FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 123, S-6EL24/A, 1995-08-15

FIRST TRUST SPECIAL SITUATIONS TRUST SERIES 123
S-6EL24/A, 1995-08-15

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As filed with the Securities and Exchange Commission on August 15, 1995.

Registration No. 33-61727

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1 to Form S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

A. Exact name of trust:

THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 123

B. Name of depositor:

NIKE SECURITIES L.P.

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

NIKE SECURITIES L.P.
1001 Warrenville Road
Lisle, Illinois 60532

D. Name and complete address of agent for service:

Copy to:

JAMES A. BOWEN ERIC F. FESS
c/o Nike Securities L.P. c/o Chapman and Cutler
1001 Warrenville Road 111 West Monroe Street
Lisle, Illinois 60532 Chicago, Illinois 60603

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 Aggregate Offering Price to the Public of
the Securities Being Registered:

Indefinite

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

H. Approximate date of proposed sale to public:

As soon as practicable after the effective date of the
Registration Statement.

_________________________

The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 123

Cross-Reference Sheet

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

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

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

4. Name and address of Underwriting
principal underwriters

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

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

7. Changes of name *

8. Fiscal Year *

9. Litigation *

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

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

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

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

(e) Periodic payment plan
certificates *

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

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

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

(i) Other provisions The First Trust Special
Situations Trust

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

12. Certain information
regarding periodic payment
plan certificates *

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

(b) Certain information
regarding periodic payment
plan certificates *

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

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

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

(g) Ratio of annual charges to
income *

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

15. Receipt and handling of
payments from purchasers *

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

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

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

(b) Reinvestment of
distributions Rights of Unit Holders

(d) Schedule of distributions *

19. Records, accounts and
reports Rights of Unit Holders

20. Certain miscellaneous
provisions of trust
agreement

(a) Amendment Other Information

(b) Termination Other Information

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

21. Loans to security holders *

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

23. Bonding arrangements Contents of Registration
Statement

24. Other material provisions
of trust agreement *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

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

26. Fees received by depositor *

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

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

29. Voting securities of *
depositor

30. Persons controlling *
depositor

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

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

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

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

IV. DISTRIBUTION AND REDEMPTION

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

36. Suspension of sales of
trust's securities *

37. Revocation of authority
to distribute *

38. (a) Method of distribution Public Offering

(b) Underwriting agreements Public Offering;
Underwriting

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

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

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

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

(b) Branch offices of
principal underwriters *

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

43. Certain brokerage
commissions received
by principal underwriters *

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

(b) Schedule as to offering
price *

45. Suspension of redemption
rights *

46. (a) Redemption Valuation Rights of Unit Holders

(b) Schedule as to redemption
price *

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

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

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

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

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

VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES

51. Insurance of holders of *
trust's securities

VII. POLICY OF REGISTRANT

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

(b) Transactions involving
elimination of underlying
securities *

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

(d) Fundamental policy not
otherwise covered *

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

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during
last ten years *

55. Certain information regarding
periodic payment plan
certificates

56. Certain information regarding
periodic payment plan
certificates

57. Certain information regarding *
periodic payment plan
certificates

58. Certain information regarding
periodic payment plan
certificates

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

__________________________
* Inapplicable, answer negative or not required.

SUBJECT TO COMPLETION DATED AUGUST 15, 1995

American Financial Institutions Growth Trust, Series 1

American Technology Growth Trust, Series 1

The Trusts. The First Trust (registered trademark) Special Situations
Trust, Series 123 consists of the underlying separate unit investment
trusts set forth above. The various trusts are sometimes collectively
referred to herein as the "Trusts."

The American Financial Institutions Growth Trust, Series 1 is
a unit investment trust consisting of a portfolio containing common
stocks issued by national and regional financial institutions
which are incorporated or headquartered in the United States.

The American Technology Growth Trust, Series 1 is a unit investment
trust consisting of a portfolio containing common stocks issued
by companies in the computer and technology industry.

The objective of the American Financial Institutions Growth Trust,
Series 1 is to provide for potential capital appreciation and
dividend income by investing such Trust's portfolio in common
stocks ("Equity Securities"). The objective of the American Technology
Growth Trust, Series 1 is to provide for potential capital appreciation
by investing such Trust's portfolio in common stocks ("Equity
Securities"). See "Schedule of Investments" for each Trust. There
is, of course, no guarantee that the objective of each Trust will
be achieved. Each Trust has a mandatory termination date (the
"Mandatory Termination Date" or "Trust Ending Date") as set forth
under "Summary of Essential Information."

Each Unit of a Trust represents an undivided fractional interest
in all the Securities deposited in such Trust. The Equity Securities
deposited in a Trust's portfolio have no fixed maturity date and
the value of these underlying Equity Securities will fluctuate
with changes in the values of stocks in general and with changes
in the conditions and performance of the specific Equity Securities
owned by such Trust. See "Portfolio."

The Sponsor may, from time to time during a period of up to approximately
360 days after the Initial Date of Deposit, deposit additional
Equity Securities in a Trust. Such deposits of additional Equity
Securities will, therefore, be done in such a manner that the
original proportionate relationship amongst the individual issues
of the Equity Securities shall be maintained. Any deposit by the
Sponsor of additional Equity Securities will duplicate, as nearly
as is practicable, the original proportionate relationship established
on the Initial Date of Deposit, and not the actual proportionate
relationship on the subsequent date of deposit, since the actual
proportionate relationship may be different than the original
proportionate relationship. Any difference may be due to the sale,
redemption or liquidation of any Equity Securities deposited in
a Trust on the Initial, or any subsequent, Date of Deposit. See
"What is The First Trust Special Situations Trust?" and "How May
Securities be Removed from a Trust?"

Public Offering Price. The Public Offering Price per Unit of a
Trust during the initial offering period is equal to the aggregate
underlying value of the Equity Securities in such Trust (generally
determined by the closing sale prices of listed Equity Securities
and the ask prices of over-the-counter traded Equity Securities)
plus or minus a pro rata share of cash, if any, in the Capital
and Income Accounts of such Trust, plus a maximum sales charge
of 4.9% (equivalent to 5.152% of the net amount invested). The
secondary market Public Offering Price per Unit will be based
upon the aggregate underlying value of the Equity Securities in
a Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid

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

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES
MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY STATE.

First Trust (registered trademark)

The date of this Prospectus is , 1995

Page 1

prices of over-the-counter traded Equity Securities) plus or minus
a pro rata share of cash, if any, in the Capital and Income Accounts
of such Trust plus a maximum sales charge of 4.9% (equivalent
to 5.152% of the net amount invested), subject to reduction beginning
October 1, 1996. The minimum purchase for each Trust is $1,000.
The sales charge for each Trust is reduced on a graduated scale
for sales involving at least 5,000 Units. See "How is the Public
Offering Price Determined?"

Estimated Net Annual Distributions. The estimated net annual dividend
distributions to Unit holders (based on the most recent quarterly
or semi-annual ordinary dividend declared with respect to the
Equity Securities in each Trust) at the opening of business on
the Initial Date of Deposit for American Financial Institutions
Growth Trust, Series 1 was $ per Unit, and for American
Technology Growth Trust, Series 1 was $ per Unit.
The estimated net annual dividend distributions per Unit will
vary with changes in fees and expenses of each Trust, with changes
in dividends received and with the sale or liquidation of Equity
Securities; therefore, there is no assurance that the estimated
net annual dividend distributions will be realized in the future.

Dividend and Capital Distributions. Distributions of dividends and
capital, if any, received by a Trust will be paid in cash on the
Distribution Date to Unit holders of record on the Record Date as
set forth in the "Summary of Essential Information." Distributions
of funds in the Capital Account, if any, will be made at least
annually in December of each year. Any distribution of income
and/or capital will be net of the expenses of a Trust. See "What is
the Federal Tax Status of Unit Holders?" Additionally, upon
termination of a Trust, the Trustee will distribute, upon surrender
of Units for redemption, to each Unit holder his pro rata share of
such Trust's assets, less expenses, in the manner set forth under
"Rights of Unit Holders-How are Income and Capital Distributed?"

Secondary Market for Units. After the initial offering period,
while under no obligation to do so, the Sponsor may maintain a
market for Units of a Trust and offer to repurchase such Units
at prices which are based on the aggregate underlying value of
Equity Securities in a Trust (generally determined by the closing
sale prices of listed Equity Securities and the bid prices of
over-the-counter traded Equity Securities) plus or minus cash,
if any, in the Capital and Income Accounts of such Trust. If a
secondary market is maintained during the initial offering period,
the prices at which Units will be repurchased will be based upon
the aggregate underlying value of the Equity Securities in a Trust
(generally determined by the closing sale prices of listed Equity
Securities and the ask prices of over-the-counter traded Equity
Securities) plus or minus cash, if any, in the Capital and Income
Accounts of such Trust. If a secondary market is not maintained,
a Unit holder may redeem Units through redemption at prices based
upon the aggregate underlying value of the Equity Securities in
a Trust (generally determined by the closing sale prices of listed
Equity Securities and the bid prices of over-the-counter traded
Equity Securities) plus or minus a pro rata share of cash, if
any, in the Capital and Income Accounts of such Trust. A Unit
holder tendering 2,500 Units or more for redemption may request
a distribution of shares of Equity Securities (reduced by customary
transfer and registration charges) in lieu of payment in cash.
See "How May Units be Redeemed?"

Termination. Commencing on the Mandatory Termination Date, Equity
Securities will begin to be sold in connection with the termination
of each Trust. The Sponsor will determine the manner, timing and
execution of the sale of the Equity Securities. Written notice
of any termination of each Trust specifying the time or times
at which Unit holders may surrender their certificates for cancellation
shall be given by the Trustee to each Unit holder at his address
appearing on the registration books of such Trust maintained by
the Trustee. At least 60 days prior to the Mandatory Termination
Date the Trustee will provide written notice thereof to all Unit
holders and will include with such notice a form to enable Unit
holders to elect a distribution of shares of Equity Securities
(reduced by customary transfer and registration charges) if such
Unit holder owns at least 2,500 Units of a Trust, rather than
to receive payment in cash for such Unit holder's pro rata share
of the amounts realized upon the disposition by the Trustee of
Equity Securities. To be effective, the election form, together
with surrendered certificates and other documentation required
by the Trustee, must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date. Unit holders
not electing a distribution of shares of Equity Securities will
receive a cash distribution from the

Page 2

sale of the remaining Securities within a reasonable time after
a Trust is terminated. See "Rights of Unit Holders-How are Income
and Capital Distributed?"

Risk Factors. An investment in a Trust should be made with an
understanding of the risks associated therewith, including, among
other factors, the possible deterioration of either the financial
condition of the issuers of the Equity Securities which make up
a Trust or the general condition of the stock market, volatile
interest rates, economic recession and potential increased regulation
on the banking or communications industries. The Trusts are not
actively managed and Equity Securities will not be sold by the
Trusts to take advantage of market fluctuations or changes in
anticipated rates of appreciation. See "What are Equity Securities?-Risk
Factors."

Page 3

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1995

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

<TABLE>
<CAPTION>
American Financial Institutions Growth Trust, Series 1
General Information
<S> <C>
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Securities per Unit $
Sales Charge of 4.9% of the Public Offering Price per Unit,
(5.152% of the net amount invested) $
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on aggregate underlying value
of Equity Securities) $ less than Public Offering
Price per Unit;
$ less than Sponsor's
Initial Repurchase Price per Unit (3) $
</TABLE>

CUSIP Number
First Settlement Date , 1995

Mandatory Termination Date , 2002

Discretionary Liquidation Amount The Trust may be terminated
if the value thereof is less
than the lower of $2,000,000 or
20% of the total value of Equity
Securities deposited in the Trust
during the primary offering period.

Trustee's Annual Fee $ per Unit outstanding.

Evaluator's Annual Fee $0.0030 per Unit outstanding.
Evaluations for purposes of sale,
purchase or redemption of Units are
made as of the close of trading
(4:00 p.m. eastern standard time) on
the New York Stock Exchange on each
day on which it is open.

Supervisory Fee (4) Maximum of $0.0035 per Unit out-
standing annually payable to an
affiliate of the Sponsor.

Estimated Organizational Expenses (5) $ per Unit.

Income Distribution Record Date Fifteenth day of each March, June,
September and December, commencing
December 15, 1995.

Income Distribution Date (6) Last day of each March, June,
September and December, commencing
December 31, 1995.

[FN]
________________
(1) Each Equity Security listed on a national securities exchange
or the NASDAQ National Market System is valued at the last closing
sale price, or if no such price exists or if the Equity Security
is not so listed, at the closing ask price thereof.

(2) On the Initial Date of Deposit there will be no accumulated
dividends in the Income Account. Anyone ordering Units after such
date will pay a pro rata share of any accumulated dividends in
such Income Account. The Public Offering Price as shown reflects
the value of the Equity Securities at the opening of business on the
Initial Date of Deposit and establishes the original proportionate
relationship amongst the individual securities. No sales to investors
will be executed at this price. Additional Equity Securities will
be deposited during the day of the Initial Date of Deposit which
will be valued as of 4:00 p.m. eastern standard time and sold
to investors at a Public Offering Price per Unit based on this
valuation.

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

(4) The Sponsor will also be reimbursed for bookkeeping and other
administrative expenses currently at a maximum annual rate of
$0.0010 per Unit.

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

(6) Distributions from the Capital Account, if any, will be made
monthly on the last day of the month to Unit holders of record
on the fifteenth day of such month if the amount available for
distribution equals at least $0.01 per Unit. Notwithstanding,
distributions of funds in the Capital Account, if any, will be
made in December of each year.

Page 4

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Securities- , 1995

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

<TABLE>
<CAPTION>
American Technology Growth Trust, Series 1
General Information
<S> <C>
Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities in Portfolio (1) $
Aggregate Offering Price Evaluation of Securities per Unit $
Sales Charge of 4.9% of the Public Offering Price per Unit,
(5.152% of the net amount invested) $
Public Offering Price per Unit (2) $
Sponsor's Initial Repurchase Price per Unit $
Redemption Price per Unit (based on aggregate underlying value
of Equity Securities) $ less than Public Offering
Price per Unit;
$ less than Sponsor's Initial Repurchase Price per
Unit (3) $
</TABLE>

CUSIP Number

First Settlement Date , 1995

Mandatory Termination Date , 2002

Trustee's Annual Fee $ per Unit outstanding.

Evaluator's Annual Fee $0.0030 per Unit outstanding.
Evaluations for purposes of sale,
purchase or redemption of Units are
made as of the close of trading
(4:00 p.m. eastern standard time)
on the New York Stock Exchange on
each day on which it is open.

Supervisory Fee (4) Maximum of $0.0035 per Unit out-
standing annually payable to an
affiliate of the Sponsor.

Estimated Organizational Expenses (5) $ per Unit.

Income Distribution Record Date Fifteenth day of each December,
commencing December 15, 1995.

Income Distribution Date (6) Last day of each December, commencing
December 31, 1995.

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

(4) In addition, the Sponsor will also be reimbursed for bookkeeping
and other administrative expenses currently at a maximum annual
rate of $0.0010 per Unit.

Page 5

American Financial Institutions Growth Trust, Series 1
American Technology Growth Trust, Series 1
The First Trust Special Situations Trust, Series 123

What is The First Trust Special Situations Trust?

The First Trust Special Situations Trust, Series 123 is one of
a series of investment companies created by the Sponsor under
the name of The First Trust Special Situations Trust, all of which
are generally similar but each of which is separate and is designated
by a different series number. This Series consists of underlying
separate unit investment trusts designated as: American Financial
Institutions Growth Trust, Series 1 and American Technology Growth
Trust, Series 1 (collectively, the "Trusts," and each individually,
a "Trust"). The Series was created under the laws of the State
of New York pursuant to a Trust Agreement (the "Indenture"), dated
the Initial Date of Deposit, with Nike Securities L.P., as Sponsor,
United States Trust Company of New York, as Trustee, First Trust
Advisors L.P., as Portfolio Supervisor and FT Evaluators L.P.,
as Evaluator.

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

The objective of the American Financial Institutions Growth Trust,
Series 1 is to provide for potential capital appreciation and
dividend income through an investment in equity securities issued
by national and regional financial institutions which are incorporated
or headquartered in the United States. The Trust seeks to provide
above-average capital appreciation potential from improving fundamentals
and continuing takeover activity in the banking industry.

The objective of the American Technology Growth Trust, Series
1 is to provide for potential capital appreciation through an
investment in equity securities issued by companies in the computer
and technology industry. See "What are Equity Securities?" There
is, of course, no guarantee that the objectives of each Trust
will be achieved.

With the deposit of the Securities on the Initial Date of Deposit,
the Sponsor established a percentage relationship between the
Equity Securities in each Trust's portfolio. From time to time
following the Initial Date of Deposit, the Sponsor, pursuant to
the Indenture, may deposit additional Equity Securities in a Trust
and Units may be continuously offered for sale to the public by
means of this Prospectus, resulting in a potential increase in
the outstanding number of Units of a Trust. Any deposit by the
Sponsor of additional Equity Securities will duplicate, as nearly
as is practicable, the original proportionate relationship and
not the actual proportionate relationship on the subsequent date
of deposit, since the actual proportionate relationship may be
different than the original proportionate relationship. Any such
difference may be due to the sale, redemption or liquidation of
any of the Securities deposited in a Trust on the Initial, or
any subsequent, Date of Deposit. See "How May Securities be Removed
from a Trust?" The original percentage relationship of each Equity
Security to a Trust is set forth herein under "Schedule of Investments"
for each Trust. Since the prices of the underlying Treasury Obligations
and Equity Securities will fluctuate daily, the ratio, on a market
value basis, will also change daily. The maturity value of the
Treasury Obligations and the portion of Equity Securities represented
by each Unit will not change as a result of the deposit of additional
Securities in a Trust.

On the Initial Date of Deposit, each Unit of a Trust represented
the undivided fractional interest in the Securities deposited
in the Trust set forth under "Summary of Essential Information."
To the extent that Units of the Trusts are redeemed, the aggregate
value of the Equity Securities in a Trust will be reduced and
the undivided fractional interest represented by each outstanding
Unit of the Trust will increase. However, if additional Units
are issued by a Trust in connection with the deposit of additional
Securities by the Sponsor, the aggregate value of the Securities
in such Trust will be increased by amounts allocable to additional

Page 6

Units, and the fractional undivided interest represented by each Unit
of such Trust will be decreased proportionately. See "How May
Units be Redeemed?" Each Trust has a Mandatory Termination Date
as set forth herein under "Summary of Essential Information."

What are the Expenses and Charges?

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

Subsequent to the initial offering period, the Evaluator, an affiliate
of the Sponsor, will receive a fee as indicated in the "Summary
of Essential Information." The fee may exceed the actual costs
of providing such evaluation services for these Trusts, but at
no time will the total amount received for evaluation services
rendered to unit investment trusts of which Nike Securities L.P.
is the Sponsor in any calendar year exceed the aggregate cost
to FT Evaluators L.P. of supplying such services in such year.
The Trustee pays certain expenses of each Trust for which it is
reimbursed by such Trust. The Trustee will receive for its ordinary
recurring services to each Trust an annual fee computed at $
per annum per Unit in each Trust outstanding based upon
the largest aggregate number of Units of such Trust outstanding
at any time during the year. For a discussion of the services
performed by the Trustee pursuant to its obligations under the
Indenture, reference is made to the material set forth under "Rights
of Unit Holders."

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

Expenses incurred in establishing each Trust, including costs
of preparing the registration statement, the trust indenture and
other closing documents, registering Units with the Securities
and Exchange Commission and states, the initial audit of each
Trust portfolio and the initial fees and expenses of the Trustee
and any other out-of-pocket expenses, will be paid by such Trust
and amortized over a five-year period. The following additional
charges are or may be incurred by a Trust: all legal and annual
auditing expenses of the Trustee incurred by or in connection
with its responsibilities under the Indenture; the expenses and
costs of any action undertaken by the Trustee to protect such
Trust and the rights and interests of the Unit holders; fees of
the Trustee for any extraordinary services performed under the
Indenture; indemnification of the Trustee for any loss, liability
or expense incurred by it without negligence, bad faith or willful
misconduct on its part, arising out of or in connection with its
acceptance or administration of such Trust; indemnification

Page 7

of the Sponsor for any loss, liability or expense incurred without
gross negligence, bad faith or willful misconduct in acting as
Depositor of such Trust; all taxes and other government charges
imposed upon the Securities or any part of such Trust (no such
taxes or charges are being levied or made or, to the knowledge
of the Sponsor, contemplated). The above expenses and the Trustee's
annual fee, when paid or owing to the Trustee, are secured by
a lien on each Trust. In addition, the Trustee is empowered to
sell Securities in a Trust in order to make funds available to
pay all these amounts if funds are not otherwise available in
the Income and Capital Accounts of such Trust. Since the Equity
Securities are all common stocks and the income stream produced
by dividend payments is unpredictable, the Sponsor cannot provide
any assurance that dividends will be sufficient to meet any or
all expenses of a Trust. As described above, if dividends are
insufficient to cover expenses, it is likely that Equity Securities
will have to be sold to meet such Trust's expenses. These sales
may result in capital gains or losses to Unit holders. See "What
is the Federal Tax Status of Unit Holders?"

The Indenture requires each Trust to be audited on an annual basis
at the expense of such Trust by independent auditors selected
by the Sponsor. So long as the Sponsor is making a secondary market
for the Units of a Trust, the Sponsor is required to bear the
cost of such annual audit to the extent such cost exceeds $0.0050
per Unit for such Trust. Unit holders of a Trust covered by an
audit may obtain a copy of the audited financial statements upon
request.

What is the Federal Tax Status of Unit Holders?

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

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

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

2. Each Unit holder will have a taxable event when a Trust disposes
of an Equity Security (whether by sale, exchange, redemption,
or payment at maturity) or upon the sale or redemption of Units
by such Unit holder. The price a Unit holder pays for his Units,
including sales charges, is allocated among his pro rata portion
of each Security held by a Trust (in proportion to the fair market
values thereof on the date the Unit holder purchases his Units)
in order to determine his initial cost for his pro rata portion
of each Security held by such Trust. For Federal income tax purposes,
a Unit holder's pro rata portion of dividends, as defined by Section
316 of the Code, paid by a corporation with respect to an Equity
Security held by a Trust are taxable as ordinary income to the
extent of such corporation's current and accumulated "earnings
and profits." A Unit holder's pro rata portion of dividends paid
on such Equity Security which exceed such current and accumulated
earnings and profits will first reduce a Unit holder's tax basis
in such Equity Security, and to the extent that such dividends
exceed a Unit holder's tax basis in such Equity Security shall
generally be treated as capital gain. In general, any such capital
gain will be short-term unless a Unit holder has held his Units
for more than one year.

3. A Unit holder's portion of gain, if any, upon the sale or
redemption of Units or the disposition of Securities held by a
Trust will generally be considered a capital gain except in the
case of a dealer or a financial institution and, in general, will
be long-term if the Unit holder has held his Units for more than
one year (the date on which the Units are acquired (i.e., the
trade date) is excluded for purposes of determining whether the
Units have been held for more than one year). A Unit holder's

Page 8

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

4. The Code provides that "miscellaneous itemized deductions"
are allowable only to the extent that they exceed two percent
of an individual taxpayer's adjusted gross income. Miscellaneous
itemized deductions subject to this limitation under present law
include a Unit holder's pro rata share of expenses paid by a Trust,
including fees of the Trustee and the Evaluator.

Dividends Received Deduction. A corporation that owns Units will
generally be entitled to a 70% dividends received deduction with
respect to such Unit holder's pro rata portion of dividends received
by a Trust (to the extent such dividends are taxable as ordinary
income, as discussed above) in the same manner as if such corporation
directly owned the Equity Securities paying such dividends (other
than corporate shareholders, such as "S" corporations, which are
not eligible for the deduction because of their special characteristics
and other than for purposes of special taxes such as the accumulated
earnings tax and the personal holding corporation tax). However,
a corporation owning Units should be aware that Sections 246 and
246A of the Code impose additional limitations on the eligibility
of dividends for the 70% dividends received deduction. These limitations
include a requirement that stock (and therefore Units) must generally
be held at least 46 days (as determined under Section 246(c) of
the Code). Final regulations have been recently issued which address
special rules that must be considered in determining whether the
46-day holding requirement is met. Moreover, the allowable percentage
of the deduction will be reduced from 70% if a corporate Unit
holder owns certain stock (or Units) the financing of which is
directly attributable to indebtedness incurred by such corporation.
It should be noted that various legislative proposals that would
affect the dividends received deduction have been introduced.
Unit holders should consult with their tax advisers with respect
to the limitations on and possible modifications to the dividends
received deduction.

Recognition of Taxable Gain or Loss Upon Disposition of Securities
by a Trust or Disposition of Units. As discussed above, a Unit
holder may recognize taxable gain (or loss) when an Equity Security
is disposed of by a Trust or if the Unit holder disposes of a Unit.
For taxpayers other than corporations, net capital gains are subject
to a maximum marginal tax rate of 28%. 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.

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

Special Tax Consequences of In-Kind Distributions Upon Termination
of a Trust. As discussed in "Rights of Unit Holders-How are Income
and Capital Distributed?", under certain circumstances a Unit
holder who owns at least 2,500 Units of a Trust may request an
In-Kind Distribution upon the termination of such Trust. The Unit
holder requesting an In-Kind Distribution will be liable for expenses
related thereto (the "Distribution Expenses") and the amount of
such In-Kind Distribution will be reduced by the amount of the
Distribution Expenses. See "Rights of Unit Holders-How are Income
and Capital Distributed?" As previously discussed, prior to the
termination of a Trust, a Unit holder is considered as owning
a pro rata portion of each of such Trust's assets for Federal
income tax purposes. The receipt of an In-Kind Distribution upon
the termination of a Trust would be deemed an exchange of such
Unit holder's pro rata portion of each of the shares of stock
and other assets held by such Trust in exchange for an undivided
interest in whole shares of stock plus, possibly, cash.

Page 9

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

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

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

Unit holders will be notified annually of the amounts of original
issue discount and income dividends includable in the Unit holder's
gross income and amounts of Trust expenses which may be claimed
as itemized deductions.

Dividend income, long-term capital gains and accrual of original
issue discount may also be subject to state and local taxes. Investors
should consult their tax advisers for specific information on the
tax consequences of particular types of distributions.

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

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

Page 10

Why are Investments in the Trusts Suitable for Retirement Plans?

Units of the Trusts may be well suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other tax-deferred
retirement plans. Generally, the Federal income tax relating to
capital gains and income received in each of the foregoing plans
is deferred until distributions are received. Distributions from
such plans are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred
rollover treatment. Investors considering participation in any
such plan should review specific tax laws related thereto and
should consult their attorneys or tax advisers with respect to
the establishment and maintenance of any such plan. Such plans
are offered by brokerage firms and other financial institutions.
Fees and charges with respect to such plans may vary.

PORTFOLIOs

What are Equity Securities?

The Trusts consist of different issues of Equity Securities, all
of which are listed on a national securities exchange, the NASDAQ
National Market System or are traded in the over-the-counter market.
The Equity Securities of the American Financial Institutions Growth
Trust, Series 1 consist of common stocks issued by national and
regional financial institutions incorporated or headquartered
in the United States. The stocks chosen for the Trust were selected
based upon, but not limited to, asset quality, earnings growth,
franchise strength, low valuations, potential acquisition value
and sound balance sheets.

The Equity Securities of the American Technology Growth Trust,
Series 1 consist of common stocks issued by well-established companies
in the computer and technology industry. The Trust purposely avoids
small market capitalization stocks, newly issued stocks and stocks
with little or no earnings to help reduce excessively high risk.
The companies selected for the Trust all have market capitalizations
of at least $500 million and have been publicly traded for approximately
two years or more. In general, the companies chosen have above-average
growth prospects for both sales and earnings, established market
shares for their products, lower-than-average debt and pay little
or no dividends.

See "What are the Equity Securities Selected for American Financial
Institutions Growth Trust, Series 1?" and "What are the Equity
Securities Selected for American Technology Growth Trust, Series
1?" for a general description of the companies.

Risk Factors. An investment in Units of the Trusts should be made
with an understanding of the risks such an investment may entail.

The American Financial Institutions Growth Trust, Series 1 concentrates
its Equity Securities in the financial industry and, as a result,
the value of the Units of the Trust may be susceptible to factors
affecting the financial industry. Banks, thrifts and their holding
companies are especially subject to the adverse effects of economic
recession, volatile interest rates, portfolio concentrations in
geographic markets and in commercial and residential real estate
loans, and competition from new entrants in their fields of business.
Banks and thrifts are highly dependent on net interest income.
Recent profits have benefitted from the relatively high yield
on earning assets and relatively low cost of funds. There is no
certainty that such conditions will continue, especially in a
rising interest rate environment. Commercial loan demand for banks
has been weak and an increasing number of commercial loans have
been securitized-a potential adverse affect on the market share
of the commercial banking system. Bank and thrift institutions
have received significant consumer mortgage fee income as a result
of recent activity in mortgage and refinance markets. As initial
home purchasing and refinancing activity subsides, this income
is expected to diminish to a lower level. Economic conditions
in the real estate markets, which have been weak in the recent
past, can have a substantial effect upon banks and thrifts because
they generally have a portion of their assets invested in loans
secured by real estate, as has recently been the case for a number
of banks and thrifts with respect to commercial real estate in
the northeastern and southwestern regions of the United States.
Banks, thrifts and their holding companies are subject to extensive
federal regulation and, when such institutions are state-chartered,
to state regulation as well. Such regulations impose strict capital
requirements and limitations on the nature and extent of business
activities that banks and thrifts may pursue. Furthermore, bank

Page 11

regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict
the permissible activities of a particular institution if deemed to
pose significant risks to the soundness of such institution or the
safety of the federal deposit insurance fund. Regulatory actions,
such as increases in the minimum capital requirements applicable to
banks and thrifts and increases in deposit insurance premiums required
to be paid by banks and thrifts to the Federal Deposit Insurance
Corporation ("FDIC"), can negatively impact earnings and the ability
of a company to pay dividends. Neither federal insurance of deposits
nor governmental regulations, however, insures the solvency or
profitability of banks or their holding companies, or insures against
any risk of investment in the securities issued by such institutions.

The statutory requirements applicable to and regulatory supervision of
banks, thrifts and their holding companies have increased significantly
and have undergone substantial change in recent years. To a great
extent, these changes are embodied in the Financial Institutions
Reform, Recovery and Enforcement Act; enacted in August 1989,
the Federal Deposit Insurance Corporation Improvement Act of 1991,
the Resolution Trust Corporation Refinancing, Restructuring, and
Improvement Act of 1991 and the regulations promulgated under
these laws. Many of the regulations promulgated pursuant to these
laws have only recently been finalized and their impact on the
business, financial condition and prospects of the Equity Securities
in the Trust's portfolio cannot be predicted with certainty. Periodic
efforts by recent Administrations to introduce legislation broadening
the ability of banks to compete with new products have not been
successful, but if enacted could lead to more failures as a result
of increased competition and added risks. Failure to enact such
legislation, on the other hand, may lead to declining earnings
and an inability to compete with unregulated financial institutions.
Efforts to expand the ability of federal thrifts to branch on
an interstate basis have been initially successful through promulgation
of regulations, and legislation to liberalize interstate banking
has recently been signed into law. Under the legislation, banks
will be able to purchase or establish subsidiary banks in any
state, one year after the legislation's enactment. Starting in
mid-1997, banks would be allowed to turn existing banks into branches,
though states could pass laws to permit interstate branch banking
before then. Consolidation is likely to continue in both cases.
The Securities and Exchange Commission and the Financial Accounting
Standards Board require the expanded use of market value accounting
by banks and have imposed rules requiring market accounting for
investment securities held in trading accounts or available for
sale. Adoption of additional such rules may result in increased
volatility in the reported health of the industry, and mandated
regulatory intervention to correct such problems. In late 1993
the United States Treasury Department proposed a restructuring
of the banks regulatory agencies which, if implemented, may adversely
affect certain of the Equity Securities in the Trust's portfolio.
Additional legislative and regulatory changes may be forthcoming.
For example, the bank regulatory authorities have proposed substantial
changes to the Community Reinvestment Act and fair lending laws,
rules and regulations, and there can be no certainty as to the
effect, if any, that such changes would have on the Equity Securities
in the Trust's portfolio. In addition, from time to time the deposit
insurance system is reviewed by Congress and federal regulators,
and proposed reforms of that system could, among other things,
further restrict the ways in which deposited moneys can be used
by banks or reduce the dollar amount or number of deposits insured
for any depositor. Such reforms could reduce profitability as
investment opportunities available to bank institutions become
more limited and as consumers look for savings vehicles other
than bank deposits. Banks and thrifts face significant competition
from other financial institutions such as mutual funds, credit
unions, mortgage banking companies and insurance companies, and
increased competition may result from legislative broadening of
regional and national interstate banking powers as has been recently
enacted. Among other benefits, the legislation allows banks and
bank holding companies to acquire across previously prohibited
state lines and to consolidate their various bank subsidiaries
into one unit. The Sponsor makes no prediction as to what, if
any, manner of bank and thrift regulatory actions might ultimately
be adopted or what ultimate effect such actions might have on
the Trust's portfolio.

The Federal Bank Holding Company Act of 1956 generally prohibits
a bank holding company from (1) acquiring, directly or indirectly,
more than 5% of the outstanding shares of any class of voting
securities of a

Page 12

bank or bank holding company, (2) acquiring control of a bank
or another bank holding company, (3) acquiring all or substantially
all the assets of a bank, or (4) merging or consolidating with
another bank holding company, without first obtaining Federal
Reserve Board ("FRB") approval. In considering an application
with respect to any such transaction, the FRB is required to consider
a variety of factors, including the potential anti-competitive
effects of the transaction, the financial condition and future
prospects of the combining and resulting institutions, the managerial
resources of the resulting institution, the convenience and needs
of the communities the combined organization would serve, the
record of performance of each combining organization under the
Community Reinvestment Act and the Equal Credit Opportunity Act,
and the prospective availability to the FRB of information appropriate
to determine ongoing regulatory compliance with applicable banking
laws. In addition, the federal Change In Bank Control Act and
various state laws impose limitations on the ability of one or
more individuals or other entities to acquire control of banks
or bank holding companies.

The FRB has issued a policy statement on the payment of cash dividends
by bank holding companies. In the policy statement, the FRB expressed
its view that a bank holding company experiencing earnings weaknesses
should not pay cash dividends which exceed its net income or which
could only be funded in ways that would weaken its financial health,
such as by borrowing. The FRB also may impose limitations on the
payment of dividends as a condition to its approval of certain
applications, including applications for approval of mergers and
acquisitions. The Sponsor makes no prediction as to the effect,
if any, such laws will have on the Equity Securities or whether
such approvals, if necessary, will be obtained.

The American Technology Growth Trust, Series 1 concentrates its
Equity Securities in the technology industry and, as a result,
the value of the Units of the Trust may be susceptible to factors
affecting the technology industry. The products and services of
technology companies may be subject to rapid obsolescence. These
factors could affect the value of the Trust's Units. Certain types
of technology companies represented in the Trust's portfolio are
engaged in fierce competition for a share of the market of their
products. As a result, competitive pressures are intense and the
stocks are subject to rapid price volatility.

Each Trust consists of such Securities listed under "Schedule
of Investments" for each Trust as may continue to be held from
time to time in such Trust and any additional Securities acquired
and held by the Trusts pursuant to the provisions of the Trust
Agreements together with cash held in the Income and Capital Accounts.
Neither the Sponsor nor the Trustee shall be liable in any way
for any failure in any of the Securities. However, should any
contract for the purchase of any of the Securities initially deposited
hereunder fail, the Sponsor will, unless substantially all of
the moneys held in a Trust to cover such purchase are reinvested
in substitute Securities in accordance with the Trust Agreement,
refund the cash and sales charge attributable to such failed contract
to all Unit holders on the next distribution date.

Because certain of the Equity Securities from time to time may
be sold under certain circumstances described herein, and because
the proceeds from such events will be distributed to Unit holders
and will not be reinvested, no assurance can be given that a Trust
will retain for any length of time its present size and composition.
Although each Portfolio is not managed, the Sponsor may instruct the
Trustee to sell Equity Securities under certain limited circumstances.
Pursuant to the Indenture and with limited exceptions, the Trustee
may sell any securities or other property acquired in exchange
for Equity Securities such as those acquired in connection with
a merger or other transaction. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired
by a Trust, they may be accepted for deposit in such Trust and
either sold by the Trustee or held in such Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). See "How May Securities be Removed from a Trust?"
Equity Securities, however, will not be sold by a Trust to take
advantage of market fluctuations or changes in anticipated rates
of appreciation or depreciation.

An investment in Units should be made with an understanding of
the risks which an investment in common stocks entails, including
the risk that the financial condition of the issuers of the Equity
Securities or the general condition of the common stock market
may worsen and the value of the Equity Securities and therefore

Page 13

the value of the Units may decline. Common stocks are especially
susceptible to general stock market movements and to volatile
increases and decreases of value as market confidence in and perceptions
of the issuers change. These perceptions are based on unpredictable
factors including expectations regarding government, economic,
monetary and fiscal policies, inflation and interest rates, economic
expansion or contraction, and global or regional political, economic
or banking crises. Shareholders of common stocks have rights to
receive payments from the issuers of those common stocks that
are generally subordinate to those of creditors of, or holders
of debt obligations or preferred stocks of, such issuers. Shareholders
of common stocks of the type held by each Trust have a right to
receive dividends only when and if, and in the amounts, declared
by the issuer's board of directors and have a right to participate
in amounts available for distribution by the issuer only after
all other claims on the issuer have been paid or provided for.
Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the
same degree of protection of capital as do debt securities. The
issuance of additional debt securities or preferred stock will
create prior claims for payment of principal, interest and dividends
which could adversely affect the ability and inclination of the
issuer to declare or pay dividends on its common stock or the
rights of holders of common stock with respect to assets of the
issuer upon liquidation or bankruptcy. The value of common stocks
is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Equity Securities
in each Portfolio may be expected to fluctuate over the life of
such Trust to values higher or lower than those prevailing on
the Initial Date of Deposit.

Holders of common stocks incur more risk than holders of preferred
stocks and debt obligations because common stockholders, as owners
of the entity, have generally inferior rights to receive payments
from the issuer in comparison with the rights of creditors of,
or holders of debt obligations or preferred stocks issued by,
the issuer. Cumulative preferred stock dividends must be paid
before common stock dividends and any cumulative preferred stock
dividend omitted is added to future dividends payable to the holders
of cumulative preferred stock. Preferred stockholders are also
generally entitled to rights on liquidation which are senior to
those of common stockholders.

Whether or not the Equity Securities are listed on a national
securities exchange, the principal trading market for the Equity
Securities may be in the over-the-counter market. As a result,
the existence of a liquid trading market for the Equity Securities
may depend on whether dealers will make a market in the Equity
Securities. There can be no assurance that a market will be made
for any of the Equity Securities, that any market for the Equity
Securities will be maintained or of the liquidity of the Equity
Securities in any markets made. In addition, a Trust may be restricted
under the Investment Company Act of 1940 from selling Equity Securities
to the Sponsor. The price at which the Equity Securities may be
sold to meet redemptions, and the value of each Trust, will be
adversely affected if trading markets for the Equity Securities
are limited or absent.

Unit holders will be unable to dispose of any of the Equity Securities
in each Portfolio, as such, and will not be able to vote the Equity
Securities. As the holder of the Equity Securities, the Trustee
will have the right to vote all of the voting stocks in the Trusts
and will vote such stocks in accordance with the instructions
of the Sponsor.

What are the Equity Securities Selected for American Financial
Institutions Growth Trust, Series 1?

National

BankAmerica Corporation, through its subsidiaries, Bank of America
and SeaFirst Corporation, provides retail and wholesale banking
services in the western United States and other select markets.
BankAmerica's commercial banking group focuses on commercial banking
services for middle market customers, while the world group serves
large corporate and institutional customers worldwide. BankAmerica
Corporation is headquartered in San Francisco, California.

Citicorp, Inc., the parent of Citibank, provides a broad range of
financial services. The company's operations include commercial,
mortgage and investment banking, trust services, consumer finance

Page 14

and credit card services. Headquartered in New York, New York,
Citicorp's clients include individuals, businesses, institutions
and governments on a global basis.

MBNA Corporation, through its subsidiary MBNA America Bank N.A.,
is one of the country's largest consumer lenders through the issuance
of premium and standard credit cards. MBNA America Bank N.A. markets
its cards through a network of professional, fraternal, educational
and other special interest groups and membership associations,
as well as financial institutions. MBNA Corporation also provides
retail deposit and loan services to its customers, and card transaction
processing for a number of other financial institutions. MBNA
Corporation is headquartered in Newark, Delaware.

Northeast

Interchange Financial Services Corporation is the holding company
for the Interchange State Bank. Based in Bergen County, New Jersey,
the bank operates in communities throughout the county. Interchange
Financial seeks to attract deposits and serves as a commercial
banker making residential, consumer and business loans. The bank
also lends for commercial real estate development and construction
loans.

North Side Savings Bank, headquartered in Floral Park, New York,
is a chartered bank operating through offices in the Bronx, Queens,
Nassau and Stuffolk counties. The bank offers commercial and consumer
loans, mortgage loans, savings and checking accounts and other
financial services.

UJB Financial Corporation is a bank holding company whose subsidiary
banks attract deposits and offer real estate, commercial and installment
loans. The company's subsidiaries offer trust, discount brokerage,
commercial finance and credit life insurance services. UJB Financial
Corporation is headquartered in Princeton, New Jersey, and serves
customers in New Jersey and eastern Pennsylvania.

Midwest

Banc One Corporation, headquartered in Columbus, Ohio, operates
offices throughout the United States through its banking subsidiaries.
The bank offers depository and lending services to individual
and commercial customers. Banc One Corporation provides data processing,
venture capital investment and merchant banking, trust services,
brokerage services, investment management, equipment leasing and
insurance through its other subsidiaries.

Boatmen's Bancshares, Inc., headquartered in St. Louis, Missouri,
is among the largest bank holding companies in the United States.
It also ranks among the nation's largest providers of trust services.
Boatmen's Bancshares, Inc. is a holding company for a trust company,
a mortgage company, a life insurance company and an insurance
agency.

Charter One Financial, Inc., headquartered in Cleveland, Ohio,
is a holding company for Charter One Bank, a Federal savings bank
in Ohio which operates branches throughout the greater Cleveland
area, Akron, Canton, Portsmouth, Toledo and Youngstown. In addition,
the company operates loan offices in Columbus, Ohio, and Ashland,
Kentucky.

First Financial Corporation, headquartered in Stevens Point, Wisconsin,
is a savings and loan holding company which serves Wisconsin and
Illinois. The company's subsidiary banks attract deposits and
offer residential mortgage, consumer, home equity and education
loans.

First of America Bank Corporation, headquartered in Kalamazoo,
Michigan, is a multi-state bank holding company. The company's
subsidiary banks attract deposits and offer real estate mortgage,
consumer, commercial and agricultural loans. First of America
Bank Corporation serves Michigan, Indiana and Illinois.

KeyCorp, headquartered in Cleveland, Ohio, is a national banking
franchise of banking subsidiaries. Retail, commercial and investment
management and trust services are the company's three primary
lines of business. KeyCorp also owns non-bank subsidiaries providing
trust, leasing, credit, life insurance, data processing, mortgage
banking and investment services.

Mercantile Bancorporation is a bank holding company headquartered
in St. Louis, Missouri, with banks throughout Missouri and western
Illinois. Mercantile Bank of St. Louis is the largest of numerous
banks under the Mercantile name located throughout the State of
Missouri.

Page 15

Mississippi Valley Bancshares, Inc., headquartered in St. Louis,
Missouri, is the holding company for Southwest Bank of St. Louis.
The bank operates through offices in the St. Louis metropolitan
area and offers savings and checking accounts, various loans and
other financial services.

National City Corporation is headquartered in Cleveland, Ohio
and through its banking subsidiaries, the company offers a wide
range of banking and financial services throughout the States
of Ohio, Kentucky and southern Indiana. In addition to its general
commercial banking operations, the company offers trust, mortgage
banking, public finance, merchant banking, venture capital, insurance
and other financial services.

Norwest Corporation, headquartered in Minneapolis, Minnesota,
is one of the nation's larger superregional bank holding companies
providing banking, mortgage, insurance, investment and other financial
services through offices in all 50 states and all 10 Canadian
provinces.

Roosevelt Financial Group, Inc., based in Chesterfield, Missouri,
is a bank holding company for Roosevelt Savings Bank. The bank
has full service offices in the metropolitan St. Louis area, Hannibal
and Springfield, Missouri.

TCF Financial Corporation, through wholly-owned TCF Bank Savings
FSB, conducts a savings and loan business through branches located
in Minnesota, Illinois, Wisconsin and Iowa. Through other subsidiaries,
the company also provides mortgage, consumer finance and insurance
and title insurance services. The company is headquartered in
Minneapolis, Minnesota.

Southeast

Barnett Banks, Inc., headquartered in Jacksonville, Florida, operates
banking offices in Florida and Georgia. Barnett Banks, Inc. commands
the leading market share in Florida. Its banks are complemented
by non-banking affiliates providing support services and specialized
financial services.

First Tennessee National Corporation, headquartered in Memphis,
Tennessee, is a bank holding company. The company's subsidiary
banks attract deposits and offer construction, real estate mortgage,
commercial and consumer loans.

First Virginia Banks, Inc., headquartered in Falls Church, Virginia,
is a bank holding company with operations in Virginia, Maryland
and Tennessee. Its greatest concentration of offices is in the
suburbs of Washington, D.C. The company's subsidiary banks attract
deposits and offer a broad range of lending and other financial
services.

Leader Financial Corporation, headquartered in Memphis, Tennessee,
is the holding company for Leader Federal Bank for Savings. The
Bank operates through retail branch offices in Memphis, Nashville,
and upper eastern Tennessee. The Bank's wholly-owned subsidiary,
the Mortgage Company, provides mortgage banking services to markets
in Memphis and Nashville, Tennessee, and Omaha, Nebraska.

Regions Financial Corporation, headquartered in Birmingham, Alabama,
is the holding company for First Alabama Bank and has affiliates
in Tennessee, Louisiana and Georgia. First Alabama Bank provides
commercial banking services such as loans and deposit services,
and through its real estate financial subsidiary, provides mortgage
banking services.

Southtrust Corporation, is a regional bank holding company headquartered
in Birmingham, Alabama. The company has subsidiary banks, as well
as bank-related affiliates located in the States of Alabama, Florida,
Georgia, North Carolina, South Carolina, and Tennessee. Through
its subsidiary banks and affiliates, the company offers general
banking services, as well as mortgage banking, credit life and
securities brokerage to commercial and retail customers.

Union Planters Corporation is a bank holding company headquartered
in Memphis, Tennessee, with banking and broker/dealer services.
The company conducts its operations through banking affiliates
located in Alabama, Arkansas, Kentucky, Mississippi, and Tennessee.
Union Planters National Bank, a provider of commercial bankings
services in Tennessee, is the company's largest subsidiary.

Southwest

Southwest Bancorp, Inc. is a bank holding company headquartered in
Stillwater, Oklahoma. The bank attracts deposits from the public and
extends credit in the form of commercial and consumer loans through

Page 16

its sole subsidiary, Stillwater National Bank and Trust Company. The
bank has several branches located in Stillwater, Tulsa, Oklahoma
City and Chickasha, Oklahoma.

West

City National Corporation owns and operates City National Bank.
The bank operates throughout Los Angeles, Orange and San Diego
counties in California. While offering standard banking services
to the public, City National Corporation has been focusing on
expanding its presence in serving small- and medium-sized businesses,
as well as offering banking to professional and regular business
borrowers. City National Corporation is headquartered in Beverly
Hills, California.

First Interstate Bancorp is a bank holding company with headquarters
in Los Angeles, California. The subsidiaries conduct retail banking
operations in the western states, concentrating on California,
Washington and Texas. The company's banks attract deposits and
provide lending services, mainly to small, middle-market and selected
large corporations.

First Security Corporation, headquartered in Salt Lake City, Utah,
is a bank holding company. The company's subsidiary banks attract
deposits and offer residential real estate, commercial, agricultural
and consumer loans. The banks serve Utah, Idaho, Oregon, Wyoming,
Nevada and New Mexico.

Washington Mutual, Inc. is the largest thrift operating in the state
of Washington and the fourth largest in terms of assets in the nation
at the end of 1994. Washington Mutual Inc. is headquartered in
Seattle, Washington and operates savings branches and loan offices
in Washington State, Oregon and Idaho. The bank offers a full line
of financial services to the general public in accepting deposits
and making residential, consumer and commercial loans. The thrift
is expanding its operations into additional surrounding states such
as Utah, and also operates several subsidiaries such as investment
management, securities brokerage, life insurance and benefits
consulting services.

What are the Equity Securities Selected for American Technology
Growth Trust, Series 1?

Computer Networking

3Com Corporation is headquartered in Santa Clara, California,
where it designs, produces and markets a broad range of ISO 9000-compliant
global data networking solutions. 3Com Corporation's products
include routers, hubs, switches and adapters for Ethernet, Token
Ring, FDDI and ATM networks.

Cabletron Systems, Inc., based in Rochester, New Hampshire, develops
and manufactures a range of local area network (LAN) and wide
area network (WAN) connectivity hardware and software. Major products
include Multi Media Access Centers (MMACs), repeaters, bridges,
cable assemblies and test equipment. MMACs, also called smart
hubs, are used to simplify network installations, resolve problems
and facilitate modifications.

Cisco Systems, Inc. is engaged in the development, manufacturing,
marketing and support of multi-protocol inter-networking systems
that enable the construction of large-scale computer networks.
The company's main products are routers with concurrent bridging and
terminal services. Cisco Systems, Inc., with its headquarters in
San Jose, California, sells its products internationally to system
integrators. The products are then resold, mainly to government
customers.

Desktop Computers & File Servers

Compaq Computer Corporation is headquartered in Houston, Texas.
Compaq Computer Corporation designs, develops, manufactures and
markets personal computers for business and professional users.
Company products include portable and desktop personal computers
that are IBM compatible and run virtually all standardized software
applications.

Dell Computer Corporation, headquartered in Austin, Texas, designs
and manufactures personal computers compatible with IBM computers.
The company sells its products to businesses, individuals, government
agencies and academic institutions. The company markets its products
internationally.

Silicon Graphics, Inc., headquartered in Mountain View, California,
designs, manufactures, markets and services a family of visual
processing computer systems that are used mainly by engineers,
scientists and other related professionals. The computer systems
are used to develop, analyze and simulate complex 3-D

Page 17

objects and phenomena. MIPS Technologies, Inc., the company's
subsidiary, designs and licenses RISC processor technology for
computer systems.

Sun Microsystems, Inc. is a supplier of client/server computing
solutions, which feature networked workstations and servers that
store, process and distribute information. The workstations are
primarily designed for the engineering, scientific, commercial
and technical markets. The company, headquartered in Mountain
View, California, conducts business worldwide.

Enterprise & Client/Server Software

BMC Software, Inc., headquartered in Sugar Land, Texas, develops,
markets and supports software products to enhance IBM's primary
mainframe computer data base management and data communication
systems. The company's primary target market is the "Fortune 500"
industrial corporations and similar sized organizations worldwide.

Computer Associates International, Inc., headquartered in Islandia,
New York, designs and markets standardized computer software products
which are used on mini and microcomputers, including IBM, DG and
DEC.

Oracle Systems Corporation designs, develops, markets and supports
software products with a variety of uses, including database management,
applications development, decision support, end-user applications
and office automation. Oracle Systems Corporation's primary product,
the Oracle Relational Database Management System, runs on a broad
range of mainframes, minicomputers, microcomputers and personal
computers. The company is based in Redwood City, California.

Enterprise Computers

Hewlett-Packard Company, headquartered in Palo Alto, California,
designs, manufactures and services electronic measurement, analysis
and computation instruments. The company produces computers, calculators,
workstations, video displays, printers, disc and tape drives,
medical diagnostic and monitoring devices and mass spectrometers.
Hewlett-Packard Company sells its products in the United States
and other countries.

International Business Machines Corporation, headquartered in
Armonk, New York, is a large manufacturer of mainframe computers
and other information processing equipment and services. The company
is a supplier of micro and personal computers, software and networking
products, and peripheral equipment. Products are sold or leased
for use in business, government, science, space, education, medicine
and other areas on a worldwide basis.

Information Highway Equipment

DSC Communications Corporation designs, develops, manufactures, and
markets digital switching, transmission, access and private network
system products for the worldwide telecommunications marketplace.
DSC products includes Airspan, a wireless access system using
digital radio technology to deliver voice, data, fax and ISDN
services. The company is based in Plano, Texas.

Personal Productivity Software

Adobe Systems, Inc., headquartered in Mountain View, California,
is a leading developer and marketer of computer software used
to create, display, print and communicate electronic documents.
Significant products include Acrobat, software that allows users
to view documents across different applications and operating
systems and Postscript, an industry standard computer language
used to transmit pages of varying complexity to printers.

Microsoft Corporation, based out of Redmond, Washington, is the
world's leading developer of personal computer software. System
software and language products include "MS-DOS," "Windows," "XENIX"
and "Lan Manager."

Semiconductor Equipment

Applied Materials, Inc. is headquartered in Santa Clara, California,
where it develops, manufactures, sells and services semiconductor
wafer fabrication equipment worldwide. The company's product line
includes deposition, etching and ion implantation systems. Applied
Materials, Inc. has an equity interest in Applied

Page 18

Komatsu Technology, Inc., a producer of thin-film transistor fabrication
systems for flat-panel displays.

Lam Research Corporation, based in Fremont, California, is a developer
and manufacturer of products used in the fabrication of semiconductors.
Products include chemical vapor deposition (CVD) systems and dry
etching equipment.

Novellus Systems, Inc., headquartered in San Jose, California,
manufactures, markets, and services advanced automated wafer fabrication
systems for the semiconductor manufacturing industry. Products
include chemical vapor deposition (CVD) systems.

Ultratech Stepper, Inc. is a leading supplier of photolithographic
steppers used to manufacture semiconductors and thin film heads
for disk drives. Ultratech Stepper is headquartered in San Jose,
California.

Semiconductors

Adaptec, Inc., headquartered in Milpitas, California, is a supplier
of high-performance microcomputer input/output products including
proprietary "VLSI" circuits, personal computer and small computer
system interface-based controller and host controller boards and
a family of small computer systems. In addition, the company is
a supplier of integrated circuits to peripheral manufacturers
for use in intelligent, high-performance peripherals.

Advanced Micro Devices, Inc., known as AMD, designs, develops
manufactures and markets integrated circuits for use in telecommunications,
networking and other computer related functions. AMD focuses on
three primary markets: processors for computers, input/output-networking
and embedded processor products, and nonvolatile (non-erasable)
memory devices. Advanced Micro Devices is headquartered in Sunnyvale,
California and markets its products worldwide.

Atmel Corporation, headquartered in San Jose, California, designs,
manufactures and markets a large range of high performance, low
power requirement non-volatile memory and logic devices. The chips
are used in items as diverse as missile navigation systems to
TV remote controls. Atmel's primary research and development focus
has been on the development of products that enhance the portability
of electronic products. By using less power, the products enable
manufacturers to decrease the size and weight of products ranging
from laptop computers to cellular phones.

Intel Corporation designs and manufactures computer components
and software. The company produces microprocessors, peripherals,
microcontrollers, microcommunications products, microcomputer
modules and systems and software for computer operating systems.
Intel Corporation sells its products internationally and is headquartered
in Santa Clara, California.

Linear Technology Corporation is headquartered in Milpitas, California,
where it manufactures linear integrated circuits. The company's
products include operational and instrumentation amplifiers, voltage
and switching regulators, voltage references, monolithic switched-capacitor
filters, high-frequency and high-current voltage converters and
other circuits. The company sells its products to original equipment
manufacturers (OEMs) in the United States and other countries.

Maxim Integrated Products, Inc., headquartered in Sunnyvale, California,
is a developer and manufacturer of a wide range of mixed signal
integrated circuits for uses in electronic devices. The products
are used primarily to control process temperature, pressure sound
or speed signals and are integrated into instrumentation panels
and industrial control devices. Maxims products are also used
in the communications network and data processing industries.

Micron Technology, Inc., headquartered in Boise, Idaho, is one
of the leading manufacturers of computer memory chips in the world.
Microns three main products are DRAMs (dynamic random access memory),
SRAMs (static random access memory), and VRAMs (video random access
memory). Micron also operates subsidiaries in custom manufacturing
and system construction. Recently through an acquisition, Micron
has started production of PCs for office and home use.

Motorola, Inc. manufactures and sells a diverse line of electronic
equipment and components including communications systems, semiconductors,
information systems, electronic engine controls and computer systems.
Motorola is headquartered in Schaumburg, Illinois.

Page 19

Xilinx, Inc., headquartered in San Jose, California, is a supplier
of CMOs programmable logic devices and field programmable gate
arrays. The company's logic products are off-the-shelf integrated
circuits that can be programmed by the user to perform the exact
logic function desired. Xilinix, Inc. markets these devices worldwide.

Storage

EMC Corporation, headquartered in Hopkinton, Massachusetts, is
a technological leader in the development, manufacturing and marketing
of information storage systems for large computer mainframes and
networks. EMC products feature a technology called RAID (redundant
arrays of inexpensive disks) using smaller less expensive hard
disks linked together to build cheaper and faster data retrieval
systems. EMC is expanding its business through developments in
the client/server and UNIX markets as well as remaining a supplier
to original equipment manufacturers for large computer systems.

Quantum Corporation, headquartered in Milpitas, California, designs
and sells storage products for a broad range of computer platforms,
serving original equipment manufacturers and distribution customers
worldwide. Storage products are installed in personal computers,
workstations and notebook computers.

What are Some Additional Considerations for Investors?

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

The value of the Equity Securities will fluctuate over the life
of a Trust and may be more or less than the price at which they
were deposited in such Trust. The Equity Securities may appreciate
or depreciate in value (or pay dividends) depending on the full
range of economic and market influences affecting these securities.

The Sponsor and the Trustee shall not be liable in any way for
any default, failure or defect in any Security. In the event of
a notice that any Equity Securities will not be delivered ("Failed
Contract Obligations") to a Trust, the Sponsor is authorized under
the Indenture to direct the Trustee to acquire other Equity Securities
("Replacement Securities"). Any Replacement Security deposited
in a Trust will be identical to those which were the subject of
the failed contract. The Replacement Securities must be purchased
within 20 days after delivery of the notice of a failed contract
and the purchase price may not exceed the amount of funds reserved
for the purchase of the Failed Contract Obligations.

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

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

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

Once all of the Securities in each Trust are acquired, the Trustee
will have no power to vary the investments of the Trust, i.e.,
the Trustee will have no managerial power to take advantage of
market variations to improve a Unit holder's investment, but may
dispose of Securities only under limited circumstances. See "How
May Securities be Removed from a Trust?"

To the best of the Sponsor's knowledge, there is no litigation
pending as of the Initial Date of Deposit in respect of any Security
which might reasonably be expected to have a material adverse
effect on a Trust. At

Page 20

any time after the Initial Date of Deposit, litigation may be
instituted on a variety of grounds with respect to the Securities.
The Sponsor is unable to predict whether any such litigation will
be instituted, or if instituted, whether such litigation might
have a material adverse effect on the Trusts.

PUBLIC OFFERING

How is the Public Offering Price Determined?

Units are offered at the Public Offering Price. During the initial
offering period, the Public Offering Price is based on the aggregate
underlying value of the Equity Securities in a Trust, plus or
minus cash, if any, in the Income and Capital Accounts of such
Trust, plus a sales charge of 4.9% (equivalent to 5.152% of the
net amount invested) divided by the number of Units of a Trust outstanding.

During the initial offering period, the Sponsor's Repurchase Price
is based on the aggregate underlying value of the Equity Securities
in a Trust, plus or minus cash, if any, in the Income and Capital
Accounts of such Trust divided by the number of Units of such
Trust outstanding. For secondary market sales after the completion
of the initial offering period, the Public Offering Price is also
based on the aggregate underlying value of the Equity Securities
in a Trust, plus or minus cash, if any, in the Income and Capital
Accounts of such Trust, plus a maximum sales charge of 4.9% of
the Public Offering Price (equivalent to 5.152% of the net amount
invested), subject to reduction beginning October 1, 1996, divided
by the number of outstanding Units of such Trust.

The minimum purchase of each Trust is $1,000. The applicable sales
charge for each Trust is reduced by a discount as indicated below
for volume purchases:

Primary and Secondary

Percent of Percent of
Offering Net Amount
Number of Units Price Invested
_______________ __________ __________
<S> <C> <C>
5,000 but less than 10,000 0.25% 0.2506%
10,000 but less than 25,000 0.50% 0.5025%
25,000 but less than 50,000 1.00% 1.0101%
50,000 or more 2.00% 2.0408%

</TABLE>

Any such reduced sales charge shall be the responsibility of the
selling broker/dealer, bank or other selling agent. The reduced
sales charge structure will apply on all purchases of Units in
a Trust by the same person on any one day from any one broker/dealer,
bank or other selling agent. Additionally, Units purchased in
the name of the spouse of a purchaser or in the name of a child
of such purchaser under 21 years of age will be deemed, for the
purposes of calculating the applicable sales charge, to be additional
purchases by the purchaser. The reduced sales charges will also
be applicable to a trustee or other fiduciary purchasing securities
for a single trust estate or single fiduciary account. The purchaser
must inform the broker/dealer, bank or other selling agent of
any such combined purchase prior to the sale in order to obtain
the indicated discount. In addition, with respect to the employees,
officers and directors (including their immediate family members,
defined as spouses, children, grandchildren, parents, grandparents,
mothers-in-law, fathers-in-law, sons-in-law and daughters-in-law,
and trustees, custodians or fiduciaries for the benefit of such
persons) of the Sponsor, broker/dealers, banks or other selling
agents and their affiliates, the sales charge is reduced by 2.0%
of the Public Offering Price for purchases of Units during the
primary and secondary public offering periods.

Had the Units of each Trust been available for sale on the business
day prior to the Initial Date of Deposit, the Public Offering
Price would have been as indicated in "Summary of Essential Information."
The Public Offering Price of Units on the date of the prospectus
or during the initial offering period may vary from the amount
stated under "Summary of Essential Information" in accordance
with fluctuations in the prices of the underlying Securities.
During the initial offering period, the aggregate value of the
Units of a Trust shall be determined on the basis of the aggregate
underlying value of the Equity Securities therein plus or minus
cash, if any, in the Income and Capital Accounts of such Trust.
The aggregate underlying value of the Equity Securities will be
determined in the following manner: if the Equity Securities are
listed on a national securities

Page 21

exchange or the NASDAQ National Market System, this evaluation
is generally based on the closing sale prices on that exchange
or that system (unless it is determined that these prices are
inappropriate as a basis for valuation) or, if there is no closing
sale price on that exchange or system, at the closing ask prices.
If the Equity Securities are not so listed or, if so listed and
the principal market therefor is other than on the exchange, the
evaluation shall generally be based on the current ask price on
the over-the-counter market (unless it is determined that these
prices are inappropriate as a basis for evaluation). If current
ask prices are unavailable, the evaluation is generally determined
(a) on the basis of current ask prices for comparable securities,
(b) by appraising the value of the Equity Securities on the ask
side of the market or (c) by any combination of the above.

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

How are Units Distributed?

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

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

It is the intention of the Sponsor to qualify Units of each Trust
for sale in a number of states. Sales initially will be made to
broker/dealers, banks and other selling agents at prices which
represent a concession or agency commission of 3.2% of the Public
Offering Price, and, for secondary market sales, 3.2% of the Public
Offering Price (or 65% of the then current maximum sales charge
after October 1, 1996). Volume concessions or agency commissions
of an additional 0.40% of the Public Offering Price will be given
to any broker/dealer, bank or other selling agent, who purchases
from the Sponsor at least $100,000 of a Trust on the Initial Date
of Deposit or $250,000 of a Trust on any day thereafter. Effective
on each October 1 commencing October 1, 1996, the sales charge
will be reduced by 1/2 of 1% to a minimum of 3.0%. However, resales
of Units of the Trusts by such broker/dealers, banks and other
selling agents to the public will be made at the Public Offering
Price described in the prospectus. The Sponsor reserves the right
to change the amount of the concession or agency commission from
time to time. Certain commercial banks may be making Units of
a Trust available to their customers on an agency basis. A portion
of the sales charge paid by these customers is retained by or
remitted to the banks in the amounts indicated in the second preceding
sentence. Under the Glass-Steagall Act, banks are prohibited from
underwriting Units of the Trusts; however, the Glass-Steagall
Act does permit certain agency transactions and the banking regulators
have not indicated that these particular agency transactions are
not permitted under such Act. In Texas and in certain other states,
any banks making Units available must be registered as broker/dealers
under state law.

From time to time the Sponsor may implement programs under which
broker/dealers, banks or other selling agents of a Trust may receive
nominal awards from the Sponsor for each of their registered representatives

Page 22

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

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

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

What are the Sponsor's Profits?

The Sponsor of the Trusts will receive a gross sales commission
equal to 4.9% of the Public Offering Price of the Units (equivalent
to 5.152% of the net amount invested), less any reduced sales
charge for quantity purchases as described under "Public Offering-How
is the Public Offering Price Determined?" See "Public Offering-How
are Units Distributed?" for information regarding the receipt
of additional concessions available to broker/dealers, banks and
other selling agents. In addition, the Sponsor may be considered
to have realized a profit or to have sustained a loss, as the
case may be, in the amount of any difference between the cost
of the Securities to a Trust (which is based on the Evaluator's
determination of the aggregate offering price of the underlying
Securities of a Trust on the Initial Date of Deposit as well as
on subsequent deposits) and the cost of such Securities to the
Sponsor. See Note (2) of "Schedule of Investments" for each Trust.
During the initial offering period, the broker/dealers, banks
and other selling agents also may realize profits or sustain losses
as a result of fluctuations after the Initial Date of Deposit
in the Public Offering Price received by such dealers and others
upon the sale of Units.

In maintaining a market for the Units, the Sponsor will also realize
profits or sustain losses in the amount of any difference between
the price at which Units are purchased and the price at which
Units are resold (which price includes a sales charge of 4.9%
subject to reduction beginning October 1, 1996) or redeemed. The
secondary market public offering price of Units may be greater
or less than the cost of such Units to the Sponsor.

Will There be a Secondary Market?

After the initial offering period, although it is not obligated
to do so, the Sponsor intends to maintain a market for the Units
and continuously offer to purchase Units at prices, subject to
change at any time, based upon

Page 23

the aggregate underlying value of the Equity Securities in a Trust
plus or minus cash, if any, in the Income and Capital Accounts
of such Trust. All expenses incurred in maintaining a secondary
market, other than the fees of the Evaluator and the costs of
the Trustee in transferring and recording the ownership of Units,
will be borne by the Sponsor. If the supply of Units exceeds demand,
or for some other business reason, the Sponsor may discontinue
purchases of Units at such prices. IF A UNIT HOLDER WISHES TO
DISPOSE OF HIS UNITS, HE SHOULD INQUIRE OF THE SPONSOR AS TO CURRENT
MARKET PRICES PRIOR TO MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE.

RIGHTS OF UNIT HOLDERS

How is Evidence of Ownership Issued and Transferred?

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

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

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

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

How are Income and Capital Distributed?

The Trustee will distribute any net income received with respect
to any of the Securities in a Trust on or about the Income Distribution
Dates to Unit holders of record on the preceding Income Record
Date. See "Summary of Essential Information." Because dividends
are not received by a Trust at a constant rate throughout the
year, such distributions to Unit holders may be more or less than
the amount credited to the Income Account as of the Record Date.
Notification to the Trustee of the transfer of Units is the responsibility
of the purchaser, but in the normal course of business such notice
is provided by the selling broker-dealer. The pro rata share of
cash in the Capital Account of each Trust will be computed as
of the fifteenth

Page 24

day of each month. Proceeds received on the sale of any Securities
in a Trust, to the extent not used to meet redemptions of Units
or pay expenses, will, however, be distributed on the last day
of each month to Unit holders of record on the fifteenth day of
each month if the amount available for distribution equals at
least $0.01 per Unit. The Trustee is not required to pay interest
on funds held in the Capital Account of a Trust (but may itself
earn interest thereon and therefore benefit from the use of such
funds). Notwithstanding, distributions of funds in the Capital
Account, if any, will be made on the last day of each December
to Unit holders of record as of December 15. See "What is the
Federal Tax Status of Unit Holders?"

Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of any
distribution made by a Trust if the Trustee has not been furnished
the Unit holder'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 Unit
holder only when filing a tax return. Under normal circumstances
the Trustee obtains the Unit holder's tax identification number
from the selling broker. However, a Unit holder should examine
his or her statements from the Trustee to make sure that the Trustee
has been provided a certified tax identification number in order
to avoid this possible "back-up withholding." In the event the
Trustee has not been previously provided such number, one should
be provided as soon as possible.

Within a reasonable time after each Trust is terminated, each
Unit holder will, upon surrender of his Units for redemption,
receive: (i) the pro rata share of the amounts realized upon the
disposition of Equity Securities, unless he elects an In-Kind
Distribution as described below and (ii) a pro rata share of any
other assets of the Trust, less expenses of the Trust. Not less
than 60 days prior to the Mandatory Termination Date of a Trust,
the Trustee will provide written notice thereof to all Unit holders
and will include with such notice a form to enable Unit holders
to elect a distribution of shares of Equity Securities (an "In-Kind
Distribution"), if such Unit holder owns at least 2,500 Units
of such Trust, rather than to receive payment in cash for such
Unit holder's pro rata share of the amounts realized upon the
disposition by the Trustee of Equity Securities. An In-Kind Distribution
will be reduced by customary transfer and registration charges.
To be effective, the election form, together with surrendered
certificates and other documentation required by the Trustee,
must be returned to the Trustee at least five business days prior
to the Mandatory Termination Date of a Trust. A Unit holder may,
of course, at any time after the Equity Securities are distributed,
sell all or a portion of the shares.

The Trustee will credit to the Income Account of each Trust any
dividends received on the Equity Securities therein. All other
receipts (e.g., return of capital, etc.) are credited to the Capital
Account of each Trust.

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

What Reports will Unit Holders Receive?

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

In order to comply with Federal and state tax reporting requirements,
Unit holders will be furnished, upon request to the Trustee, evaluations
of the Securities in a Trust furnished to it by the Evaluator.

How May Units be Redeemed?

A Unit holder may redeem all or a portion of his Units by tender
to the Trustee at its corporate trust office in the City of New
York of the certificates representing the Units to be redeemed,
or in the case of uncertificated

Page 25

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

Under regulations issued by the Internal Revenue Service, the
Trustee is required to withhold a specified percentage of the
principal amount of a Unit redemption if the Trustee has not been
furnished the redeeming Unit holder's tax identification number
in the manner required by such regulations. Any amount so withheld
is transmitted to the Internal Revenue Service and may be recovered
by the Unit holder only when filing a tax return. Under normal
circumstances, the Trustee obtains the Unit holder's tax identification
number from the selling broker. However, any time a Unit holder
elects to tender Units for redemption, such Unit holder should
make sure that the Trustee has been provided a certified tax identification
number in order to avoid this possible "back-up withholding."
In the event the Trustee has not been previously provided such
number, one must be provided at the time redemption is requested.

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

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

The Redemption Price per Unit (as well as the secondary market
Public Offering Price) will be determined on the basis of the
aggregate underlying value of the Equity Securities in a Trust
plus or minus cash, if any, in the Income and Capital Accounts
of such Trust. The Redemption Price per Unit is the pro rata share
of such Unit determined by the Trustee by adding: (1) the cash
on hand in a Trust other than cash deposited in such Trust to
purchase Equity Securities not applied to the purchase of such
Equity Securities; (2) the aggregate value of the Equity Securities
held in a Trust, as determined by the Evaluator on the basis of
the aggregate underlying value of the Equity Securities in such
Trust next computed; and (3) dividends receivable on Equity Securities
trading ex-dividend as of the date of computation; and deducting
therefrom: (1) amounts representing any applicable taxes or governmental
charges payable out of a Trust; (2) any amounts owing to the Trustee
for its advances; (3) an amount representing estimated accrued
expenses of a Trust, including but not limited to fees and expenses
of the Trustee (including legal and auditing fees), the Evaluator
and supervisory fees, if any; (4) cash held for distribution to
Unit holders of record of a Trust as of the business day prior
to the evaluation being made; and (5) other liabilities incurred
by a Trust; and finally dividing the results of such computation
by the number of Units of the Trust outstanding as of the date thereof.

The aggregate value of the Equity Securities will be determined
in the following manner: if the Equity Securities are listed on
a national securities exchange or the NASDAQ National Market System,
this evaluation is generally based on the closing sale prices
on that exchange or that system (unless it is determined that
these prices are inappropriate as a basis for valuation) or, if
there is no closing sale price on that exchange or system, at
the closing bid prices. If the Equity Securities are not so listed
or, if so listed and the principal market therefor is other than
on the exchange, the evaluation shall generally be based on the
current bid price on the over-the-counter market (unless these
prices are inappropriate as a basis for evaluation). If current
bid prices are unavailable, the evaluation is generally determined
(a) on the basis of current bid

Page 26

prices for comparable securities, (b) by appraising the value
of the Equity Securities on the bid side of the market or (c)
by any combination of the above.

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

How May Units be Purchased by the Sponsor?

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

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

How May Securities be Removed from a Trust?

The Portfolio of each Trust is not "managed" by the Sponsor or
the Trustee; their activities described herein are governed solely
by the provisions of the Indenture. The Indenture provides that
the Sponsor may (but need not) direct the Trustee to dispose of
an Equity Security in the event that an issuer defaults in the
payment of a dividend that has been declared, that any action
or proceeding has been instituted restraining the payment of dividends
or there exists any legal question or impediment affecting such
Equity Security, that the issuer of the Equity Security has breached
a covenant which would affect the payments of dividends, the credit
standing of the issuer or otherwise impair the sound investment
character of the Equity Security, that the issuer has defaulted
on the payment on any other of its outstanding obligations, that
the price of the Equity Security has declined to such an extent
or other such credit factors exist so that in the opinion of the
Sponsor, the retention of such Equity Securities would be detrimental
to a Trust. Except as stated under "Portfolio-What are Some Additional
Considerations for Investors?" for Failed Contract Obligations,
the acquisition by a Trust of any securities other than the Securities
is prohibited. Pursuant to the Indenture and with limited exceptions,
the Trustee may sell any securities or other property acquired
in exchange for Equity Securities such as those acquired in connection
with a merger or other transaction. If offered such new or exchanged
securities or property, the Trustee shall reject the offer. However,
in the event such securities or property are nonetheless acquired
by a Trust, they may be accepted for deposit in the Trust and
either sold by the Trustee or held in the Trust pursuant to the
direction of the Sponsor (who may rely on the advice of the Portfolio
Supervisor). Proceeds from the sale of Securities by the Trustee
are credited to the Capital Account of a Trust for distribution
to Unit holders or to meet redemptions.

The Trustee may also sell Securities designated by the Sponsor,
or if not so directed, in its own discretion, for the purpose
of redeeming Units of a Trust tendered for redemption and the
payment of expenses.

The Sponsor, in designating Equity Securities to be sold by the
Trustee, will generally make selections in order to maintain,
to the extent practicable, the proportionate relationship among
the number of shares of individual issues of Equity Securities.
To the extent this is not practicable, the composition and diversity

Page 27

of the Equity Securities may be altered. In order to obtain the best
price for a Trust, it may be necessary for the Sponsor to specify
minimum amounts (generally 100 shares) in which blocks of Equity
Securities are to be sold.

INFORMATION AS TO SPONSOR, TRUSTEE AND EVALUATOR

Who is the Sponsor?

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

Who is the Trustee?

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

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

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

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

Limitations on Liabilities of Sponsor and Trustee

The Sponsor and the Trustee shall be under no liability to Unit
holders for taking any action or for refraining from taking any
action in good faith pursuant to the Indenture, or for errors
in judgment, but shall be liable only for their own willful misfeasance,
bad faith, gross negligence (ordinary negligence in the case of

Page 28

the Trustee) or reckless disregard of their obligations and duties.
The Trustee shall not be liable for depreciation or loss incurred
by reason of the sale by the Trustee of any of the Securities.
In the event of the failure of the Sponsor to act under the Indenture,
the Trustee may act thereunder and shall not be liable for any
action taken by it in good faith under the Indenture.

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

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

Who is the Evaluator?

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

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

OTHER INFORMATION

How May the Indenture be Amended or Terminated?

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

The Indenture provides that a Trust shall terminate upon the Mandatory
Termination Date indicated herein under "Summary of Essential
Information" for each Trust. A Trust may be liquidated at any
time by consent of 100% of the Unit holders of such Trust or by
the Trustee in the event that Units of the Trust not yet sold
aggregating more than 60% of the Units of such Trust are tendered
for redemption by the Sponsor. If a Trust is liquidated because
of the redemption of unsold Units of such Trust, the Sponsor will
refund to each purchaser of Units of such Trust the entire sales
charge paid by such purchaser. In the event of termination, written
notice thereof will be sent by the Trustee to all Unit holders
of a Trust. Within a reasonable period after termination, the
Trustee will follow the procedures set forth under "How are Income
and Capital Distributed?"

Commencing on the Mandatory Termination Date, Equity Securities
will begin to be sold in connection with the termination of a
Trust. The Sponsor will determine the manner, timing and execution
of the sale of the Equity Securities. Written notice of any termination
of a Trust specifying the time or times at which Unit holders
may surrender their certificates for cancellation shall be given
by the Trustee to each Unit holder at

Page 29

his address appearing on the registration books of such Trust
maintained by the Trustee. At least 60 days prior to the Mandatory
Termination Date the Trustee will provide written notice thereof
to all Unit holders and will include with such notice a form to
enable Unit holders to elect a distribution of shares of Equity
Securities (reduced by customary transfer and registration charges),
if such Unit holder owns at least 2,500 Units of a Trust, rather
than to receive payment in cash for such Unit holder's pro rata
share of the amounts realized upon the disposition by the Trustee
of Equity Securities. To be effective, the election form, together
with surrendered certificates and other documentation required
by the Trustee, must be returned to the Trustee at least five
business days prior to the Mandatory Termination Date. Unit holders
not electing a distribution of shares of Equity Securities will
receive a cash distribution from the sale of the remaining Securities
within a reasonable time after a Trust is terminated. Regardless
of the distribution involved, the Trustee will deduct from the
funds of a Trust any accrued costs, expenses, advances or indemnities
provided by the Trust Agreement, 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. Any sale of Securities in a Trust
upon termination may result in a lower amount than might otherwise
be realized if such sale were not required at such time. The Trustee
will then distribute to each Unit holder his pro rata share of
the balance of the Income and Capital Accounts.

Legal Opinions

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

Experts

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

Page 30

REPORT OF INDEPENDENT AUDITORS

The Sponsor, Nike Securities L.P., and Unit Holders
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 123

We have audited the accompanying statements of net assets, including
the schedules of investments, of The First Trust Special Situations
Trust, Series 123, comprised of American Financial Institutions
Growth Trust, Series 1 and American Technology Growth Trust, Series
1, as of the opening of business on , 1995.
These statements of net assets are the responsibility of the Trusts'
Sponsor. Our responsibility is to express an opinion on these
statements of net assets based on our audit.

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

In our opinion, the statements of net assets referred to above
present fairly, in all material respects, the financial position
of The First Trust Special Situations Trust, Series 123, comprised
of American Financial Institutions Growth Trust, Series 1 and
American Technology Growth Trust, Series 1, at the opening of
business on , 1995 in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
, 1995

Page 31

Statement of Net Assets

American Financial Institutions Growth Trust, Series 1
The First Trust Special Situations Trust, Series 123
At the Opening of Business on the Initial Date of Deposit
, 1995

NET ASSETS

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

Less accrued organizational costs (3)
==========
Net assets $
Units outstanding
==========

</TABLE>

ANALYSIS OF NET ASSETS

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

</TABLE>
[FN]

NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" for American Financial Institutions Growth Trust,
Series 1 is based on the aggregate underlying value of the Equity
Securities.

(2) An irrevocable letter of credit totaling $ issued
by Bankers Trust Company has been deposited with the Trustee as
collateral covering the monies necessary for the purchase of the
Equity Securities in the American Financial Institutions Growth
Trust, Series 1 pursuant to contracts for the purchase of such
Equity Securities.

(3) The Trust will bear all or a portion of its estimated organizational
costs which will be deferred and amortized over a five-year period
from the Initial Date of Deposit. The estimated organizational
costs are based on __________ Units of the Trust expected to be
issued. To the extent the number of Units issued is larger or
smaller, the estimate will vary.

(4) The aggregate cost to investors includes a sales charge computed
at the rate of 4.9% of the Public Offering Price (equivalent to
5.152% of the net amount invested), assuming no reduction of sales
charge for quantity purchases.

Page 32

Statement of Net Assets

American Technology Growth Trust, Series 1
The First Trust Special Situations Trust, Series 123
At the Opening of Business on the Initial Date of Deposit
, 1995

NET ASSETS

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

Less accrued organizational costs (3)
Net assets $
==========
Units outstanding
==========

</TABLE>

ANALYSIS OF NET ASSETS

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

</TABLE>
[FN]

NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Equity Securities listed under "Schedule
of Investments" for American Technology Growth Trust, Series 1
is based on the aggregate underlying value of the Equity Securities.

(2) An irrevocable letter of credit totaling $ issued
by Bankers Trust Company has been deposited with the Trustee as
collateral covering the monies necessary for the purchase of the
Equity Securities in the American Technology Growth Trust, Series
1 pursuant to contracts for the purchase of such Equity Securities.

Page 33

Schedule of Investments

American Financial Institutions Growth Trust, Series 1
The First Trust Special Situations Trust, Series 123
At the Opening of Business on the Initial Date of Deposit
, 1995

Approximate Cost of
Percentage of Market Equity
Number Ticker Symbol and Aggregate Value Securities
of Shares Name of Issuer of Security (1) Offering Price (3) per Share to Trust (2)
________ ________________________________________ __________________ _________ ___________
<C> <S> <C> <C> <C>
National
BAC BankAmerica Corporation 1-4% $
CCI Citicorp, Inc. 1-4%
KRB MBNA Corporation 1-4%

Northeast
ISB Interchange Financial
Services Corporation 1-4%
NSBK North Side Savings Bank 1-4%
UJB UJB Financial Corporation 1-4%

Midwest
ONE Banc One Corporation 1-4%
BOAT Boatmen's Bancshares, Inc. 1-4%
COFI Charter One Financial, Inc. 1-4%
FFHC First Financial Corporation 1-4%
FOA First of America Bank Corporation 1-4%
KEY KeyCorp 1-4%
MTL Mercantile Bancorporation 1-4%
MVBI Mississippi Valley Bancshares, Inc. 1-4%
NCC National City Corporation 1-4%
NOB Norwest Corporation 1-4%
RFED Roosevelt Financial Group, Inc. 1-4%
TCB TCF Financial Corporation 1-4%

Southeast
BBI Barnett Banks, Inc. 1-4%
FTEN First Tennessee National Corporation 1-4%
FVB First Virginia Banks, Inc. 1-4%
LFCT Leader Financial Corporation 1-4%
RGBK Regions Financial Corporation 1-4%
SOTR Southtrust Corporation 1-4%
UPC Union Planters Corporation 1-4%

Southwest
OKSB Southwest Bancorp, Inc. 1-4%

West
CYN City National Corporation 1-4%
I First Interstate Bancorp 1-4%
FSCO First Security Corporation 1-4%
WAMU Washington Mutual, Inc. 1-4%
_________ ____________
Total Investments 100% $
======== ============

</TABLE>

Page 34

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

(2) The cost of the Equity Securities to the Trust represents
the aggregate underlying value with respect to the Equity Securities
acquired (generally determined by the closing sale prices of the
Equity Securities on the business day preceding the Initial Date
of Deposit). The valuation of the Equity Securities has been determined
by the Evaluator, an affiliate of the Sponsor. The aggregate underlying
value of the Equity Securities on the Initial Date of Deposit
was $ . Cost and loss to Sponsor relating to the Equity
Securities sold to the Trust were $ and $ ,
respectively.

(3) The portfolio may contain additional Equity Securities each
of which will not exceed approximately 4% of the Aggregate Offering
Price for Equity Securities. Although it is not the Sponsor's
intention, certain of the Equity Securities listed above may not
be included in the final portfolio. Also, the percentages of the
Aggregate Offering Price for the Equity Securities are approximate
amounts and may vary in the final portfolio.

Page 35

Schedule of Investments

American Technology Growth Trust, Series 1
The First Trust Special Situations Trust, Series 123
At the Opening of Business on the Initial Date of Deposit
, 1995

Approximate Cost of
Percentage of Market Equity
Number Ticker Symbol and Aggregate Value Securities
of Shares Name of Issuer of Security (1) Offering Price (3) per Share to Trust (2)
________ ________________________________________ __________________ _________ ___________
<C> <S> <C> <C> <C>
Computer Networking
COMS 3Com Corporation 1-4% $
CS Cabletron Systems, Inc. 1-4%
CSCO Cisco Systems, Inc. 1-4%

Desktop Computers & File Servers
CPQ Compaq Computer Corporation 1-4%
DELL Dell Computer Corporation 1-4%
SGI Silicon Graphics, Inc. 1-4%
SUNW Sun Microsystems, Inc. 1-4%

Enterprise & Client/Server Software
BMCS BMC Software, Inc. 1-4%
CA Computer Associates International, Inc. 1-4%
ORCL Oracle Systems Corporation 1-4%

Enterprise Computers
HWP Hewlett-Packard Company 1-4%
IBM International Business
Machines Corporation 1-4%

Information Highway Equipment
DIGI DSC Communications Corporation 1-4%

Personal Productivity Software
ADBE Adobe Systems, Inc. 1-4%
MSFT Microsoft Corporation 1-4%

Semiconductor Equipment
AMAT Applied Materials, Inc. 1-4%
LRCX Lam Research Corporation 1-4%
NVLS Novellus Systems, Inc. 1-4%
UTEK Ultratech Stepper, Inc. 1-4%

Semiconductors
ADPT Adaptec, Inc. 1-4%
AMD Advanced Micro Devices, Inc. 1-4%
ATML Atmel Corporation 1-4%
INTC Intel Corporation 1-4%
LLTC Linear Technology Corporation 1-4%
MXIM Maxim Integrated Products, Inc. 1-4%
MU Micron Technology, Inc. 1-4%
MOT Motorola, Inc. 1-4%
XLNX Xilinx, Inc. 1-4%

Storage
EMC EMC Corporation 1-4%
QNTM Quantum Corporation 1-4%
________ ____________

Total Investments 100% $
======== ============

</TABLE>

Page 36

[FN]
_______________

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

Page 37

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Page 38

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Page 39

CONTENTS:
<S> <C>
Summary of Essential Information
American Financial Institutions Growth Trust, Series 1 4
American Technology Growth Trust, Series 1 5
The First Trust Special Situations Trust, Series 123:
What is The First Trust Special Situations Trust? 6
What are the Expenses and Charges? 7
What is the Federal Tax Status of Unit Holders? 8
Why are Investments in the Trusts Suitable for
Retirement Plans? 11
Portfolios:
What are Equity Securities? 11
Risk Factors 11
What are the Equity Securities Selected for
American Financial Institutions Growth
Trust, Series 1? 14
What are the Equity Securities Selected for
American Technology Growth Trust, Series 1? 17
What are Some Additional Considerations for
Investors? 20
Public Offering:
How is the Public Offering Price Determined? 21
How are Units Distributed? 22
What are the Sponsor's Profits? 23
Will There be a Secondary Market? 24
Rights of Unit Holders:
How is Evidence of Ownership Issued and
Transferred? 24
How are Income and Capital Distributed? 24
What Reports will Unit Holders Receive? 25
How May Units be Redeemed? 26
How May Units be Purchased by the Sponsor? 27
How May Securities be Removed from a Trust? 27
Information as to Sponsor, Trustee and Evaluator:
Who is the Sponsor? 28
Who is the Trustee? 28
Limitations on Liabilities of Sponsor and Trustee 29
Who is the Evaluator? 29
Other Information:
How May the Indenture be Amended or Terminated? 29
Legal Opinions 30
Experts 30
Report of Independent Auditors 31
Statements of Net Assets:
American Financial Institutions Growth Trust, Series 1 32
American Technology Growth Trust, Series 1 33
Schedules of Investments:
American Financial Institutions Growth Trust, Series 1 34
American Technology Growth Trust, Series 1 36

</TABLE>

________________

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

FIRST TRUST (registered trademark)

American Financial
Institutions
Growth Trust
Series 1

American
Technology
Growth Trust
Series 1

FIRST TRUST (registered trademark)

1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-708-241-4141

Trustee:

United States Trust Company
of New York

770 Broadway
New York, New York 10003
1-800-682-7520

PLEASE RETAIN THIS PROSPECTUS
FOR FUTURE REFERENCE

, 1995

Page 40

CONTENTS OF REGISTRATION STATEMENT

A. Bonding Arrangements of Depositor:

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

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

The facing sheet

The Cross-Reference Sheet

The Prospectus

The signatures

Exhibits

Financial Data Schedule

S-1
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust Special Situations Trust, Series
123 has duly caused this Amendment No. 1 to Form S-6 to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the Village of Lisle and State of Illinois on August 15, 1995.

THE FIRST TRUST SPECIAL SITUATIONS
TRUST, SERIES 123
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Carlos E. Nardo
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to Form S-6 has been signed below by the
following person in the capacity and on the date indicated:

NAME TITLE* DATE

Robert D. Van Kampen Sole Director of
Nike Securities August 15, 1995
Corporation, the
General Partner of Carlos E. Nardo
Nike Securities L.P. Attorney-in-Fact**

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

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

S-2
CONSENTS OF COUNSEL

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

CONSENT OF INDEPENDENT AUDITORS

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

CONSENT OF FT EVALUATORS L.P.

The consent of FT Evaluators L.P. to the use of its name in the
Prospectus included in the Registration Statement will be filed
by amendment.

S-3
EXHIBIT INDEX

1.1 Form of Standard Terms and Conditions of Trust for The
First Trust Special Situations Trust, Series 22 and
certain subsequent Series, effective November 20, 1991
among Nike Securities L.P., as Depositor, United States
Trust Company of New York as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and Nike
Financial Advisory Services L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-
6 [File No. 33-43693] filed on behalf of The First Trust
Special Situations Trust, Series 22).

1.1.1* Form of Trust Agreement for Series 123 among Nike
Securities L.P., as Depositor, United States Trust
Company of New York, as Trustee, FT Evaluators L.P., as
Evaluator, and First Trust Advisors L.P., as Portfolio
Supervisor.

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

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

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

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

1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42755] filed on
behalf of The First Trust Special Situations Trust,
Series 19).

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

S-4

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

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

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

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

4.1* Consent of FT Evaluators L.P.

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

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

S-5
________________________
* To be filed by amendment.