EQUITY INCOME FUND INDEX SER FIN PORT TECH PORT CAP GDS PORT, S-6EL24/A, 1995-09-28

EQUITY INCOME FUND INDEX SER FIN PORT TECH PORT CAP GDS PORT
S-6EL24/A, 1995-09-28

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1995
REGISTRATION NO. 33-61205
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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:
EQUITY INCOME FUND INDEX SERIES
FINANCIAL PORTFOLIO, TECHNOLOGY PORTFOLIO, CAPITAL GOODS PORTFOLIO
DEFINED ASSET FUNDS
(FORMERLY EQUITY INCOME FUND, CONCEPT SERIES-21 DEFINED ASSET FUNDS)
B. NAMES OF DEPOSITORS:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, SMITH BARNEY INC.
FENNER & SMITH 388 GREENWICH ST.
INCORPORATED 23RD FLOOR
DEFINED ASSET FUNDS NEW YORK, N.Y. 10013
P.O. BOX 9051
PRINCETON, N.J.
08543-9051

PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE INCORPORATED TWO WORLD TRADE
AMERICAS ONE SEAPORT PLAZA CENTER--59TH FLOOR
NEW YORK, N.Y. 10019 199 WATER STREET NEW YORK, N.Y. 10048
NEW YORK, N.Y. 10292

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. LAURIE A. HESSLEIN ROBERT E. HOLLEY
P.O. BOX 9051 388 GREENWICH ST. 1285 AVENUE OF THE
PRINCETON, N.J. NEW YORK, N.Y. 10013 AMERICAS
08543-9051 NEW YORK, N.Y. 10019

COPIES TO:
LEE B. SPENCER, JR. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
ONE SEAPORT PLAZA 130 LIBERTY STREET--29TH ESQ.
199 WATER STREET FLOOR 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10017

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.

F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED: Indefinite

G. AMOUNT OF FILING FEE: $500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED SALE TO 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.
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<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------

EQUITY INCOME FUND This Defined Fund consists of three separate
INDEX SERIES Portfolios which offer investors the opportunity
(UNIT INVESTMENT to invest in defined portfolios that substantially
TRUSTS) replicate the composition of the following Sector
- ------------------------------Indices: Standard & Poor's Financials Index,
- -- FINANCIAL PORTFOLIO Standard & Poor's Capital Goods-Technology Index
- -- TECHNOLOGY PORTFOLIO and Standard & Poor's Capital Goods-Industrial
- -- CAPITAL GOODS PORTFOLIO Index. Each of the Sector Indices contains stocks
included in Standard and Poor's 500 Stock Price
Composite Index, Standard & Poor's MidCap 400
Index and Standard and Poor's SmallCap 600 Index.
The Portfolios are designed to produce investment
results that generally correspond to the price and
yield performance of the common stocks represented
by the Sector Indices. There can be no assurance
that these objectives will be met (see Risk
Factors). The Fund is not sponsored by or
affiliated with Standard and Poor's Corporation.
The value of Units of each Portfolio will
fluctuate with the value of the common stocks in
the corresponding Portfolio and no assurance can
be given that dividends will be paid or that the
Units will appreciate in value.
Minimum purchase: 1,000 Units.
Minimum purchase for Individual Retirement/Keogh
Accounts: unrestricted.
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800- .
Prudential Securities Prospectus dated October , 1995.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Defined Asset FundsSM

Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.

Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:

o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios

The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.

- ----------------------------------------------------------------
Defined Index Series
- ----------------------------------------------------------------

This Defined Fund of the Index Series provides investors with the opportunity to
purchase Units representing proportionate interests in one or more portfolios
consisting of substantially all of the common stocks, in substantially the same
proportions, which comprise, respectively, the S&P Financials Index, the S&P
Technology Index and the S&P Capital Goods Index. The objective of each
Portfolio is to produce investment results that generally correspond to the
price and yield performance of the corresponding Sector Index.

There can be no assurance that this objective will be met because it may be
impracticable for a Portfolio to duplicate or maintain precisely the relative
weightings of the common stocks which comprise the corresponding Sector Index or
to purchase all of these stocks. The payment of dividends and preservation of
capital are dependent on several factors including the financial condition of
the issuers of the stocks in the Portfolios. The value of the underlying
Portfolios and therefore the value of the Units will fluctuate with changes in
the values of common stocks generally and other factors.
It is the Fund's investment policy to have at least 95% of a Portfolio's assets
invested in the common stocks comprising the related Sector Index. The Sponsors
expect to maintain a correlation of from .97 to .99 between each Portfolio and
the related Sector Index.

The Index Series also includes S&P 500 Trust 2 and S&P MidCap Trust which offer
investors the opportunity to invest in defined portfolios that substantially
duplicate the composition of the S&P 500 Index and the S&P MidCap Index,
respectively.

- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------

The Portfolios consist of different issues of common stocks of corporations
selected in accordance with the selection and weightings of stocks established,
respectively, by the S&P Financials Index, the S&P Technology Index and the S&P
Capital Goods Index. Each of the Sector Indices contains stocks included in the
S&P 500 Index, the S&P MidCap Index and the S&P SmallCap Index.
The S&P 500 Index is composed of 500 selected common stocks, most of which are
listed on the New York Stock Exchange. The S&P MidCap Index is composed of 400
selected common stocks of which, as of the initial date of deposit, were
listed either on the New York or the American Stock Exchange and were quoted on
the Nasdaq National Market. The S&P SmallCap Index is composed of 600 selected
common stocks of which, as of the initial date of deposit, were listed
either on the New York or the American Stock Exchange and were quoted on
the Nasdaq National Market.

Investors often compare the performance of their equity investments to a measure
of overall market performance--an index. The Portfolios are designed to offer
investors an opportunity, with a single convenient purchase, to participate in
the total return performance of one or more Indices broadly representing certain
market sectors.

Since common stocks are purchased for the Fund only in round lots, and because
of certain procedural policies of the Fund, the Portfolios may never precisely
duplicate the percentage relationships established for stocks by each Sector
Index. For example, brokerage fees incurred in purchasing securities with cash
deposited with instructions to purchase the securities will be an expense of a
Portfolio, and price fluctuations from the time moneys are received by a
Portfolio and invested will affect the value of the Units, the income per Unit
received by the Portfolio and the correlations between the Portfolios and the
Sector Indices. Additional deposits or purchases of
A-2
<PAGE>

common stocks in connection with creation of additional Units will be effected
in a manner that will maintain, to the extent practicable, the relative
weightings among the common stocks in the related Sector Index.

- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------

Investors should understand that the value of underlying Portfolios will
fluctuate with changes in the financial conditions of the issuers of the
securities in the Portfolios (particularly those that are heavily weighted in
the related Sector Index), the perception by investors of the attractiveness of
any particular industry sector, the value of common stocks generally and other
factors. There can be no assurance that the issuers of the securities will pay
dividends on outstanding shares of common stock. Distributions of income on the
underlying securities will generally depend upon the declaration of dividends by
the issuers of the securities and the declaration of any such dividends depends
upon several factors including the financial condition of the issuers and
general economic conditions. The adverse financial condition of a company will
not result directly in its elimination from a Portfolio unless the company is
removed from the relevant Sector Index.

An investment in the Fund should also be made with an understanding of the risks
inherent in an investment in equity securities, including the risk that the
financial condition of the issuers of the securities may become impaired or that
the general condition of the stock market may worsen (either of which may cause
a decrease in the value of the securities and thus in the value of the Units).
Common stocks are susceptible to general stock market fluctuations and to
volitile increases and decreases in 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 and regional political, economic and banking crises.
(See Risk Factors in Part B.)

The Sponsors may deposit cash (or a bank letter or letters of credit in lieu of
cash) with instructions to purchase additional securities to create additional
Units (see Portfolio Supervision in Part B), maintaining, as closely as
practicable, the proportionate relationship among the securities in the
corresponding Sector Index. To the extent the price of a security increases or
decreases between the time of deposit and the time any security is purchased by
the Fund, Units will represent less or more of that security and more or less of
the other securities in a Portfolio. Price fluctuations during the period from
the time of deposit of cash (or a bank letter of credit in lieu of cash) in a
Portfolio to the time the securities are purchased will affect the value of the
Units and the income per Unit received by a Portfolio. In order to minimize
these effects, each Portfolio will try to purchase securities as near as
possible to the Evaluation Time on each date of deposit.
A-3
<PAGE>
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER 1,000 UNITS $1,000.00

The Public Offering Price per 1,000 Units as of , 1995, the business day prior
to the initial date of deposit, is based on aggregate value of the underlying
securities and any cash held to purchase securities, divided by the number of
units outstanding times 1,000, plus a maximum sales charge of %. The Public
Offering Price on any subsequent date will vary. The sales charge is reduced for
quantity purchase of Units. The underlying securities are valued by the Trustee
on the basis of their closing sale prices at 4:00 p.m. Eastern time on every
business day.

MONTHLY INCOME DISTRIBUTIONS

Distributions of dividend income, if any, will be paid on the 25th day of each
month commencing on the 25th day of 1995 to Holders of record on the
10th day of that month. In order to meet certain tax requirements, a special
distribution of income including capital gains, may be paid to investor of
record as of a date in December. Any capital gain net income will generally be
distributed after the end of the year.

REINVESTMENT OPTION

You can elect to automatically reinvest your distributions into additional units
of the same Portfolio at no sales charge. Reinvesting helps to compound your
income for a greater total return.

TAXES

Distributions which are taxable as ordinary income to Holders will constitute
dividends for federal income tax purposes and may, subject to certain
limitations, be eligible for the dividends-received deduction for certain
corporations (see Taxes in Part B). Foreign investors should be aware that
distributions from the Fund will generally be subject to information reporting
and withholding taxes.

TERMINATION DATE

The Portfolios will terminate by October 31, 2020. The final distribution will
be made within a reasonable time afterward. A Portfolio, may be terminated
earlier if its value is less than 40% of the value of the securities when
deposited.

SPONSORS' PROFIT OR LOSS

The Sponsors' profit or loss from each Portfolio will include the receipt of
applicable sales charges, fluctuations in the Public Offering Price or secondary
market price of units, a gain or loss on the initial deposit of the securities
and a gain or loss on subsequent deposits of securities (see Portfolios;
Sponsors' and Underwriters' Profits in Part B).

SELLING YOUR INVESTMENT

You may sell or redeem your units at any time prior to the termination of a
Portfolio. Your price will be based on the then current net asset value. The
redemption and secondary market repurchase price as of , 1995 was $
per 1,000 units. There is no fee for selling your units.
A-4
<PAGE>

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Defined Financial Portfolio
- --------------------------------------------------------------------------------

The Financial Portfolio consists of different issues of common stocks of
corporations selected in accordance with the selections and weightings of stocks
established by the S&P Financial Index included in each of the S&P 500 Index,
the S&P MidCap Index and the S&P SmallCap Index. The S&P Financial Index is a
capitalization-weighted index of stocks designed to measure the performance of
the financial sectors, respectively, of the S&P 500 Index ( stocks), the S&P
MidCap Index ( stocks) and the S&P SmallCap Index
( stocks). Based upon the principal business of each issuer and S&P Financial
Index market weightings, the following segments are represented in the Financial
Portfolio:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Banks-Multinational %
/ / Banks-Regional %
/ / Savings & Loans %
/ / Brokerage Firms %
/ / Finance-Consumer %
/ / Finance-Commercial %
/ / Government Sponsored Agencies %
/ / Investment Advisors %
/ / Credit Cards %
/ / Insurance-Brokers %
/ / Insurance-Life %
/ / Insurance-Property & Casualty %
/ / Insurance-Multiline %
/ / Insurance-Specialty %
/ / Diversified-Financials %
/ / REITs %

Because the Financial Portfolio is concentrated in stocks of the financial
sector, it is subject to additional risk from factors that may be particular to
the financial sector. In addition, federal securities regulations may limit the
ability of the Portfolio to be fully invested in stocks of certain
securities-related issuers. (See Risk Factors in Part B.)

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

SALES CHARGE

Although the Portfolio is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
As a %
of Initial
Public Amount per
Offering Price 1,000 Units
--------------- ---------------
Maximum Sales Charge % $

The Portfolio (and therefore the investors) 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 SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds. Historically, the Sponsors of unit investment trusts have paid all the
costs of establishing those trusts.

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a %
of Per
Net Assets 1,000 Units
----------- -------------
Trustee's Fee $ $ 0.84
Maximum Portfolio Supervision and
Bookkeeping Fees $ $
Evaluator's Fee $ $
Organizational Expenses
Other Operating Expenses $ $
----------- -------------
TOTAL $ $

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 2 Years 3 Years 4 Years
$ $ $ $

The example assumes reinvestment of all dividends and distributions into
additional units of the Fund and uses a 5% annual rate of return as mandated by
SEC regulations applicable to mutual funds. The Costs Over Time above reflect
both sales charges and operating expenses on an increasing investment. The
example should not be considered a representation of past or future expenses or
annual rate of return; the actual expenses and annual rate of return may be more
or less than the example.
A-5
<PAGE>
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Defined Financial Portfolio
- --------------------------------------------------------------------------------
Equity Income Fund
Index Series
Financial Portfolio , 1995
<TABLE>
<S> <C> <C> <C> <C>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF FUND (1) TO FUND TO FUND (2)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

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

(1) Based on Cost to Fund.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on , 1995.
------------------------------------
The securities were acquired on , 1995 and are represented entirely
by contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in options on
any of them, and may be on the opposite side of public orders executed on the
floor of an exchange where the securities are listed. An officer, director or
employee of any of the Sponsors may be an officer or director of one or more of
the issuers of the securities in the Fund. A Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or arbitrageur
in any of the securities or in options on them. Any Sponsor, its affiliates,
directors, elected officers and employee benefits programs may have either a
long or short position in any securities or in options on them.
A-6
<PAGE>
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Defined Technology Portfolio
- --------------------------------------------------------------------------------

The Technology Portfolio consists of different issues of common stocks of
corporations selected in accordance with the selections and weightings of stocks
established by the S&P Technology Index included in each of the S&P 500 Index,
the S&P MidCap Index and the S&P SmallCap Index. The S&P Technology Index is a
capitalization-weighted index of stocks designed to measure the performance of
the capital goods-technology sector of the S&P 500 Index ( stocks), the S&P
MidCap Index ( stocks) and the S&P SmallCap Index ( stocks). Based upon the
principal business of each issuer and S&P Technology Index market weightings,
the following segments are represented in the Technology Portfolio:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Info Processing-Computer/
Systems %
/ / Info Processing-PCs/
Workstations %
/ / Info Processing-Peripherals %
/ / Info Processing-Computer
Services %
/ / Info Processing-Computer
Software %
/ / Info Processing-Imaging %
/ / Electronics-Semiconductors %
/ / Connectors %
/ / Office Equipment %
/ / Telecommunications Equipment %
/ / Telecommunications-Network %
/ / Telecommunications-Long
Distance %
/ / Telecommunications-Cellular %
/ / Commercial Aerospace %
/ / Defense Electronics %
/ / Electronics Instrumentation %
/ / Biotechnology %

Because the Technology Portfolio is concentrated in stocks of the capital
goods-technology sector, it is subject to additional risk from factors that may
be particular to the capital goods-technology sector. (See Risk Factors in Part
B.)
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

SALES CHARGE

The Portfolio (and therefore the investors) 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 SEC
and the states and the initial audit of the Portfolio-- as is common for mutual
funds. Historically, the Sponsors of unit investment trusts have paid all the
costs of establishing those trusts.

ESTIMATED ANNUAL FUND OPERATING EXPENSES
As a %
of Per
Net Assets 1,000 Units
--------------- ---------------
Trustee's Fee $ $ 0.84
Maximum Portfolio Supervision and
Bookkeeping Fees $ $
Organizational Expenses
Evaluator's Fee $ $
Other Operating Expenses $ $
--------------- ---------------
TOTAL $ $

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 2 Years 3 Years 4 Years
$ $ $ $
The example assumes reinvestment of all dividends and distributions into
additional units of the Fund and uses a 5% annual rate of return as mandated by
SEC regulations applicable to mutual funds. The Costs Over Time above reflect
both sales charges and operating expenses on an increasing investment. The
example should not be considered a representation of past or future expenses or
annual rate of return; the actual expenses and annual rate of return may be more
or less than the example.
A-7
<PAGE>
- --------------------------------------------------------------------------------
Defined Technology Portfolio
- --------------------------------------------------------------------------------
Equity Income Fund
Index Series
Technology Portfolio , 1995
<TABLE>
<S> <C> <C> <C> <C>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF FUND (1) TO FUND TO FUND (2)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

- ------------------------------------
(1) Based on Cost to Fund.
(2) Valuation by the Trustee made on the basis of closing sale prices at the
evaluation time on , 1995.
------------------------------------
The securities were acquired on , 1995 and are represented entirely by
contracts to purchase the securities. Any of the Sponsors may have acted as
underwriters, managers or comanagers of a public offering of the securities in
this Fund during the last three years. Affiliates of the Sponsors may serve as
specialists in the securities in this Fund on one or more stock exchanges and
may have a long or short position in any of these securities or in options on
any of them, and may be on the opposite side of public orders executed on the
floor of an exchange where the securities are listed. An officer, director or
employee of any of the Sponsors may be an officer or director of one or more of
the issuers of the securities in the Fund. A Sponsor may trade for its own
account as an odd-lot dealer, market maker, block positioner and/or arbitrageur
in any of the securities or in options on them. Any Sponsor, its affiliates,
directors, elected officers and employee benefits programs may have either a
long or short position in any securities or in options on them.
A-8
<PAGE>

- --------------------------------------------------------------------------------
Defined Capital Goods Portfolio
- --------------------------------------------------------------------------------

The Capital Goods Portfolio consists of different issues of common stocks of
corporations selected in accordance with the selections and weightings of stocks
established by the S&P Capital Goods Index included in each of the S&P 500
Index, the S&P MidCap Index and the S&P SmallCap Index. The S&P Capital Goods
Index is a capitalization-weighted index of stocks designed to measure the
performance of the capital goods-industrial sector of the S&P 500 Index (
stocks), the S&P MidCap Index ( stocks) and the S&P SmallCap Index (
stocks). Based upon the principal business of each issuer and S&P Capital Goods
Index market weightings, the following segments are represented in the Capital
Goods Portfolio:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Machinery-Agr., Constr.& Mafs.
Handling %
/ / Machinery-Industrial %
/ / Machinery-Specialty %
/ / Machine Tools %
/ / Pollution Control %
/ / Heavy Duty Trucks & Parts %
/ / Conglomerates %
/ / Engineering & Construction %
/ / Electrical Equipment %
/ / Electrical Equipment-Process
Controls %

Because the Capital Goods Portfolio is concentrated in stocks of the capital
goods-industrial sector, it is subject to additional risk from factors that may
be particular to the capital goods-industrial sector. (See Risk Factors in Part
B.)
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

SALES CHARGE

As a %
of Initial
Public Amount per
Offering Price 1,000 Units
--------------- ---------------
Maximum Sales Charge % $

The Portfolio (and therefore the investors) 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 SEC
and the states and the initial audit of the Portfolio-- as is common for mutual
funds. Historically, the Sponsors of unit investment trusts have paid all the
costs of establishing those trusts.

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a %
of Per
Net Assets 1,000 Units
--------------- ---------------
Trustee's Fee $ $ 0.84
Maximum Portfolio Supervision and
Bookkeeping Fees $ $
Evaluator's Fee $ $
Organizational Expenses $ $
Other Operating Expenses $ $
--------------- ---------------
TOTAL $ $

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
5% annual return on the investment throughout the indicated periods and
redemption at the end of the period:

1 Year 2 Years 3 Years 4 Years
$ $ $ $

The example assumes reinvestment of all dividends and distributions into
additional units of the Fund and uses a 5% annual rate of return as mandated by
SEC regulations applicable to mutual funds. The Costs Over Time above reflect
both sales charges and operating expenses on an increasing investment. The
example should not be considered a representation of past or future expenses or
annual rate of return; the actual expenses and annual rate of return may be more
or less than the example.
A-9
<PAGE>
- --------------------------------------------------------------------------------
Defined Capital Goods Portfolio
- --------------------------------------------------------------------------------
Equity Income Fund
Index Series
Capital Goods Portfolio , 1995
<TABLE>
<S> <C> <C> <C> <C>
PRICE
TICKER PERCENTAGE PER SHARE COST
NAME OF ISSUER SYMBOL OF FUND (1) TO FUND TO FUND (2)
- ---------------------------------------------------------------------------------------------------------
</TABLE>

We have audited the accompanying statements of condition and the defined
portfolios included in the prospectus of the Portfolios as of , 1995.
These financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements 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 financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of an irrevocable letter of credit deposited for the purchase of
securities, as described in the statements of condition, with the Trustee. An
audit also includes assessing the accounting principles used and significant
estimates made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the Portfolios as of
, 1995 in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
, 1995
STATEMENTS OF CONDITION AS OF , 1995
<TABLE><CAPTION>
Financial Technology Capital Goods
Portfolio Portfolio Portfolio
-------------------- -------------------- --------------------
<S> <C> <C> <C>
TRUST PROPERTY
Investments--Contracts to purchase securities(1).........$ $ $
Organizational Costs(2)..................................
-------------------- -------------------- --------------------
Total.........................................$ $ $
-------------------- -------------------- --------------------
-------------------- -------------------- --------------------
LIABILITY AND INTEREST OF HOLDERS
Accrued Liability(2)...................................$ $ $
Interest of Holders of Units of fractional
undivided interest outstanding (Financial
Portfolio-- units; Technology Portfolio-- units;
Capital Goods Portfolio-- units):(3)
Cost to investors(4)...................................$ $ $
Gross underwriting commissions(5)...................... () () ()
-------------------- -------------------- --------------------
Subtotal...............................................$ $ $
-------------------- -------------------- --------------------
Total.........................................$ $ $
-------------------- -------------------- --------------------
-------------------- -------------------- --------------------
</TABLE>
- ---------------
(1) Aggregate cost to the Fund of the securities listed under Defined
Portfolios determined by the Trustee at 4:00 p.m., Eastern time on ,
1995. The contracts to purchase securities are collateralized by an irrevocable
letter of credit which has been issued by , New York Branch, in the amount of
$ and deposited with the Trustee. The amount of the letter of credit
includes $ for the purchase of securities.
(2) This represents a portion of the Fund's organizational costs,
which will be deferred and amortized over the life of the Fund. Organizational
costs have been estimated based on projected total assets of $ million. To the
extent the Fund is larger or smaller, the estimate may vary.
(3) Because the value of securities at the evaluation time on the
initial date of deposit may differ from the amounts shown in this statement of
condition, the number of Units offered on the initial date of deposit will be
adjusted from the initial number of Units to maintain the $1,000 per 1,000 Units
offering price.
(4) Aggregate public offering price computed on the basis of the
value of the underlying securities at 4:00 p.m., Eastern time on ,
1995, plus a maximum sales charge at a rate of % of the Public Offering
Price ( % of the aggregate value of securities).
(5) Assumes the maximum sales charge per 1,000 units of % of the
Public Offering Price.
A-11
<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
EQUITY INCOME FUND
INDEX SERIES
FINANCIAL PORTFOLIO, TECHNOLOGY PORTFOLIO, CAPITAL GOODS PORTFOLIO
FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
WITHIN FIVE DAYS OF WRITTEN OR TELEPHONIC REQUEST TO THE TRUSTEE AT THE ADDRESS
AND
TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
INDEX
PAGE
---------
FUND DESCRIPTION......................................... 1
RISK FACTORS............................................. 4
HOW TO BUY UNITS......................................... 7
HOW TO SELL UNITS........................................ 8
INCOME, DISTRIBUTIONS AND REINVESTMENT................... 8
FUND EXPENSES............................................ 9
TAXES.................................................... 10
RECORDS AND REPORTS...................................... 11
TRUST INDENTURE.......................................... 12
MISCELLANEOUS............................................ 12
EXCHANGE OPTION.......................................... 14
SUPPLEMENTAL INFORMATION................................. 14

FUND DESCRIPTION

PORTFOLIO SELECTION

The deposit of the securities in each Portfolio on the initial date of
deposit established a proportionate relationship among the number of shares of
each security. Following the initial date of deposit the Sponsors may deposit
additional securities in order to create new Units, maintaining to the extent
possible that original proportionate relationship. The ability to acquire each
security at the same time will generally depend upon the security's availability
and any restrictions on the purchase of that security under the federal
securities laws or otherwise.

Additional Units may also be created by the deposit of cash (including a
letter of credit) with instructions to purchase additional securities. This
practice could cause both existing and new investors to experience a dilution of
their investments and a reduction in their anticipated income because of price
fluctuations in the securities between the time of the cash deposit and the
actual purchase of the additional securities and because the associated
brokerage fees will be an expense of the Fund. To minimize these effects, the
Fund will try to purchase securities as close to the Evaluation Time or at
prices as close to the evaluated prices as possible.

Since the objective of the Fund is to provide investment results that
substantially replicate the price and yield performance (in other words, the
total return) of the S&P Financial Index, in the case of the Financial
Portfolio, the S&P Technology Index, in the case of the Technology Portfolio,
and the S&P Capital Goods Index, in the case of the Capital Goods Portfolio,
each Portfolio will at any time consist of as many of the corresponding Index
stocks as is feasible. Each Portfolio will at all times be invested in no less
than 95% of the corresponding Index stocks. Although, at any time, a Portfolio
may fail to own certain of the corresponding Index stocks, each

1
<PAGE>
Portfolio will be substantially invested in Index stocks. The
Sponsors expect to maintain a correlation ranging from .97 to .99 between the
investment performance of the relevant Sector Index and that derived from
ownership of Units once the goal of gradually purchasing all of the stocks of
each Sector Index has been achieved. It is expected that this purchasing process
will take approximately 60 to 90 days from the initial date of deposit. The
correlation between the investment performance of the relevant Sector Index and
that derived from ownership of Units is calculated before application of sales
charges on the Units. Computer-based adjustments will be made to bring the
weightings of the securities more closely into line with their weightings in the
relevant Sector Index as each Portfolio invests in new securities in connection
with the creation of new Units, as companies are dropped from or added to a
Sector Index or as securities are sold to meet redemptions. These computer-based
adjustments will be made as soon as practicable following the relevant
transaction. Adjustments may also be made at other times to bring a Portfolio
into line with the applicable Sector Index. The proceeds from any such sale will
be invested in those Index stocks which the computer program output indicates
are most under-represented (see Portfolio Supervision below).

The Sponsors anticipate that the selection of any additional Index stocks
deposited or purchased in connection with the creation of additional Units of a
Portfolio will be those stocks which are most under-represented in the Portfolio
based upon the computer program output and the applicable Sector Index as of the
date prior to the date of such subsequent deposit or purchase. Securities sold
in order to meet redemptions will be those stocks which are most
over-represented in the Portfolio based upon the computer program output and the
applicable Sector Index as of the date prior to the date of such sale.

Finally, from time to time adjustments may be made in a Portfolio because
of changes in the composition and weighting of the applicable Sector Index.
Based on past history, it is anticipated that most such changes will occur as a
result of merger or acquisition activity. In such cases, the Fund, as
shareholder of a company which is the object of such merger or acquisition
activity, will presumably receive various offers from would-be acquirors of the
company. The Trustee will not be permitted to accept any such offers until such
time as the company has been deleted from the applicable Sector Index. Since, in
most cases, a company is removed from a Sector Index only after the consummation
of a merger or acquisition of the company, it is anticipated that the Fund will
generally acquire, in exchange for the stock of the deleted company, whatever
consideration is being offered to shareholders of that company who have not
tendered their shares prior to such time. Any cash received in such transactions
will be reinvested in the most under-represented Index stocks. Any securities
received as a part of the consideration which are not included in the relevant
Sector Index will be sold as soon as practicable and reinvested in the most
under-represented Index stocks.

In attempting to replicate the proportionate relationships represented by
the Sector Indices, the Sponsors do not anticipate purchasing or selling shares
in quantities of less than round lots. In addition, certain Index stocks may at
times not be available in the quantities in which the computer program specifies
that they be purchased. For these reasons, among others, precise duplication of
this proportionate relationship may not ever be possible but nevertheless will
continue to be the goal in connection with all acquisitions or dispositions of
securities (see Portfolio Supervision). As the holder of the securities, the
Trustee will have the right to vote all of the voting stocks in the Portfolio
and will vote such stocks in accordance with the instructions of the Sponsors
except that, if the Trustee holds any of the common stocks of Merrill Lynch &
Co., Inc., Prudential Insurance Company of America (the parent of Prudential
Securities Incorporated), PaineWebber Group, Inc. (the parent of PaineWebber
Incorporated), Dean Witter Discover & Co. (the parent of Dean Witter Reynolds,
Inc.) or The Travelers Inc. (the parent of Smith Barney, Inc.) or any other
common stock of companies which are affiliates of the Sponsors, the Trustee will
vote such stock in the same proportions as all other shares of such companies
are voted.

The Fund is not sponsored, endorsed, sold or promoted by Standard & Poor's
Corporation and that Corporation makes no representation, express or implied, to
the Fund or the holders of Fund Units regarding the advisability of investing in
index or unit investment trusts generally or in the Fund particularly or the
ability of the Sector Indices to track stock market performance in corresponding
industry sectors.

Because each Defined Asset Fund is a preselected portfolio, you know the
securities before you invest. As explained above, the Portfolio will change
somewhat over time.

2
<PAGE>

PORTFOLIO SUPERVISION

The Fund consists of unit investment trusts and is not a managed fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analyses. The Portfolios of the Fund, however, will not be
managed. Instead, the only purchases and sales that will be made with respect to
the Fund Portfolios will be those necessary to create, to the extent feasible,
Portfolios which will substantially replicate the related Sector Index, taking
into consideration redemptions, sales of additional Units and the other
adjustments referred to above. Since no attempt is made to 'manage' the
Portfolios in the traditional sense, the adverse financial condition of a
company will not be the basis for the sale of its securities from a Portfolio
unless the company is removed from the relevant Sector Index.

THE S&P 500 INDEX, THE S&P MIDCAP INDEX AND THE S&P SMALLCAP INDEX
The S&P 500 Index is composed of 500 selected common stocks, most of which
are listed in the New York Stock Exchange. This well-known index, originally
consisting of 233 stocks in 1923, was expanded to 500 stocks in 1957 and was
restructured in 1976 to a composite consisting of four major industry sectors:
industrial, utility, financial and transportation. The four major industry
sectors are comprised of eleven regular industry sectors which are further
divided into industry groups. The S&P 500 Index contains a variety of stocks
which are market-value weighted to represent the overall market. The Index
represents approximately 69% of U.S. stock market capitalization. At present,
the mean market capitalization of the companies in the S&P 500 Index is
approximately $3.346 billion.

The S&P MidCap Index is composed of 400 selected common stocks; as of the
initial date of deposit, were listed on the New York Stock Exchange,
were listed on the American Stock Exchange and were quoted on the Nasdaq
National Market. The MidCap Index stocks were chosen for market size, liquidity
and industry group representation. As of December 31, 1994, industrial stocks
accounted for approximately 69.5% of S&P MidCap Index market capitalization,
utilities approximately 14.1%, financial stocks approximately 14.6% and
transportation stocks approximately 1.8%. Like the S&P 500 Index, the four major
industry groups are comprised of eleven regular industry sectors. The eleven
regular industry sectors are divided into industry groups. As of December 31,
1994, the capitalizations of individual companies ranged from about $49 million
to over $10,066 million; the mean market capitalization of the companies in the
S&P MidCap Index was approximately $1,156 billion. The S&P MidCap Index was
created June 5, 1991.

The S&P SmallCap Index is composed of 600 selected common stocks; as of the
initial date of deposit, were listed on the New York Stock Exchange, were
listed on the American Stock Exchange and were quoted on the Nasdaq National
Market. The SmallCap Index stocks were chosen to track the stock performance of
small capitalization companies. As of December 31, 1994, industrial stocks
accounted for approximately 76.7% of S&P SmallCap Index market capitalization,
utilities approximately 4.3%, financial stocks approximately 16.8% and
transportation stocks approximately 2.2%. Like the S&P 500 Index and the S&P
MidCap Index, the four major industry sectors are comprised of eleven regular
industry sectors. The eleven regular industry sectors are divided into
industry groups. As of December 31, 1994, the capitalizations of individual
companies ranged from about $34 million to over $1.2 billion; the mean market
capitalization of the companies in the S&P SmallCap Index was approximately $300
million. The S&P SmallCap Index was created October 31, 1994.

The weightings of stocks in the S&P 500 Index, the S&P MidCap Index and the
S&P SmallCap Index are primarily based on each stock's relative total market
value; that is, its market price per share times the number of shares
outstanding. The S&P 500 Index, the S&P MidCap Index and the S&P SmallCap Index
together represented approximately % of the total market capitalization of
stocks traded in the United States, as of December 31, 1994.

Subject to market conditions, the Sponsors may create additional Index
Series of Equity Income Fund. The Fund has entered into license agreements with
Standard & Poor's Corporation (the 'License Agreements'), under which the Fund
is granted licenses to use the trademarks and tradenames 'S&P 500', 'S&P MidCap
400 Index', 'S&P SmallCap 600 Index' and other trademarks and tradenames, to the
extent the Sponsors deem appropriate and desirable under federal and state
securities laws to indicate the source of the Indices as a basis for determining
the composition of the Fund's investment portfolios. As consideration for the
grant of the license, each Portfolio will pay to Standard & Poor's Corporation
an annual fee equal to % of the average net asset value of the

<PAGE>
Portfolio (or, if greater, $ ). The License Agreements permit the Fund to
substitute another index for the S&P Financials Index, the S&P Technology Index
or the S&P Capital Goods Index in the event that Standard & Poor's Corporation
ceases to compile and publish that Index. In addition, if any Index ceases to be
compiled or made available or the anticipated correlations between the
Portfolios and the applicable Index is not maintained, the Sponsors may direct
that the affected Portfolio continue to be operated using the S&P Financial
Index, the S&P Technology Index or the S&P Capital Goods Index (as the case may
be) as it existed on the last date on which it was available or may direct that
the applicable Indenture be terminated (see Risk Factors).

Neither the Fund nor the investors is entitled to any rights whatsoever
under the foregoing licensing arrangements or to use any of the covered
trademarks or to use the S&P Financial Index, the S&P Technology Index or the
S&P Industrial Index, except as specifically described herein or as may be
specified in the Indentures.

Standard and Poor's Corporation's only relationship to the Portfolios is
the licensing of the right to use the Sector Indices as bases for determining
the composition of the Portfolios and to use the related trademarks and
tradenames in the name of the Fund and in the Prospectus and related sales
literature to the extent that the Sponsors deem appropriate or desirable under
Federal and state securities laws and to indicate the source of the Sector
Indices. The Sector Indices are determined, comprised and calculated without
regard to the Fund. Standard and Poor's Corporation shall have no obligation to
take the needs of the Fund or its investors into consideration in determining,
comprising or calculating the Sector Indices.

Standard and Poor's Corporation is not responsible for and shall not participate
in sales of Units or in the determination of the timing of, prices at, or
quantities and proportions in which purchases or sales of securities shall be
made.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
FINANCIAL INDEX, THE S&P TECHNOLOGY INDEX OR THE S&P CAPITAL GOODS INDEX OR ANY
DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS,
OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE SPONSORS, THE FUNDS, ANY PERSON OR ANY ENTITY FROM
THE USE OF THE S&P FINANCIAL INDEX, THE S&P TECHNOLOGY INDEX OR THE S&P CAPITAL
GOODS INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR USE, WITH RESPECT TO THE S&P FINANCIAL INDEX, THE
S&P TECHNOLOGY INDEX OR THE S&P CAPITAL GOODS INDEX OR ANY DATA INCLUDED
THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY
LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

RISK FACTORS

An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline if the financial condition of the
issuers of the securities becomes impaired or if the general condition of the
stock market worsens and the risk that holders of common stocks have generally
inferior rights to receive payments from the issuer in comparison with the
rights of creditors of, or investors of debt obligations or preferred stocks
issued by, the issuer. Moreover, common stocks do not represent an obligation of
the issuer and therefore do not offer any assurance of income or provide the
degree of protection of capital provided by debt securities. Common stocks in
general may be especially susceptible to general stock market movements and to
volatile increases and decreases in 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. The
Sponsors cannot predict the direction or scope of any of these factors. In
addition, investors should be aware that no attempt is made to 'manage' the
Portfolios in the traditional sense and, as a result, the adverse financial
condition of a company will not result directly in its elimination from a
Portfolio unless the company is removed from the applicable Sector Index.

The Portfolios are concentrated in one or more of types of issuers.
Concentration may involve additional risk because of the decreased
diversification of economic, financial and market risks. Set forth below is a
brief description of certain risks associated with securities which may be held
by the Fund. Additional information is contained in the Information Supplement
which is available from the Trustee at no charge to the investor.

4
<PAGE>

FINANCIAL INSTITUTIONS

Banking Institutions. The activities of U.S. banks and bank holding
companies are subject to comprehensive federal and state regulation which is
expected to continue to change over the life of the Portfolio. The enactment of
any new legislation or regulations, or any change in interpretation or
enforcement of existing laws or regulations, may affect the profitablity of
participants in the banking industry. Congress is currently considering removing
restrictions to interstate banking. No assurance can be given as to what form
such legislation, or any other legislation or regulation, would take, if
enacted, or what affects any new legislation or regulation would have on the
banking industry.

The banking industry is particularly susceptible to downturns in economic
conditions and volatility in political conditions as well as fiscal or monetary
policies of governmental units. In addition, federal regulators require banks
and thrifts to maintain minimum capital requirements; to the extent additional
equity is issued to meet the requirements, outstanding equity holdings will be
diluted.

Banks are subject to substantial competition from other banking and thrift
institutions and from other financial service institutions for deposits, as well
as corporate and retail customers. To the extent a bank's portfolio is
concentrated in assets related to a particular industry or geographic region,
the bank's operating results will be subject to additional risks associated with
such industry or region.

Insurance Companies. Insurance companies are subject to extensive
regulation and supervision where they do business by state insurance
commissioners who regulate the standards of solvency, which must be maintained,
the nature of and limitations on investments, reports of financial condition,
and requirements regarding reserves for unearned premiums, losses and other
matters. A significant portion of the assets of insurance companies are required
by law to be held in reserve against potential claims on policies and is not
available to general creditors. Although the federal government does
not regulate the business of insurance, federal initiatives including pension
regulation, controls on medical costs, minimum standards for no-fault automobile
insurance, national health insurance, tax law changes affecting life insurance
companies and repeal of the antitrust exemption for the insurance business can
significantly impact the insurance business.

TECHNOLOGY COMPANIES

Technology companies are rapidly developing and highly competitive, both
domestically and internationally, and tend to be relatively volatile as compared
to other types of investments. Certain of these companies may be smaller and
less seasoned companies with limited product lines, markets or financial
resources and limited management or marketing personnel. These companies are
characterized by a high degree of investment to maintain competitiveness and are
affected by worldwide scientific and technological developments (and resulting
product obsolescence) as well as government regulation, increase in material or
labor costs, changes in distribution channels and the need to manage inventory
levels in line with product demand. Other risk factors include short product
life cycles, aggressive pricing and reduced profit margins, dramatic and often
unpredictable changes in growth rates, frequent new product introduction, the
need to enhance existing products, intense competition from large established
companies and potential competition from small start up companies.

CAPITAL GOODS COMPANIES

Growth in the manufacturing industry is closly linked to expansion in the
domestic and global economies. The ongoing global recession with its consequent
effect on industrial growth, employment and consumer spending in addition to any
increase in oil prices or in interest rates may lead to a decrease in demand for
the products of companies engaged in manufacturing industrial and automotive
products. Also, since the federal government and many state, local and foreign
governments now have budget deficits, financial expenditures by these entities
on capital improvements may be extremely limited.

Environmental and safety issues increasingly affect the manufacturing
industry. Issuers may experience decreases in profitability as legislative
mandates impose costs associated with compliance with environmental regulations
and manufacturing more environmentally sound and safer equipment. Furthermore,
the cost of product liability insurance and the inability of some manufacturing
companies to obtain this insurance may have an adverse impact on the industry.

5
<PAGE>
The long-term outlook is largely dependent upon the growth and
competitiveness of the U.S. manufacturing base. Increased consolidation and
merger activity increases competitiveness in general but individual companies
may experience severe financial problems due to the increased competitiveness.
Strong competition from foreign nations, particularly Latin American and Pacific
Rim countries which have lower labor costs, will severely impact the
profitability of the U.S. manufacturing business.

FINANCIAL PORTFOLIO INVESTMENT LIMITATION

Investors should be aware that the Financial Portfolio may not invest more
than 5% of its assets in the stock of any issuer that derives more than 15% of
its revenues from securities-related activities (a 'securities-related issuer').
Because it is believed to be unlikely that any issuer, whether or not
securities-related, will account for more than 5% of the S&P Financials Index,
the foregoing restriction is not expected to have a significant effect on the
correlation between the Financial Portfolio and the S&P Financials Index.

LIQUIDITY

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

LITIGATION AND LEGISLATION

The Sponsors do not know of any pending litigation as of the initial date
of deposit that might reasonably be expected to have a material adverse effect
on the Fund, although pending litigation may have a material adverse effect on
the value of securities in the Fund. In addition, at any time after the initial
date of deposit, litigation may be initiated on a variety of grounds, or
legislation may be enacted, affecting the securities in the Portfolios or the
issuers of the securities. Changing approaches to regulation may have a negative
impact on certain companies represented in the Portfolios. There can be no
assurance that future litigation, legislation, regulation or deregulation will
not have a material adverse effect on the Portfolios or will not impair the
ability of the issuers of the securities to achieve their business goals. From
time to time Congress considers proposals to reduce the rate of the dividends-
received deduction. This type of legislation, if enacted into law, would
adversely affect the after-tax return to investors who can take advantage of the
deduction. (See Taxes.)

LIFE OF THE FUND; FUND TERMINATION

The size and composition of the Portfolios will be affected by the level of
redemptions of Units that may occur from time to time. Principally, this will
depend upon the number of investors seeking to sell or redeem their Units. A
Portfolio will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It will terminate earlier upon the
disposition of the last security or upon the consent of investors holding 51% of
the Units. A Portfolio may also be terminated earlier by the Sponsors once its
total assets have fallen below the minimum value specified in Part A of the
Prospectus. A decision by the Sponsors to terminate a Portfolio early will be
based on factors such as the size of the Portfolio relative to its original
size, the ratio of Portfolio expenses to income, and the cost of maintaining a
current prospectus.

Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Trustee will seek to dispose of any securities remaining in the Portfolio
although any security unable to be sold at a reasonable price may continue to be
held by the Trustee in a liquidating trust pending its final disposition. A
proportional share of the expenses associated with termination, including
brokerage costs in disposing of securities, will be borne by investors remaining
at that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.
6
<PAGE>
HOW TO BUY UNITS

Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price. The Public Offering Price varies
each Business Day with changes in the value of the Portfolio and other assets
and liabilities of the Fund.

PUBLIC OFFERING PRICE

Units are charged a maximum sales charge of % of the public offering
price or, for quantity purchases, the following percentages of the public
offering price:

SALES CHARGE DEALER
CONCESSION
AS PERCENT OF
----------------------------------------
AS PERCENT OF OFFERING PRICE
AS PERCENT OF NET AMOUNT --------------------
AMOUNTS PURCHASED OFFERING PRICE INVESTED
- ------------------------------------------------------------
Less than $25,000... % % %
$25,000-$49,999.....
$50,000-$74,999.....
$75,000-$99,999.....
$100,000-$249,999...
$250,000 or more....

The above graduated sales charges will apply on all purchases on any one
day (with credit given for previously purchased Units as described below under
Right of Accumulation) by a single purchaser of Units in one or more Portfolios
of this Fund only in the amounts stated. For this purpose purchases will not be
aggregated with concurrent purchases of any other unit trusts sponsored by the
Sponsors. However, units held in the name of the spouse of the purchaser or in
the name of a child of the purchaser under 21 years of age are deemed to be
registered in the name of the purchaser. The graduated sales charges are also
applicable to a trustee or other fiduciary purchasing securities for a single
trust estate or single fiduciary account. To qualify for the reduced sales
charge and concession applicable to quantity purchases, the dealer must confirm
that the sale is to a single purchaser. The sales charge is lower than sales
charges on many other equity investments.

Right of Accumulation. Reduced sales charges are applicable through a right
of accumulation under which eligible investors are permitted to purchase Units
of any Portfolio at the offering price applicable to the total of (a) the dollar
amount then being purchased plus (b) an amount equal to the then current net
asset value of the purchaser's holdings of Units of each of the Portfolios. To
be eligible either for this right of accumulation or the reduced sales charge
applicable to purchases more than one Portfolio on the same day, the purchaser
or the purchaser's securities dealer must notify the Sponsors at the time of
purchase that such purchase qualifies under this accumulation provision and
supply sufficient information to permit confirmation of qualification.
Acceptance of the purchase order is subject to such confirmation. These reduced
sales charge provisions may be amended or terminated at any time without notice.

Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at a reduced initial
sales charge of not less than $5.00 per 1,000 Units.

EVALUATIONS

Evaluations are determined by the Trustee on each Business Day. This
excludes Saturdays, Sundays and the following holidays as observed by the New
York Stock Exchange: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas. If the securities are
listed on a national securities exchange or the Nasdaq National Market,
evaluations are generally based on closing sales prices on that exchange or that
system (unless the Trustee deems these prices inappropriate) or, if closing
sales prices are not available, at the mean between the closing bid and offer
prices. If the securities are not listed or if listed but the principal market
is elsewhere, the evaluation is generally determined based on sales prices of
the securities on the over-the-counter market or, if sales prices in that market
are not available, on the basis of the mean between current bid and offer prices
for the securities or for comparable securities or by appraisal or by any
combination of these methods. Neither the Sponsors nor the Trustee guarantee the
enforceability, marketability or price of any securities.

<PAGE>

CERTIFICATES

Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Sell Units--Trustee's Redemption of
Units). Certain Sponsors collect additional charges for registering and shipping
Certificates to purchasers. Lost or mutilated Certificates can be replaced upon
delivery of satisfactory indemnity and payment of costs.

HOW TO SELL UNITS

SPONSORS' MARKET FOR UNITS

You can sell your Units at any time without a fee (other than the deduction
after the initial offering period for the costs of liquidating securities). The
Sponsors (although not obligated to do so) will normally buy any Units offered
for sale at the repurchase price next computed after receipt of the order. The
Sponsors have maintained secondary markets in Defined Asset Funds for over 20
years. Primarily because of the sales charge and fluctuations in the market
value of the securities, the sale price may be less than the cost of your Units.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons. The Sponsors may reoffer
or redeem Units repurchased.

TRUSTEE'S REDEMPTION OF UNITS

You may redeem your Units by sending the Trustee a redemption request.
Signatures must be guaranteed by an eligible institution. In certain instances,
additional documents may be required such as a certificate of death, trust
instrument, certificate of corporate authority or appointment as executor,
administrator or guardian. If the Sponsors are maintaining a market for Units,
they will purchase any Units tendered at the repurchase price described above.
If they do not purchase Units tendered, the Trustee is authorized in its
discretion to sell Units in the over-the-counter market if it believes it will
obtain a higher net price for the redeeming investor.

By the seventh calendar day after tender you will be mailed an amount equal
to the Redemption Price per Unit. Because of market movements or changes in the
Portfolio, this price may be more or less than the cost of your Units. The
Redemption Price per Unit is computed each Business Day by adding the value of
the securities, declared but unpaid dividends on the securities, cash and the
value of any other Fund assets; deducting unpaid taxes or other governmental
charges, accrued but unpaid Fund expenses, unreimbursed Trustee advances, cash
held to redeem Units, for purchase of securities or for distribution to
investors and the value of any other Fund liabilities; and dividing the result
by the number of outstanding Units.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell securities selected by the Agent for the
Sponsors in a manner designed to maintain, to the extent practicable, the
proportionate relationship among the number of shares of each security. These
sales are often made at times when the securities would not otherwise be sold
and may result in lower prices than might be realized otherwise and will also
reduce the size and diversity of the Fund.

Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the securities not reasonably
practicable, or for any other period permitted by the SEC.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME AND DISTRIBUTIONS

The net annual income per Unit will depend primarily upon the amount of
dividends declared and paid by the issuers of the securities and changes in the
expenses of the Fund and, to a lesser degree, upon the level of purchases of
additional securities and sales of securities. There is no assurance that
dividends on the securities will continue at their current levels or be declared
or paid.

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Each Unit receives an equal share of monthly distributions of dividend
income. Because dividends on the securities are not received at a constant rate
throughout the year, any income distribution may be more or less than the amount
then credited to the Income Account. Dividends payable to the Fund are credited
to an Income Account, as of the date on which the Fund is entitled to receive
the dividends, and other receipts are credited to a Capital Account. A Reserve
Account may be created by withdrawing from the Income and Capital Accounts
amounts considered appropriate by the Trustee to reserve for any material amount
that may be payable out of the Fund. Funds held by the Trustee in the various
accounts do not bear interest. Subject to the Reinvestment Plan, the Monthly
Income Distribution for each investor shall consist of an
amount, computed monthly by the Trustee, substantially equal to one-twelfth of
the investor's pro rata share of the estimated annual income to the Income
Account, after deducting estimated expenses. There is no assurance that actual
distributions will be made since all dividends received may be used to pay
expenses.

An amount equal to any capital gain net income (i.e. the excess of capital
gains over capital losses recognized by the Fund in any taxable year) will be
distributed shortly after the end of the year. In order to meet certain tax
requirements the Fund may make a special distribution of income, including
capital gains, to investors of record as of a date in December. Proceeds
received from the disposition of any of the securities which are not used to
make the distribution of capital gain net income, for redemption of Units or
reinvested in additional securities will be held in the Capital Account to be
distributed on the next succeeding distribution day.

REINVESTMENT

Income and principal distributions on Units may be reinvested by
participating in the Fund's reinvestment plan. Under the plan, the Units
acquired for investors will be either Units already held in inventory by the
Sponsors or new Units created by the Sponsors' deposit of additional securities,
contracts to purchase additional securities or cash (or a bank letter of credit
in lieu of cash) with instructions to purchase additional securities. Purchases
made pursuant to the Reinvestment Plan will be made without sales charge at the
net asset value for Units of the Fund. Under the Reinvestment Plan, the Fund
will pay the distributions to the Trustee which in turn will purchase for the
investor full and fractional Units of the Fund at the price determined as of the
close of business on the distribution day and will add the Units to the
investor's account and send the investor an account statement reflecting the
reinvestment. The Sponsors reserve the right to amend, modify or terminate the
reinvestment plan at any time without prior notice. Investors holding Units in
'street name' should contact their broker, dealer or financial institution if
they wish to participate in the reinvestment plan.

FUND EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. Fund
expenses include the Licensor's Fee (see Fund Description, above). The Trustee's
annual fee is payable in monthly installments. The Trustee also benefits when it
holds cash for the Fund in non-interest bearing accounts. Possible additional
charges include Trustee fees and expenses for extraordinary services, costs of
indemnifying the Trustee and the Sponsors, costs of action taken to protect the
Fund and other legal fees and expenses, Fund termination expenses and any
governmental charges. The Trustee has a lien on Fund assets to secure
reimbursement of these amounts and may sell securities for this purpose if cash
is not available. The Sponsors receive an annual fee of a maximum of $0.35 per
1,000 Units to reimburse them for the cost of providing Portfolio supervisory
services to the Fund. While the fee may exceed their costs of providing these
services to the Fund, the total supervision fees from all Series of Equity
Income Fund will not exceed their costs for these services to all of those
Series during any calendar year. The Sponsors may also be reimbursed for their
costs of providing bookkeeping and administrative services to the Fund,
currently estimated at $0.10 per 1,000 Units. The Trustee's and Sponsors' fees
may be adjusted for inflation without investors' approval.

Expenses incurred in establishing the Fund, including the cost of the
initial preparation of documents relating to the Fund, Federal and State
registration fees, the initial fees and expenses of the Trustee, legal expenses
and any other out-of-pocket expenses will be paid by the Fund and amortized over
the life of the Fund. Advertising and selling expenses will be paid from the
Underwriting Account at no charge to the Fund. Expenses will be allocated among
the Portfolios based on the relative proportion of total assets represented by
each Portfolio. Defined Asset Funds can be a cost-effective way to purchase and
hold investments. Annual operating expenses are generally lower than for managed
funds. Because Defined Asset Funds have no management fees, limited transaction
costs

9
<PAGE>

and no ongoing marketing expenses, operating expenses are generally less
than 0.25% a year. When compounded annually, small differences in expense ratios
can make a big difference in your investment results.

TAXES

TAXATION OF THE FUND

The Fund intends to qualify for and elect the special tax treatment
applicable to 'regulated investment companies' under Section 851-855 of the
Internal Revenue Code of 1986, as amended (the 'Code'). Qualification and
election as a 'regulated investment company' involve no supervision of
investment policy or management by any government agency. If the Fund qualifies
as a 'regulated investment company' and distributes to investors 90% or more of
its taxable income without regard to its net capital gain (i.e., the excess of
its net long-term capital gain over its net short-term capital loss), it will
not be subject to federal income tax on any portion of its taxable income
(including any net capital gain) distributed to investors in a timely manner. In
addition, the Fund will not be subject to the 4% excise tax on certain
undistributed income of 'regulated investment companies' to the extent it
distributes to investors in a timely manner at least 98% of its taxable income
(including any net capital gain). It is anticipated that the Fund will not be
subject to federal income tax or the excise tax because the Indenture requires
the distribution of the Fund's taxable income (including any net capital gain)
in a timely manner. Although all or a portion of the Fund's taxable income
(including any net capital gain) for a taxable year may be distributed shortly
after the end of the calendar year, such a distribution will be treated for
federal income tax purposes as having been received by investors during the
calendar year.

DISTRIBUTIONS

Distribution to investors of the Fund's dividend income and net short-term
capital gain in any year will be taxable as ordinary income to investors to the
extent of the Fund's taxable income (without regard to its net capital gain) for
that year. Any excess will be treated as a return of capital and will reduce the
investor's basis in his Units and, to the extent that such distributions exceed
his basis, will be treated as a gain from the sale of his Units as discussed
below. It is anticipated that substantially all of the distributions of the
Fund's dividend income and net short-term capital gain will be taxable as
ordinary income to investors.

Distribution of the Fund's net capital gain (designated as capital gain
dividends by the Fund) will be taxable to investors as long-term capital gain,
regardless of the length of time the Units have been held by an investor. An
investor will recognize a taxable gain or loss if the investor sells or redeems
his Units. Any gain or loss arising from (or treated as arising from) the sale
or redemption of Units will be a capital gain or loss, except in the case of a
dealer in securities. Capital gains are currently taxed at the same rate as
ordinary income, however, the excess of net long-term capital gains over net
short-term capital losses may be taxed at a lower rate than ordinary income for
certain noncorporate taxpayers. A capital gain or loss is long-term if the asset
is held for more than one year and short-term if held for one year or less.
However, any capital loss on the sale or redemption of a Unit that an investor
has held for six months or less will be a long-term capital loss to the extent
of any capital gain dividends previously distributed to the investor by the
Fund. The deduction of capital losses is subject to limitations.

Distributions that are taxable as ordinary income to investors will
constitute dividends for federal income tax purposes. To the extent that
distributions are appropriately designated by the Fund and are attributable to
dividends received by the Fund from domestic issuers with respect to whose
securities the Fund satisfies the requirements for the dividends-received
deduction, such distributions will be eligible for the dividends-received
deduction for corporations (other than corporations such as 'S' corporations
which are not eligible for such deduction because of their special
characteristics and other than for purposes of special taxes such as the
accumulated earnings tax and the personal holding company tax). The
dividends-received deduction generally is currently 70%. However, Congress from
time to time considers proposals to reduce the rate, and enactment of such a
proposal would adversely affect the after-tax return to investors who can take
advantage of the deduction. Investors are urged to consult their own tax
advisers.

Sections 246 and 246A of the Code contain additional limitations on the
eligibility of dividends for the corporate dividends-received deduction.
Depending upon the corporate investor's circumstances (including whether it has
a 45-day holding period for its Units and whether its Units are debt financed),
these limitations may be applicable to dividends received by an investor from
the Fund which would otherwise qualify for the dividends-received deduction
under the principles discussed above. Accordingly, investors should consult
their

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<PAGE>

own tax advisers in this regard. A corporate investor should be aware that
the receipt of dividend income for which the dividends-received deduction is
available may give rise to an alternative minimum tax liability (or increase an
existing liability) because the dividend income will be included in the
corporation's 'adjusted current earnings' for purposes of the adjustment to
alternative minimum taxable income required by Section 56(g) of the Code.

Investors will be taxed in the manner described above regardless of whether
distributions from the Fund are actually received by the investor or are
reinvested pursuant to the Reinvestment Plan.

The federal tax status of each year's distributions will be reported to
investors and to the Internal Revenue Service. The foregoing discussion relates
only to the federal income tax status of the Fund and to the tax treatment of
distributions by the Fund to U.S. investors. Investors that are not United
States citizens or residents should be aware that distributions from the Fund
will generally be subject to a withholding tax of 30%, or a lower treaty rate,
and should consult their own tax advisers to determine whether investment in the
Fund is appropriate. Distributions may also be subject to state and local
taxation and investors should consult their own tax advisers in this regard.

RETIREMENT PLANS

This Series of Equity Income Fund may be well suited for purchase by
Individual Retirement Accounts ('IRAs'), Keogh plans, pension funds and other
qualified retirement plans, certain of which are briefly described below.
Generally, capital gains and income received in each of the foregoing plans are
exempt from federal taxation. All distributions from such

plans are generally treated as ordinary income but may, in some cases, be
eligible for special 5 or 10 year averaging or tax-deferred rollover treatment.
Investors of Units in IRAs, Keogh plans and other tax-deferred retirement plans
should consult their plan custodian as to the appropriate disposition of
distributions. Investors considering participation in any of these plans should
review specific tax laws related thereto and should consult their attorneys or
tax advisors with respect to the establishment and maintenance of any of these
plans. These plans are offered by brokerage firms, including the Sponsor of this
Fund, and other financial institutions. Fees and charges with respect to such
plans may vary.

Retirement Plans for the Self-Employed--Keogh Plans. Units of the Fund may
be purchased by retirement plans established for self-employed individuals,
partnerships or unincorporated companies ('Keogh plans'). The assets of a Keogh
plan must be held in a qualified trust or other arrangement which meets the
requirements of the Code. Keogh plan participants may also establish separate
IRAs (see below) to which they may contribute up to an additional $2,000 per
year ($2,250 in a spousal account).

Individual Retirement Account--IRA, Any individual can make use of a
qualified IRA arrangement for the purchase of Units of the Fund. Any individual
(including one covered by an employer retirement plan) can make a contribution
in an IRA equal to the lesser of $2,000 ($2,250 in a spousal account) or 100% of
earned income; such investment must be made in cash. However, the deductible
amount an individual may contribute will be reduced if the individual's adjusted
gross income exceeds $25,000 (in the case of a single individual), $40,000 (in
the case of married individuals filing a joint return) or $200 (in the case of a
married individual filing a separate return). Certain transactions which are
prohibited under Section 408 of the Code will cause all or a portion of the
amount in an IRA to be deemed to the distributed and subject to tax at that
time. Unless nondeductible contributions were made in 1987 or a later year, all
distributions from an IRA will be treated as ordinary income but generally are
eligible for tax-deferred rollover treatment. Taxable distributions made before
attainment of age 59 1/2, except in the case of the participant's death or
disability or where the amount distributed is part of a series of substantially
equal periodic (at least annual) payments that are to be made over the life
expectancies of the participant and his or her beneficiary, are generally
subject to a surtax in an amount equal to 10% of the distribution.

Corporate Pension and Profit-Sharing Plans. A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.

RECORDS AND REPORTS

The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
including a current list of the securities and a copy of the Indenture, which
may be inspected by investors at reasonable times during business hours.
11

<PAGE>

With each distribution, the Trustee includes a statement of the amounts of
income and any other receipts being distributed. Following the termination of
the Fund, the Trustee sends each investor of record a statement summarizing
transactions in the Fund's accounts including amounts distributed from them,
identifying securities sold and purchased and listing securities held and the
number of Units outstanding at termination and stating the Redemption Price per
1,000 Units at termination, and the fees and expenses paid by the Fund, among
other matters. Fund accounts may be audited by independent accountants selected
by the Sponsors and any report of the accountants will be available from the
Trustee on request.

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors and the Trustee. This Prospectus summarizes various
provisions of the Indenture, but each statement is qualified in its entirety by
reference to the Indenture.

The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified of the substance of any amendment.

The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The resignation or removal becomes effective upon acceptance of
appointment by a successor; in this case, the Sponsors will use their best
efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee may apply to a court of competent jurisdiction to appoint a
successor.

Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains. A new Sponsor may be appointed by the remaining Sponsors and
the Trustee to assume the duties of the resigning Sponsor. If there is only one
Sponsor and it fails to perform its duties or becomes incapable of acting or
bankrupt or its affairs are taken over by public authorities, the Trustee may
appoint a successor Sponsor at reasonable rates of compensation, terminate the
Indenture and liquidate the Fund or continue to act as Trustee without a
Sponsor. Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed
as Agent for the Sponsors by the other Sponsors.

The Sponsors and the Trustee are not liable to investors or any other party
for any act or omission in the conduct of their responsibilities absent bad
faith, willful misfeasance, negligence (gross negligence in the case of a
Sponsor) or reckless disregard of duty. The Indenture contains customary
provisions limitingthe liability of the Trustee.

MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.

AUDITORS

The Statement of Condition in Part A of the Prospectus was audited by
Deloitte & Touche LLP, independent accountants, as stated in their opinion. It
is included in reliance upon that opinion given on the authority of that firm as
experts in accounting and auditing.
12

<PAGE>

TRUSTEE

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and either the
Comptroller of the Currency or state banking authorities.