consolidated in this case.  The amount at issue is estimated  to
be  approximately $1.2 billion, which  amount includes interest of approximately
$900 million and amounts  involved in other  related applications for  abatement
pending  with the Commissioner of  Revenue or with the  Appellate Tax Board. The
amount of  taxes and  interest at  issue in  other cases  is approximately  $150
million.
 
    In  NATIONAL  ASSOCIATION  OF  GOVERNMENT  EMPLOYEES  V.  COMMONWEALTH,  the
Superior  Court  declared  that  a  line  item  in  the  Commonwealth's  general
appropriations   act  for  fiscal  1994  that  increased  the  state  employees'
percentage share  of their  group  health insurance  premiums  from 10%  to  15%
violated  the terms of  several collective bargaining  agreements, and therefore
was invalid under the United States Constitution as regards employees covered by
the agreements. The Commonwealth appealed the Superior Court's decision and  the
Supreme Judicial Court has granted direct appellate review. Several other unions
have  filed  a  companion suit  asserting  that the  premium  increase similarly
violated other  collective bargaining  agreements.  The latter  suit is  in  its
initial  stages. If the Superior Court decision  in favor of the state employees
is  upheld,  the   Commonwealth's  aggregate  liability   is  estimated  to   be
approximately $32 million.
 
    A  variety of  other civil suits  pending against the  Commonwealth may also
affect its future  liabilities. These include  challenges to the  Commonwealth's
allocation  of school aid under Section 9C of Chapter 29 of the General Laws and
to adopt a state employee furlough program. No prediction is possible as to  the
ultimate outcome of these proceedings.
 
    Many  factors, in addition  to those cited  above, do or  may have a bearing
upon the financial condition of the Commonwealth, including social and  economic
conditions, many of which are not within the control of the Commonwealth.
 
    EXPENDITURE  AND TAX LIMITATION  MEASURES.  Limits  have been established on
state tax revenues by legislation approved  by the Governor on October 25,  1986
and  by an initiative petition  approved by the voters  on November 4, 1986. The
Executive Office for Administration and  Finance currently estimates that  state
tax  revenues will not reach the limit imposed by either the initiative petition
or the legislative enactment in fiscal 1992.
 
    Proposition 2 1/2, passed by the voters in 1980, led to large reductions  in
property  taxes, the  major source  of income  for cities  and towns,  and large
increases in state aid to offset such revenue losses. According to the Executive
Office for Administration and Finance, all of the 351 cities and towns have  now
achieved  a property  tax level of  no more  than 2.5% of  full property values.
Under the terms of Proposition 2 1/2, the property tax levy can now be increased
annually for all cities and towns, almost all by 2.5% of the prior fiscal year's
tax  levy  plus  2.5%  of  the  value  of  new  properties  and  of  significant
improvements  to  property.  Legislation  has also  been  enacted  providing for
certain local  option  taxes.  A  voter  initiative  petition  approved  at  the
statewide  general election in November, 1990 further regulates the distribution
of Local Aid of no  less than 40% of  collections from individual income  taxes,
sales  and  use taxes,  corporate excise  taxes,  and the  balance of  the state
lottery  fund.  If   implemented  in  accordance   with  its  terms   (including
appropriation  of the  necessary funds),  the petition  as approved  would shift
several hundred million dollars to direct Local Aid.
 
    OTHER TAX MEASURES.   To provide  revenue to  pay debt service  on both  the
deficit  and  Medicaid-related borrowings  and to  fund certain  direct Medicaid
expenditures,   legislation   was   enacted    imposing   an   additional    tax
 
                                      C-5
<PAGE>
on  certain types of personal income for 1989 and 1990 taxable years at rates of
0.375% and 0.75% respectively, effectively raising the tax rate of 1989 from  5%
to  5.375% and  for 1990  to 5.75%.  Recent legislation  has effectively further
increased tax rates to 5.95%  for tax year 1990 to  6.25% for tax year 1991  and
returning  to  5.95% for  tax year  1992 and  subsequent tax  years. The  tax is
applicable to all personal income except income derived from dividends,  capital
gains,  unemployment compensation, alimony,  rent, interest, pensions, annuities
and IRA/Keogh distributions. The  income tax rate  on other interest  (excluding
interest  on obligations of  the United States  and of the  Commonwealth and its
subdivisions), dividends  and net  capital  gains (after  a 50%  reduction)  was
increased  from 10% to 12%  for tax year 1990  and subsequent years, by recently
enacted legislation.
 
    ESTATE TAX REVISIONS.   The  fiscal 1993 budget  included legislation  which
gradually phases out the current Massachusetts estate tax and replaces it with a
"sponge  tax" in 1997.  The "sponge tax" is  based on the  maximum amount of the
credit for state taxes allowed for  federal estate tax purposes. The estate  tax
is  phased out  by means  of annual  increases in  the basic  exemption from the
current $200,000  level.  The  exemption  is increased  to  $300,000  for  1993,
$400,000  for 1994, $500,000  for 1995 and  $600,000 for 1996.  In addition, the
legislation includes a full marital  deduction starting July 1, 1994.  Currently
the  marital deduction  is limited  to 50%  of the  Massachusetts adjusted gross
estate. The  static  fiscal impact  of  the phase  out  of the  estate  tax  was
estimated  to be approximately $24.8 million in  fiscal 1994 and is estimated to
be approximately $72.5 million in fiscal 1995.
 
    OTHER ISSUERS OF  MASSACHUSETTS OBLIGATIONS.   There are a  number of  state
agencies, instrumentatlities and political subdivisions of the Commonwealth that
issue  Municipal Obligations, some  of which may  be conduit revenue obligations
payable from  payments from  private borrowers.  These entities  are subject  to
various  economic  risks  and  uncertainties,  and  the  credit  quality  of the
securities issued  by them  may vary  considerably from  the credit  quality  of
obligations  backed by the full faith and  credit of the Commonwealth. The brief
summary above does not address, nor does it attempt to address, any difficulties
and  the  financial   situations  of  those   other  issuers  of   Massachusetts
Obligations.
 
MASSACHUSETTS TAXABLE ESTIMATED CURRENT RETURN TABLE
 
    The  following tables show the approximate taxable estimated current returns
for individuals  that are  equivalent to  tax-exempt estimated  current  returns
under  combined Federal and  state taxes, using  published 1995 marginal Federal
tax rates and marginal state tax  rates currently available and scheduled to  be
in  effect.  The  tables  incorporate  increased  tax  rates  for  higher-income
taxpayers that were  included in  the Revenue  Reconciliation Act  of 1993.  For
cases  in which more than one state  bracket falls within a Federal bracket, the
highest state bracket is combined with  the Federal bracket. The combined  state
and  Federal tax  brackets shown  reflect the fact  that state  tax payments are
currently deductible for Federal  tax purposes. The  tables illustrate what  you
would  have to  earn on  taxable investments  to equal  the tax-exempt estimated
current return for your  income tax bracket. A  taxpayer's marginal tax rate  is
affected  by both his taxable income and  his adjusted gross income. Locate your
adjusted gross and  your taxable  income (which  is your  adjusted gross  income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint  or single  tax filing.  Read across  to the  equivalent taxable estimated
current return you  would need  to match the  tax-free income.  A comparison  of
tax-free  and equivalent taxable  estimated current returns  with the returns on
various taxable investments is one element  to consider in making an  investment
decision.
 
                                      C-6
<PAGE>
 COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 38.0 $     0-111.8      25.0   %     6.67    7.00    7.33    7.67    8.00    8.33    8.67    9.00
    38.0- 91.9       0-111.8      36.5         7.87    8.27    8.66    9.06    9.45    9.84   10.24   10.63
                 111.8-167.7      37.5         8.00    8.40    8.80    9.20    9.60   10.00   10.40   10.80
    91.9-140.0       0-111.8      39.5         8.26    8.68    9.09    9.50    9.92   10.33   10.74   11.16
                 111.8-167.7      40.0         8.33    8.75    9.17    9.58   10.00   10.42   10.83   11.25
                 167.7-290.2      42.0         8.70    9.13    9.57   10.00   10.43   10.87   11.30   11.74
   140.0-250.0   111.8-167.7      44.5         9.01    9.46    9.91   10.36   10.81   11.26   11.71   12.16
                 167.7-290.2      47.0         9.43    9.91   10.38   10.85   11.32   11.79   12.26   12.74
                  Over 290.2      44.5   2     9.01    9.46    9.91   10.36   10.81   11.26   11.71   12.16
    Over 250.0   167.7-290.2      50.5        10.10   10.61   11.11   11.62   12.12   12.63   13.13   13.64
                  Over 290.2      48.0   3     9.62   10.10   10.58   11.06   11.54   12.02   12.50   12.98
</TABLE>
 
  COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS       STATE AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 22.8 $     0-111.8      25.0   %     6.67    7.00    7.33    7.67    8.00    8.33    8.67    9.00
    22.8- 55.1       0-111.8      36.5         7.87    8.27    8.66    9.06    9.45    9.84   10.24   10.63
    55.1-115.0       0-111.8      39.5         8.26    8.68    9.09    9.50    9.92   10.33   10.74   11.16
                 111.8-234.3      40.5         8.40    8.82    9.24    9.66   10.08   10.50   10.92   11.34
   115.0-250.0   111.8-234.3      45.5         9.17    9.63   10.09   10.55   11.01   11.47   11.93   12.39
                  Over 234.3      44.5   2     9.01    9.46    9.91   10.36   10.81   11.26   11.71   12.16
    Over 250.0    Over 234.3      48.0   3     9.62   10.10   10.58   11.06   11.54   12.02   12.50   12.98
<FN>
- ------------------
      1  The table reflects the effect of the limitations on  itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect,  raise
the  current maximum marginal Federal tax rate to approximately 44.0  percent for taxpayers filing a joint return and entitled to
four personal exemptions and to  approximately 41.0 percent for  taxpayers filing a single return  entitled to only one  personal
exemption.  These limitations are  subject to certain maximums,  which depend on  the number of exemptions  claimed and the total
amount of the taxpayer's itemized  deductions. For example, the  limitation on itemized deductions will  not cause a taxpayer  to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
      2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
      3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
 
                                      C-7
<PAGE>
   
                                   APPENDIX D
                            PENNSYLVANIA DISCLOSOURE
    
 
    RISK   FACTORS--Prospective   investors   should   consider   the  financial
difficulties and pressures which the Commonwealth of Pennsylvania and certain of
its municipal subdivisions have undergone. Both the Commonwealth and the City of
Philadelphia have historically experienced significant revenue shortfalls. There
can be no assurance that the  Commonwealth will not experience further  declines
in  economic conditions or that portions  of the municipal obligations purchased
by the Fund  will not  be affected  by such  declines. Without  intending to  be
complete,  the following briefly  summarizes some of  these difficulties and the
current financial situation, as  well as some of  the complex factors  affecting
the financial situation in the Commonwealth. It is derived from sources that are
generally  available to investors  and is based in  part on information obtained
from various agencies in the Commonwealth. No independent verification has  been
made of the following information.
 
    STATE  ECONOMY--Pennsylvania  has been  historically  identified as  a heavy
industry state although that reputation  has changed recently as the  industrial
composition  of the Commonwealth  diversified when the  coal, steel and railroad
industries began to decline. The major new sources of growth in the Commonwealth
are in the  service sector, including  trade, medical and  the health  services,
education and financial institutions. The Commonwealth's agricultural industries
are  also an important component of  its economic structure, accounting for more
than $3.6 billion in crop and livestock products annually while agribusiness and
food related industries support $39 billion in economic activity annually.
 
    Employment within the  Commonwealth increased  steadily from  1984 to  1990.
From  1991 to  1994, employment  in the  Commonwealth declined  1.2 percent. The
growth in  employment experienced  in  the Commonwealth  during such  period  is
comparable  to the  growth in  employment in the  Middle Atlantic  region of the
United States. Non-manufacturing  employment in the  Commonwealth has  increased
steadily  since 1980  to its  1993 level of  81.6 percent  of total Commonwealth
employment.  Manufacturing,  which  contributed   18.4  percent  of  1993   non-
agricultural  employment, has  fallen behind  both the  services sector  and the
trade sector as the largest single source of employment within the Commonwealth.
In 1993, the services sector accounted for 29.9 percent of all  non-agricultural
employment  in  the  Commonwealth  while the  trade  sector  accounted  for 22.4
percent.
 
    The Commonwealth recently experienced a  slowdown in its economy.  Moreover,
economic  strengths and weaknesses vary in  different parts of the Commonwealth.
In general,  heavy  industry  and  manufacturing  have  been  facing  increasing
competition from foreign producers. During 1993, the annual average unemployment
rate  in the Commonwealth was 7.0 percent compared to 6.8 percent for the United
States. For February 1995  the unadjusted unemployment rate  was 6.4 percent  in
the  Commonwealth and  5.9 percent  in the  United States,  while the seasonally
adjusted unemployment rate  for the  Commonwealth was  5.6 percent  and for  the
United States was 5.4 percent.
 
    STATE  BUDGET--The  Commonwealth operates  under  an annual  budget  that is
formulated and submitted for legislative approval by the Governor each February.
The Pennsylvania  Constitution  requires  that the  Governor's  budget  proposal
consist  of three parts: (i) a  balanced operating budget setting forth proposed
expenditures and estimated revenues from all sources and, if estimated  revenues
and available surplus are less than proposed expenditures, recommending specific
additional  sources of revenue sufficient to  pay the deficiency; (ii) a capital
budget setting forth proposed expenditures to  be financed from the proceeds  of
obligations  of the  Commonwealth or its  agencies or from  operating funds; and
(iii) a financial plan for not less than the succeeding five fiscal years,  that
includes  for each year projected  operating expenditures and estimated revenues
and projected expenditures for capital  projects. The General Assembly may  add,
change  or delete  any items  in the  budget prepared  by the  Governor, but the
Governor retains veto  power over  the individual appropriations  passed by  the
legislature.  The Commonwealth's fiscal year  begins on July 1  and ends on June
30.
 
    All funds  received by  the  Commonwealth are  subject to  appropriation  in
specific  amounts by the  General Assembly or by  executive authorization by the
Governor. Total appropriations enacted  by the General  Assembly may not  exceed
the  ensuing  year's estimated  revenues,  plus (less)  the  unappropriated fund
balance (deficit) of the preceding year, except for constitutionally  authorized
debt  service payments. Appropriations from the principal operating funds of the
Commonwealth (the General  Fund, the Motor  License Fund and  the State  Lottery
Fund)  are  generally  made  for  one  fiscal  year  and  are  returned  to  the
unappropriated surplus of the fund if not spent or encumbered by the end of  the
fiscal year. The Constitution specifies that a surplus of operating funds at the
end of a fiscal year must be appropriated for the ensuing year.
 
    Pennsylvania   uses  the  "fund"  method  of  accounting  for  receipts  and
disbursements. For purposes of government accounting, a "fund" is an independent
fiscal and accounting entity  with a self-balancing  set of accounts,  recording
cash  and/or other resources together with  all related liabilities and equities
that are  segregated for  the  purpose of  carrying  on specific  activities  or
attaining   certain   objectives   in  accordance   with   the   fund's  special
 
                                      D-1
<PAGE>
regulations, restrictions or  limitations. In the  Commonwealth, over 150  funds
have   been  established  by  legislative  enactment  or  in  certain  cases  by
administrative action for the purpose of recording the receipts and disbursement
of moneys received by the Commonwealth.  Annual budgets are adopted each  fiscal
year  for the  principal operating funds  of the Commonwealth  and several other
special revenue funds.  Expenditures and  encumbrances against  these funds  may
only  be made pursuant to appropriation measures enacted by the General Assembly
and approved by the Governor. The General Fund, the Commonwealth's largest fund,
receives all tax revenues, non-tax revenues and federal grants and  entitlements
that  are not specified  by law to  be deposited elsewhere.  The majority of the
Commonwealth's operating  and  administrative  expenses  are  payable  from  the
General  Fund. Debt service on all bond indebtedness of the Commonwealth, except
that issued for  highway purposes or  for the benefit  of other special  revenue
funds, is payable from the General Fund.
 
    Financial  information for the principal operating funds of the Commonwealth
are maintained on a budgetary basis of accounting, which is used for the purpose
of ensuring compliance with the enacted operating budget. The Commonwealth  also
prepares  annual  financial  statements in  accordance  with  generally accepted
accounting principles ("GAAP"). Budgetary basis financial reports are based on a
modified cash basis  of accounting  as opposed to  a modified  accrual basis  of
accounting  prescribed  by GAAP.  Financial  information is  adjusted  at fiscal
year-end to reflect appropriate accruals  for financial reporting in  conformity
with GAAP.
 
    RECENT  FINANCIAL  RESULTS--From fiscal  1984,  when the  Commonwealth first
prepared its financial  statements on  a GAAP  basis, through  fiscal 1989,  the
Commonwealth  reported a  positive unreserved-undesignated fund  balance for its
governmental fund types at each fiscal year end. Slowing economic growth  during
1990, leading to a national economic recession beginning in fiscal 1991, reduced
revenue   growth  and   increased  expenditures  and   contributed  to  negative
unreserved-undesignated fund balances  at the end  of the 1990  and 1991  fiscal
years.  The  negative unreserved-undesignated  fund balance  was due  largely to
operating deficits in the General Fund  and the State Lottery Fund during  those
fiscal  years. Actions taken during  fiscal 1992 to bring  the General Fund back
into balance, including tax increases and expenditure restraints, resulted in  a
$1.1  billion reduction to the unreserved-undesignated fund deficit for combined
governmental fund  types at  June 30,  1993, as  a result  of a  $420.4  million
increase  in  the balance.  These gains  were produced  by continued  efforts to
control expenditure growth.  The Combined  Balance Sheet  as of  June 30,  1993,
showed  total fund  balance and  other credits  for the  total governmental fund
types of $1,959.9 million,  a $732.1 million increase  from the balance at  June
30,  1992. During  fiscal 1993,  total assets  increased by  $1,296.7 million to
$7,096.4  million,  while  liabilities  increased  $564.6  million  to  $5,136.5
million.
 
    FISCAL 1991 FINANCIAL RESULTS--The Commonwealth experienced a $453.6 million
general  fund  deficit  as of  the  end of  its  1991 fiscal  year.  The deficit
reflected higher than  budgeted expenditures,  below-estimate economic  activity
and  growth rates of economic indicators  and total tax revenue shortfalls below
those assumed in the enacted budget.
 
    Rising  demands  on  state  programs  caused  by  the  economic   recession,
particularly  for  medical  assistance  and cash  assistance  programs,  and the
increased costs  of special  education programs  and correction  facilities  and
programs,  contributed  to  increased  expenditures in  fiscal  1991,  while tax
revenues for  the  1991 fiscal  year  were  severely affected  by  the  economic
recession.  Total corporation tax receipts and sales and use tax receipts during
fiscal 1991  were,  respectively, 7.3  percent  and 0.9  percent  below  amounts
collected during fiscal 1990. Personal income tax receipts also were affected by
the  recession but  not to  the extent  of the  other major  General Fund taxes,
increasing only 2.0 percent over fiscal 1990 collections.
 
    A  number  of  actions  were  taken  throughout  the  fiscal  year  by   the
Commonwealth  to mitigate  the effects of  the recession on  budget revenues and
expenditures. The  Commonwealth  initiated  a number  of  cost-saving  measures,
including  the  firing  of  2,000 state  employees,  deferral  of  paychecks and
reduction of funds to state  universities, which resulted in approximately  $871
million cost savings.
 
    FISCAL 1992 FINANCIAL RESULTS--Actions taken during fiscal 1992 to bring the
General  Fund budget back into balance,  including tax increases and expenditure
restraints resulted in a $1.1 billion reduction for the  unreserved-undesignated
fund  deficit for combined  governmental fund types  and a return  to a positive
fund balance.  Total  General  Fund  revenues for  fiscal  1992  were  $14,516.8
million,  which is approximately 22 percent  higher than fiscal 1991 revenues of
$11,877.3 million due  in large part  to tax increases.  The increased  revenues
funded  substantial  increases  in education,  social  services  and corrections
programs. As a  result of the  tax increases and  certain appropriation  lapses,
fiscal  1992 ended with  an $8.8 million  surplus after having  started the year
with an unappropriated General Fund balance deficit of $453.6 million.
 
    FISCAL 1993 FINANCIAL RESULTS--Fiscal 1993 closed with revenues higher  than
anticipated  and expenditures approximately as projected, resulting in an ending
unappropriated   balance    surplus    of   $242.3    million.    A    deduction
 
                                      D-2
<PAGE>
in  the  personal income  tax  rate in  July 1992  and  the one-time  receipt of
revenues  from  retroactive  corporate  tax   increases  in  fiscal  1992   were
responsible, in part, for the low growth in fiscal 1993.
 
    FISCAL  1994 FINANCIAL RESULTS--Commonwealth revenues during the 1994 fiscal
year totaled $15,210.7 million,  $38.6 million above  the fiscal year  estimate,
and  3.9 percent  over commonwealth  revenues during  the 1993  fiscal year. The
sales tax was an  important contributor to the  higher than estimated  revenues.
The  strength of collections from  the sales tax offset  the lower than budgeted
performance of the  personal income tax  that ended the  1994 fiscal year  $74.4
million below estimate. The shortfall in the personal income tax was largely due
to  shortfalls in income not subject  to withholding such as interest, dividends
and other income. Expenditures, excluding pooled financing expenditures and  net
of  all fiscal 1994 appropriation lapses, totaled $14,934.4 million representing
a 7.2 percent  increase over  fiscal 1993 expenditures.  Medical assistance  and
prisons  spending contributed to the rate of spending growth for the 1994 fiscal
year. The Commonwealth maintained an operating balance on a budgetary basis  for
fiscal  1994 producing  a fiscal  year ending  unappropriated surplus  of $335.8
million.
 
    FISCAL 1995 BUDGET--On June  16, 1994, the Governor  signed a $15.7  billion
general  fund budget, an  increase of over  3.9% from the  Fiscal 1994 budget. A
substantial  amount  of  the  increase   is  targeted  for  medical   assistance
expenditures, reform of the state-funded public assistance program and education
subsidies  to local  school districts. The  budget also  includes tax reductions
totaling an estimated $166.4 million benefiting principally low income  families
and  corporations. The fiscal 1995 budget  projects a $4 million fiscal year-end
unappropriated surplus.
 
    FISCAL 1996 BUDGET--For the fiscal year  ending June 30, 1996, the  Governor
proposed  a $16.1 billion general fund  budget, an increase of approximately 2.7
percent from the fiscal  1995 budget. Areas targeted  for the largest  budgetary
increases  are medical assistance and basic education. In addition, the Governor
proposed accelerating corporate net income tax rate reductions, eliminating  the
inheritance tax paid by a surviving spouse on jointly owned property, and making
other business tax reductions.
 
    DEBT  LIMITS AND OUTSTANDING DEBT--The Pennsylvania Constitution permits the
issuance of the following  types of debt: (i)  debt to suppress insurrection  or
rehabilitate  areas affected by  disaster; (ii) electorate  approved debt; (iii)
debt for capital projects subject to an aggregate outstanding debt limit of 1.75
times the annual average  tax revenues of the  preceding five fiscal years;  and
(iv) tax anticipation notes payable in the fiscal year of issuance.
 
    Under the Pennsylvania Fiscal Code, the Auditor General is required annually
to  certify  to  the  Governor  and  the  General  Assembly  certain information
regarding the  Commonwealth's indebtedness.  According to  the August  31,  1994
Auditor  General certificate, the  average annual tax  revenues deposited in all
funds in  the five  fiscal years  ended June  30, 1994  was approximately  $16.5
billion,  and therefore,  the net  debt limitation for  the 1995  fiscal year is
$28.8 billion.  Outstanding net  debt totaled  $4.0 billion  at June  30,  1994,
approximately  equal to the net  debt at June 30, 1993.  At August 31, 1994, the
amount of debt authorized by  law to be issued, but  not yet incurred was  $15.0
billion.
 
    DEBT  RATINGS--All outstanding general obligation  bonds of the Commonwealth
are rated AA- by S&P and A1 by Moody's.
 
    CITY  OF   PHILADELPHIA--The   City   of   Philadelphia   (the   "City"   or
"Philadelphia")   is  the   largest  city  in   the  Commonwealth.  Philadelphia
experienced a series of general fund deficits for fiscal years 1988 through 1992
which have culminated in the  City's present serious financial difficulties.  In
its   1992  Comprehensive  Annual  Financial  Report,  Philadelphia  reported  a
cumulative general fund deficit of $71.4 million for fiscal year 1992.
 
    In June  1991, the  Pennsylvania  legislature established  the  Pennsylvania
Intergovernmental  Cooperation  Authority  ("PICA"), a  five-member  board which
oversees the  fiscal  affairs  of  the City  of  Philadelphia.  The  legislation
empowers  PICA to  issue notes  and bonds  on behalf  of Philadelphia,  and also
authorizes Philadelphia to levy  a one-percent sales tax  the proceeds of  which
would  be used  to pay off  the bonds.  In return for  PICA's fiscal assistance,
Philadelphia is required, among other things, to establish a five-year financial
plans  that  include  balanced  annual   budgets.  Under  the  legislation,   if
Philadelphia  does not  comply with  such requirements,  PICA may  withhold bond
revenues and certain state funding.
 
    At this time, the City is  operating under a five-year fiscal plan  approved
by  PICA on April 6, 1992. Full implementation of the five-year plan was delayed
due to labor  negotiations that  were not  completed until  October 1992,  three
months  after the expiration  of the old  labor contracts. The  terms of the new
labor contracts are  estimated to  cost approximately $144.4  million more  than
what  was budgeted in the original five-year plan. An amended five-year plan was
approved by  PICA  in May  1993.  The Mayor's  latest  update of  the  five-year
financial plan was approved by PICA on May 2, 1994.
 
                                      D-3
<PAGE>
    As of November 17, 1994, PICA has issued $1,296.7 million of its Special Tax
Revenue  Bonds. In accordance with the enabling legislation, PICA was guaranteed
a percentage of the wage tax revenue expected to be collected from  Philadelphia
residents to permit repayment of the bonds.
 
    In  January 1993, Philadelphia anticipated  a cumulative general fund budget
deficit of $57 million for the 1993 fiscal year. In response to the  anticipated
deficit,  the Mayor unveiled a financial plan eliminating the budget deficit for
the 1993 budget year  through significant service cuts  that included a plan  to
privatize  certain city  provided services. Due  to an upsurge  in tax receipts,
cost-cutting and  additional PICA  borrowings, Philadelphia  completed the  1993
fiscal  year with a balanced general fund  budget. The audit findings for fiscal
1993 show a cumulative general fund surplus of approximately $3 million for  the
fiscal year ended June 30, 1993.
 
    In  January 1994, the Mayor proposed a $2.3 billion city general fund budget
that included no  tax increases,  no significant service  cuts and  a series  of
modest  health  and welfare  program  increases. At  that  time, the  Mayor also
unveiled a $2.2 billion program  (the "Philadelphia Economic Stimulus  Program")
designed  to stimulate Philadelphia's economy and stop  the loss of 1,000 jobs a
month. In its 1994 Comprehensive Annual Financial Report, Philadelphia  reported
a  cumulative general fund surplus of approximately $15.4 million for the fiscal
year ended June 30, 1994.
 
    The Standard & Poor's Corporation rating on Philadelphia general  obligation
bonds is "BB." The Moody's Investors Service rating is currently "Ba."
 
    LITIGATION--The  Commonwealth is  a party to  numerous lawsuits  in which an
adverse final decision could  materially affect the Commonwealth's  governmental
operations  and consequently its ability to pay debt service on its obligations.
The Commonwealth also faces tort claims  made possible by the limited waiver  of
sovereign immunity effected by Act 152, approved September 28, 1978.
 
PENNSYLVANIA TAXABLE ESTIMATED CURRENT RETURN TABLE
 
    The  following tables show the approximate taxable estimated current returns
for individuals  that are  equivalent to  tax-exempt estimated  current  returns
under  combined Federal and  state taxes, using  published 1995 marginal Federal
tax rates and marginal state tax  rates currently available and scheduled to  be
in  effect.  The  tables  incorporate  increased  tax  rates  for  higher-income
taxpayers that were  included in  the Revenue  Reconciliation Act  of 1993.  For
cases  in which more than one state  bracket falls within a Federal bracket, the
highest state bracket is combined with  the Federal bracket. The combined  state
and  Federal tax  brackets shown  reflect the fact  that state  tax payments are
currently deductible for Federal  tax purposes. The  tables illustrate what  you
would  have to  earn on  taxable investments  to equal  the tax-exempt estimated
current return for your  income tax bracket. A  taxpayer's marginal tax rate  is
affected  by both his taxable income and  his adjusted gross income. Locate your
adjusted gross and  your taxable  income (which  is your  adjusted gross  income
reduced by any deductions and exemptions), then locate your tax bracket based on
joint  or single  tax filing.  Read across  to the  equivalent taxable estimated
current return you  would need  to match the  tax-free income.  A comparison  of
tax-free  and equivalent taxable  estimated current returns  with the returns on
various taxable investments is one element  to consider in making an  investment
decision.
 
                                      D-4
<PAGE>
 COMBINED MARGINAL TAX RATES FOR JOINT TAXPAYERS WITH FOUR PERSONAL EXEMPTIONS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS      STATE* AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 38.0 $     0-111.8      17.5   %     6.06    6.36    6.67    6.97    7.27    7.58    7.88    8.18
    38.0- 91.9       0-111.8      30.0         7.14    7.50    7.86    8.21    8.57    8.93    9.29    9.64
                 111.8-167.7      31.0         7.25    7.61    7.97    8.33    8.70    9.06    9.42    9.78
    91.9-140.0       0-111.8      33.0         7.46    7.84    8.21    8.58    8.96    9.33    9.70   10.07
                 111.8-167.7      34.0         7.58    7.95    8.33    8.71    9.09    9.47    9.85   10.23
                 167.7-290.2      36.5         7.87    8.27    8.66    9.06    9.45    9.84   10.24   10.63
   140.0-250.0   111.8-167.7      39.0         8.20    8.61    9.02    9.43    9.84   10.25   10.66   11.07
                 167.7-290.2      41.5         8.55    8.97    9.40    9.83   10.26   10.68   11.11   11.54
                  Over 290.2      39.0   2     8.20    8.61    9.02    9.43    9.84   10.25   10.66   11.07
    Over 250.0   167.7-290.2      45.5         9.17    9.63   10.09   10.55   11.01   11.47   11.93   12.39
                  Over 290.2      42.5   3     8.70    9.13    9.57   10.00   10.43   10.87   11.30   11.74
</TABLE>
 
  COMBINED MARGINAL TAX RATES FOR SINGLE TAXPAYERS WITH ONE PERSONAL EXEMPTION
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                  FEDERAL
    FEDERAL      ADJUSTED      COMBINED
    TAXABLE        GROSS      STATE* AND                   TAX-EXEMPT ESTIMATED CURRENT RETURN
    INCOME        INCOME        FEDERAL       --------------------------------------------------------------
   (1,000'S)     (1,000'S)     TAX RATE1      5.00%   5.25%   5.50%   5.75%   6.00%   6.25%   6.50%   6.75%
 ------------- -------------  -----------     ------  ------  ------  ------  ------  ------  ------  ------
 <S>           <C>            <C>             <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
 $     0- 22.8 $     0-111.8      17.5         6.06    6.36    6.67    6.97    7.27    7.58    7.88    8.18
    22.8- 55.1       0-111.8      30.0         7.14    7.50    7.86    8.21    8.57    8.93    9.29    9.64
    55.1-115.0       0-111.8      33.0         7.46    7.84    8.21    8.58    8.96    9.33    9.70   10.07
                 111.8-234.3      34.5         7.63    8.02    8.40    8.78    9.16    9.54    9.92   10.31
   115.0-250.0   111.8-234.3      39.5         8.26    8.68    9.09    9.50    9.92   10.33   10.74   11.16
                  Over 234.3      39.0   2     8.20    8.61    9.02    9.43    9.84   10.25   10.66   11.07
    Over 250.0    Over 234.3      42.5   3     8.70    9.13    9.57   10.00   10.43   10.87   11.30   11.74
<FN>
- ------------------
      1  The table reflects the effect of the limitations on  itemized deductions and the deduction for personal exemptions. They
were designed to phase out certain benefits of these deductions for higher income taxpayers. These limitations, in effect,  raise
the  current maximum marginal Federal tax rate to approximately 44.0  percent for taxpayers filing a joint return and entitled to
four personal exemptions and to  approximately 41.0 percent for  taxpayers filing a single return  entitled to only one  personal
exemption.  These limitations are  subject to certain maximums,  which depend on  the number of exemptions  claimed and the total
amount of the taxpayer's itemized  deductions. For example, the  limitation on itemized deductions will  not cause a taxpayer  to
lose more than 80% of his allowable itemized deductions, with certain exceptions.
      2 Federal tax rate reverts to 36.0% after the 80% cap on the limitation on itemized deductions has been met.
      3 Federal tax rate reverts to 39.6% after the 80% cap on the limitation on itemized deductions has been met.
</TABLE>
 
                                      D-5

<PAGE>

                 NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 830

                             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 1 as
                           to Prospectus on 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 Cover Page
    (b)  Title of securities issued       )

2.  Name and address of Depositor         )23 Information About the Sponsor

3.  Name and address of Trustee           )22 Information About the Trustee

4.  Name and address of principal         )23 Information About the Sponsor
    Underwriter                           )

5.  Organization of trust                 ) 1 What Is The Nuveen Tax-Exempt
                                          )   Unit Trust?

6.  Execution and termination of          ) 1 What Is The Nuveen Tax-Exempt
    Trust Agreement                       )   Unit Trust?
                                          )22 Information About the Trustee
                                          )24 Other Information

7.  Changes of Name                                    *

8.  Fiscal Year

9.  Litigation

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

10. General Information regarding         ) 3 Summary of Portfolios
    trust's securities                    ) 5 Why and How are the Bonds
                                              Insured?
                                           13 When Are Distributions
                                              Made to Unitholders?
                                          )18 Ownership and Transfer of Units
                                          )19 How Units May Be Redeemed
                                              Without Charge
                                          )21 How Bonds May Be Removed From
                                          )   The Trusts
                                          )22 Information About the Trustee
                                          )23 Information About the Sponsor
                                          )24 Other Information

                                          )11 What Is The Tax Status of
                                          )   Unitholders?

11. Type of securities comprising         ) 1 What Is The Nuveen Tax-Exempt
    units                                 )   Unit Trust?
                                          ) 3 Summary of Portfolios
                                          ) 4 Composition of Trusts
                                          ) 2 What Are The Objectives Of
                                          )   The Trusts?
                                            5 Why and How are the Bonds
                                              Insured?

12. Certain information regarding         )   *
    periodic payment certificates         )

13. (a)Load, fees, expenses, etc.         )ii Essential Information Regarding
                                          )   the Trusts on Date of Deposit of
                                                Bonds
                                          ) 6 How Is The Public Offering Price
                                          )   Determined?
                                          ) 7 Market For Units
                                          ) 8 What Is Accrued Interest?
                                          ) 9 What Is The Estimated Current
                                          )   Return?
                                          )10 How Was The Price Of The Bonds
                                          )    Determined At Date of Deposit?
                                          )12 What Are Normal Trust Operating
                                          )   Expenses?
                                          ) 3 Summary of Portfolios
                                          )13 When Are Distributions Made
                                          )   to Certificateholders?
                                          )15 How Detailed Are Reports To
                                                Certificateholders?


<PAGE>


    (b)Certain information regarding      )   *
       periodic payment certificates      )


    (c)Certain percentages                ) 6 How Is the Public Offering Price
                                          )   Determined?
                                          ) 7 Market For Units
                                          ) 9 What Is The Estimated Current
                                          )   Return?
                                          )10 How Was The Price of the Bonds
                                          )   Determined At Date of Deposit?
                                          ) 8 What is Accrued Interest?

    (d)Certain other fees, etc.           )10 How Was The Price Of The Bonds
       payable by holders                 )   Determined At Date of Deposit?
                                          )12 What Are Normal Trust Operating
                                          )   Expenses?
                                          )18 Ownership and Transfer of Units

    (e)Certain profits receivable         ) 4 Composition of Trusts
       by depositor, principal under-     )
       writer, trustee or affiliated      )20 How Units May Be Purchased By
       persons                            )   The Sponsor

    (f)Ratio of annual charges
       to income                                *

14. Issuance of trust's securities        ) 3 Summary of Portfolios
                                          )13 When Are Distributions Made
                                          )   To Unitholders?
                                          )18 Ownership and Transfer of Units
                                          )19 How Units May Be Redeemed
                                          )   Without Charge

15. Receipt and handling of payments      )   *
    from purchasers                       )

16. Acquisition and Disposition of        ) 1 What Is The Nuveen Tax-Exempt
    Underlying Securities                 )   Unit Trust?
                                          ) 3 Summary of Portfolios
                                          ) 4 Composition of Trusts
                                          ) 5 Why and How are the Bonds
                                              Insured?
                                          )19 How Units May Be Redeemed
                                              Without Charge
                                          )21 How Bonds May Be Removed From
                                          )   The Trusts
                                          )24 Other Information

17. Withdrawal or redemption              ) 7 Market For Units
                                          )19 How Units May Be Redeemed
                                          )   Without Charge
                                          )20 How Units May Be Purchased By
                                          )   The Sponsor

18. (a)Receipt and disposition of income  ) 3 Summary of Portfolios
                                          )13 When Are  Distributions
                                              Made To Unitholders?
                                          )15 How Detailed Are Reports To
                                          )   Unitholders?

    (b)Reinvestment of distributions      )14 Accumulation Plan

    (c)Reserves or special funds          ) 3 Summary of Portfolios
                                          )13 When Are Distributions
                                          )   Made To Certificateholders?

    (d)Schedule of distributions          )   *

19. Records, accounts and reports         )13 When Are Distributions Made
                                          )   To Certificateholders?
                                          )15 How Detailed Are Reports To
                                          )   Certificateholders?

20. Certain miscellaneous provisions of   )22 Information About the Trustee
    Trust Agreement                       )23 Information About the Sponsor
                                          )24 Other Information


<PAGE>

21. Loans to security holders             )   *

22. Limitations on liability              ) 3 Summary of Portfolios
                                          ) 4 Composition of Trusts
                                          )22 Information About The Trustee

23. Bond arrangements                     )   *

24. Other material provisions of Trust    )   *
    Agreement.                            )

    III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of Depositor             )23 Information About the Sponsor

26. Fees received by Depositor            )   *

27. Business of Depositor                 )23 Information About the Sponsor

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

29. Voting Securities of Depositor        )23 Information About the 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    )

<PAGE>


    IV.  DISTRIBUTION AND REDEMPTION OF SECURITIES

35. Distribution of trust's securities by )
    states                                )
                                          )   *
36. Suspension of sales of trust's        )
    securities                            )
                                          )
37. Revocation of authority to distribute )

38. (a)Method of distribution             )
                                          )
    (b)Underwriting agreements            )17 How Units of The Trusts Are
                                          )   Distributed To The Public
    (c)Selling agreements                 )

39. (a)Organization of principal          )
         underwriter                      )
                                          )23 Information About The Sponsor
    (b)NASD membership of principal       )
         underwriter                      )

40. Certain fees received by principal    )   *
    underwriter


41. (a)Business of principal underwriter  )
                                          )
    (b)Branch offices of principal under- )    *
       writer                             )
                                          )
    (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                )ii Essential Information Regarding
                                          )   The Trusts On Date Of Deposit Of
                                          )   Bonds
                                          ) 6 How Is The Public Offering Price
                                          )   Determined?
                                          )10 How Was The Price Of The Bonds
                                          )   Determined At Date of Deposit?
                                          )12 What Are Normal Trust Operating
                                          )   Expenses?


    (b)Schedule as to offering price      )   *

    (c)Variation in offering price to     ) 6 How Is the Public Offering Price
       certain persons                    )   Determined?
                                          ) 8 What Is Accrued Interest?
                                          )10 How Was The Price Of The Bonds
                                          )   Determined At Date of Deposit?

<PAGE>


45. Suspension of redemption rights       )   *

46. (a)Redemption valuation               )16 Unit Value and Evaluation
                                          )19 How Units May Be Redeemed
                                          )   Without Charge
                                          )20 How Units May Be Purchased By
                                          )   The Sponsor

    (b)Schedule as to redemption price    )   *

47. Maintenance of position in underlying ) 5 How Is the Public Offering Price
    securities                            )   Determined?
                                          )20 How Units May Be Purchased By
                                          )   The Sponsor

    V.   INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of Trustee)21 Information About The Trustee

49. Fees and expenses of Trustee          )ii Essential Information Regarding
                                          )   The Trusts On Date of Deposit Of
                                          )   Bonds
                                          )12 What Are Normal Trust Operating
                                          )   Expenses?

50. Trustee's lien                        )12 What Are Normal Trust Operating
                                          )   Expenses?
                                          )13 When Are Distributions Made
                                          )   To Unitholders?

    VI.  INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

51. Insurance of holders of trust's       )   *
    securities                            )

                        VII.  POLICY OF REGISTRANT

52. (a)Provisions of trust agreement with )12 What Are Normal Trust Operating
       respect to selection or elimination)   Expenses?
       of underlying securities           )19 How Units May Be Redeemed With-
                                          )   out Charge
                                          )21 How Bonds May Be Removed From
                                          )   The Trusts

    (b)Transactions involving elimination )   *
       of underlying securities           )

    (c)Policy regarding substitution or   ) 3 Summary of Portfolio
       elimination of underlying          ) 4 Composition of Trusts
       securities                         )21 How Bonds May Be Removed From
                                          )   The Trusts

    (d)Fundamental policy not otherwise   )   *
       covered                            )

53. Tax status of trust                   )11 What Is The Tax Status Of
                                          )   Unitholders?

    VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during last ten years)   *

55.)                                      )   *
56.)Certain information regarding         )
57.)periodic payment certificates         )
58.)                                      )

__________

*Inapplicable, omitted, answer negative or not required.



<PAGE>

                       CONTENTS OF REGISTRATION STATEMENT

A.  BONDING ARRANGEMENTS OF DEPOSITOR:

    The Depositor has obtained the following Stockbrokers Blanket Bonds for
    its officers, directors and employees:

    INSURER/POLICY NO.                                     AMOUNT

    United Pacific Insurance Co.                           $10,000,000
    Reliance Insurance Company
    B 74 92 20

    Aetna Casualty and Surety                              $10,000,000
    08 F10618BCA

    St. Paul Insurance Co.                                 $ 6,000,000
    400 HC 1051

B.  This Registration Statement comprises the following papers and documents:

    The facing sheet

    The Prospectus

    The signatures

    Consents of Counsel

    Exhibits



<PAGE>


                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the 
Registrant, Nuveen Tax-Exempt Unit Trust, Series 830, has duly caused 
this Registration Statement to be signed on its behalf by the undersigned 
thereunto  duly authorized in the City of Chicago and State of Illinois 
on 5/11/95.
 

                               NUVEEN TAX-EXEMPT UNIT TRUST, SERIES 830
                                  (Registrant)

                                  By JOHN NUVEEN & CO. INCORPORATED
                                  (Depositor)

                              
                                    By:  Larry Woods Martin 
                                         _______________________
                                         Vice President
                                         

                              
                                Attest:  Morrison C. Warren
                                         ___________________
                                         Assistant Secretary 
                                         


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

SIGNATURE                    *TITLE                        DATE

Richard J. Franke       Chairman, Board of Directors, )
                        Chief Executive Officer and   )
                        Director                      )
                                                      )
Donald E. Sveen         President, Chief Operating    )
                        Officer and Director          )
                                                      )
Anthony T. Dean         Executive Vice President and  )Larry Woods Martin
                        Director                      )Attorney-in-Fact**
                                                      )
Timothy T. Schwertfeger Executive Vice President and  )
                        Director                      )
                                                      )
O. Walter Renfftlen     Vice President and Controller )
                        (Principal Accounting Officer))
                                                      )
                                                      )5/11/95

- ------------------------------------------------------------------------------


*The titles of the persons named herein represent their capacity in and
relationship to John Nuveen & Co. Incorporated, the Depositor.

**The powers of attorney were filed on Form SE for Messrs. Franke, Sveen,
Renfftlen, Dean and Schwerfeger with the Amendment to the Registration
Statement on Form S-6 of Nuveen Tax-Exempt Unit Trust, Series 671
(File No. 33-49175). 




<PAGE>


                          CONSENT OF CHAPMAN AND CUTLER

    The consent of Chapman and Cutler to the use of its name in the Prospectus
included in the Registration Statement will be filed by Amendment.

                            CONSENT OF STATE COUNSEL

    The consents of special counsel to the Fund for state tax matters to the
use of their names in the Prospectus included in the Registration Statement
will be filed by Amendment.

                    CONSENT OF STANDARD + POOR'S CORPORATION

    The consent of Standard + Poor's Corporation to the use of its name
in the Prospectus included in the Registration Statement will be filed by
Amendment.

                    CONSENT OF KENNY S+P EVALUATION SERVICES

    The consent of Kenny S+P Evaluation Services to the use of its name in the
Prospectus included in the Registration Statement will be filed by Amendment.

                      CONSENT OF CARTER, LEDYARD & MILBURN

    The consent of Carter, Ledyard & Milburn to the use of its name in the
Prospectus included in the Registration Statement will be filed by Amendment.

                        CONSENT OF ARTHUR ANDERSEN LLP

    The consent of Arthur Andersen LLP to the use of its report and to the
reference to such firm in the Prospectus included in the Registration 
Statement will be filed by Amendment.



<PAGE>

LIST OF EXHIBITS:

    1.1(a)    Copy of Trust Indenture and Agreement between John Nuveen & Co.
              Incorporated, Depositor, and United States Trust Company of
              New York, Trustee.  Filed as Exhibit 1.1(A) to the Sponsor's
              Registration Statement filed with respect to Series 723
              (File No. 33-52527) and is incorporated herein by reference. 

    1.1(b)    Schedules to Trust Indenture and Agreement (to be supplied by
              amendment).

    1.2*      Copy of Certificate of Incorporation, as amended, of John Nuveen
              & Co. Incorporated, Depositor.

    1.3**     Copy of amendment of Certificate of Incorporation changing name
              of Depositor to John Nuveen & Co. Incorporated.

    2.1       Copy of Certificate of Ownership (included in Exhibit 1.1(A) and
              Incorporated herein by reference).

    3.1       Opinion of counsel as to legality of securities being registered
              (to be supplied by amendment).

    3.2       Opinion of counsel as to Federal income tax status of securities
              being registered (to be supplied by amendment).

    3.3       Consents of special state counsel to the Fund for state tax
              matters to use of their names in the Prospectus (to be supplied
              by amendment).

    4.1       Consent of Standard + Poor's Corporation (to be supplied by
              amendment).

    4.2       Consent of Kenny S+P Evaluation Services (to be supplied by
              amendment).

    4.3       Consent of Carter, Ledyard & Milburn (to be supplied by
              amendment).

    6.1       List of Directors and Officers of Depositor and other related
              information (incorporated by reference to Form S-6 [File 
              No. 33-58059] filed on March 13, 1995 on behalf of Nuveen
              Tax-Exempt Unit Trust, Series 795).

- ------------------------------------------------------------------------------

*Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on 
behalf of Nuveen Tax-Exempt Unit Trust, Series 16.

**Incorporated by reference to Form N-8B-2 (File No. 811-2198) filed on 
behalf of Nuveen Tax-Exempt Unit Trust, Series 37.


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