VOYAGEUR EQUITY TRUST SERIES 1, S-6EL24/A, 1995-11-03

VOYAGEUR EQUITY TRUST SERIES 1
S-6EL24/A, 1995-11-03

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FILE NO. 33-62179

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: VOYAGEUR EQUITY TRUST, SERIES 1

B. NAME OF DEPOSITOR: VOYAGEUR FUND MANAGERS, INC.

C. COMPLETE ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES:

90 South Seventh Street, Suite 4400
Minneapolis, Minnesota 55402

D. NAME AND COMPLETE ADDRESS OF AGENT FOR SERVICE:

VOYAGEUR FUND MANAGERS, INC. CHAPMAN AND CUTLER
Attention: Thomas J. Abood Attention: Mark J. Kkneedy
General Counsel 111 West Monroe Street
90 South Seventh Street, Suite 4400 Chicago, Illinois 60603
Minneapolis, Minnesota 55402

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

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

G. Amount of registration fee: $500.00

H. Approximate date of proposed sale to the public:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT
/ / Check box if it is propsed that this filing will become effective
pursuant to Rule 487

________________________________________________________________________________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafer 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.

VOYAGEUR EQUITY TRUST
SERIES 1

CROSS-REFERENCE SHEET

Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933

(FORM N-8B-2 ITEMS REQUIRED BY INSTRUCTION 1 AS
TO 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................................. }
(b) Title of securities issued.................... } Prospectus Front
} Cover Page

2. Name and address of depositor...................... } Introduction
} Summary of
} Essential
} Financial
} Information
} Trust
} Administration

3. Name and address of Trustee........................ } Introduction
} Summary of
} Essential
} Financial
} Information
} Trust
} Administration

4. Name and address of principal.......................} Underwriting
underwriter

5. Organization of Trust.............................. } Introduction

6. Execution and termination of Trust Indenture....... } Trust
and Agreement } Administration

7. Changes of name.................................... } *

8. Fiscal year........................................ } *

9. Material Litigation................................ } *

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

10. General information regarding trust's...............} Introduction
securities and rights of security holders } Rights of
} Unitholders
} The Fund
} Trust Administration

11. Type of securities comprising units................ } Introduction
} The Fund
} The Trusts

12. Certain information regarding periodic payment..... } *
certificates

13. (a) Load, fees, expenses, etc..................... } Introduction
} Summary of Essential
} Financial
} Information
} Public Offering
} Trust Information
} Trust Administration

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

(c) Certain percentages........................... } Introduction
} Summary of Essential
} Financial
} Information
} Public Offering

(d) Certain other fees, expenses or............... } Public Offering
charges payable by holders } Trust Administration
} Trust Operating
} Expenses

(e) Certain profits receivable by depositor,
principal, underwriters, writers, rustee or
affiliated person........................... } Public Offering
} Underwriting
} The Trusts
} Trust Operating
} Expenses

(f) Ratio of annual charges to income............. } *

14. Issuance of Trust's securities..................... } The Fund

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

16. Acquisition and disposition of underlying.......... } Introduction
securities } Rights of
} Unitholders
} Trust
} Administration

17. Withdrawal or redemption........................... } Rights of
} Unitholders;
} Trust
} Administration

18. (a) Receipt and disposition of income............. } Introduction
} Rights of
} Unitholders

(b) Reinvestment of distributions................. } Rights of
} Unitholders

(d) Schedule of distributions..................... } Summary of Essential
} Financial
} Information

19. Records, accounts and reports...................... } Rights of
} Unitholders
} Trust Administration

20. Certain miscellaneous provisions of Trust
agreement.........................................} Trust Administration

21. Loans to security holders.......................... } *

22. Limitations on liability........................... } Trust Administration

23. Bonding arrangements................................} *

24. Other material provisions of trust indenture
or agreement...................................... } *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

25. Organization of depositor.......................... } Trust Administration

26. Fees received by depositor......................... } Trust Administration

27. Business of depositor.............................. } Trust Administration

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

29. Companies owning securities of Depositor........... } *

30. Controlling persons of depositor................... } *

31. Compensation of Directors.......................... } *

32. Compensation of Directors.......................... } *

33. Compensation of Employees.......................... } *

34. Compensation to other persons...................... } *

IV. DISTRIBUTION AND REDEMPTION

35. Distribution of Trust's securities ................ } Rights of
} Unitholders

36. Suspension of sales of trust's securities.......... } *

37. Revocation of authority to distribute.............. } *

38. (a) Method of Distribution........................ } *

(b) Underwriting agreements....................... } Underwriting

39. (a) Organization of principal underwriter......... } Trust Administration

(b) N.A.S.D. membership by principal underwriter.. } *

40. Certain fees received by principal underwriter..... } *

41. (a) Business of principal underwriters............ } Trust Administration

(b) Branch offices of principal underwriter....... } *

42. Ownership of of securities of the trust............ } *

43. Certain brokerage commissions received by
principal underwriters........................... } *

44. (a) Method of valuation........................... } Introduction
} Summary of
] Essential
} Financial
} Information
} Public Offering
} Trust Administration
} Rights of
} Unitholders

(b) Schedule as to offering price................. } *

45. Suspension of redemption rights.................... } Rights of
} Unitholders

46. (a) Redemption valuation.......................... } Rights of
} Unitholders
} Trust Administration

(b) Schedule as to redemption price............... } *

47. Purchase and sale of interests }
in underlying securities.......................... } Trust Administration

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

48. Organization and regulation of trustee............. } Trust Administration

49. Fees and expenses of trustee....................... } Summary of
] Essential
} Financial
} Information
} Trust Administration

50. Trustee's lien..................................... } Trust Administration

VI. INFORMATION CONCERNING INSURANCE OF HOLDERS OF SECURITIES

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

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust agreement with respect }
to replacement or elimination }
of portfolio securities..................... } The Fund

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

(d) Fundamental policy not otherwise covered...... } *

53. Tax status of trust................................ } Tax Status
} The Trusts

VIII. FINANCIAL AND STATISTICAL INFORMATION

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

55. ....................................................} *

56. Certain information regarding.......................} *

57. Periodic payment certificates.......................}

58. ....................................................} *

59. Financial statements (Instruction 1(c)
to Form S-6)......................................} Other Matters

_____________
*Inapplicable, answer negative or not required.

PRELIMINARY PROSPECTUS DATED
NOVEMBER 3, 1995, SUBJECT TO COMPLETION

MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 1

================================================================================

THE TRUST. Voyageur Equity Trust, Series 1 (the "FUND") is comprised of one
underlying unit investment trust designated as Minnesota's Big Ten Equity Trust,
Series 1 (the "TRUST"). The Trust offers investors the opportunity to purchase
Units representing proportionate interests in a fixed, diversified portfolio of
common stocks issued by the ten highest dividend yielding companies as of
________, 1995 which (a) have their principal operations located in the State of
Minnesota and (b) have a market capitalization in excess of $250 million (the
"SECURITIES"). The Trust, however, will not invest in common stock of electric
utility companies. Unless terminated earlier, the Trust will terminate on
___________1, 1996, and any Securities then held will, within a reasonable time
thereafter, be liquidated or distributed by the Trustee. Any Securities
liquidated at termination will be sold at the then current market value for such
Securities; therefore, the amount distributable in cash to a Unitholder upon
termination may be more or less than the amount such Unitholder paid for his
Units. Upon liquidation, Unitholders may choose either to reinvest their
proceeds into the next Minnesota's Big Ten Equity Trust Series, if available, at
a reduced sales charge, to receive a cash distribution or to receive a pro rata
distribution of the securities then included in the Trust (if they own the
requisite number of Units).

================================================================================

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.

VOYAGEUR FUND MANAGERS, INC.

The date of this Prospectus is _______, 1995

OBJECTIVE OF THE TRUST. The objective of the Trust is to provide an above
average total return through a combination of potential capital appreciation and
dividend income, consistent with the preservation of invested capital, by
investing in a portfolio of common stocks issued by the ten highest dividend
yielding companies as of _____, 1995 which (a) have their principal operations
located in the State of Minnesota and (b) have a market capitalization in excess
of $250 million. The Trust, however, will not invest in the common stock of
electric utility companies. See "Schedule of Investments." There is, of course,
no guarantee that the objective of the Trust will be achieved.

PUBLIC OFFERING PRICE. The Public Offering Price per Unit of the Trust is
equal to the aggregate underlying value of the Securities in the Trust plus or
minus cash, if any, in the Capital and Income Accounts of the Trust, divided by
the number of Units of the Trust outstanding, plus an initial sales charge equal
to the difference between the maximum total sales charge for the Trust of 2.9%
of the Public Offering Price (1.9% of the Public Offering Price for Rollover
Unitholders) and the maximum deferred sales charge for a Trust ($0.019 per
Unit). Commencing on __________, 1995, and on the lst day of each month
thereafter, through __________, 1996, a deferred sales charge of $0.0019 will be
assessed per Unit per month. The monthly amount of the deferred sales charge
will accrue on a daily basis from the 1st day of the month preceding a deferred
sales charge payment date. For example, Unitholders of record on the Initial
Date of Deposit will pay an initial sales charge of 1.0% of the Public Offering
Price and will be subject to a deferred sales charge of 1.9% of the Public
Offering Price (payable in ten monthly installments of $0.0019 per Unit over the
final ten months of the life of the Trust). Unitholders will be assessed that
portion of the deferred sales charge accrued from the time they became
Unitholders of record. Units purchased subsequent to the initial deferred sales
charge payment will be subject only to the initial sales charge and that portion
of the deferred sales charge payments not yet collected. This deferred sales
charge will be paid from funds in the Capital Account, if sufficient, or from
the periodic sale of Securities. The total maximum sales charge assessed to
Unitholders on a per Unit basis will be 2.9% of the Public Offering Price
(2.929% of the aggregate value of the Securities in the Trust), subject to
reduction as set forth in "Public Offering--General." During the initial
offering period, the sales charge is reduced on a graduated scale for sales
involving at least 50,000 Units of the Trust. If Units were available for
purchase at the opening of business on the Initial Date of Deposit, the Public
Offering Price per Unit for the Trust would have been that amount set forth
under "Summary of Essential Financial Information." The minimum purchase is
1,000 Units (250 Units for a tax-sheltered retirement plan). See "Public
Offering."

ADDITIONAL DEPOSITS. The Sponsor may, from time to time after the Initial
Date of Deposit, deposit additional Securities in the Trust, provided it
maintains, as nearly as is practicable, the original proportionate relationship
of the Securities in the Trust's portfolio. See "The Trust."

DIVIDEND AND CAPITAL GAINS DISTRIBUTIONS. Distributions of dividends and
realized capital gains, if any, received by the Trust will be paid in cash on
the applicable Distribution Date to Unitholders of record of the Trust on the
record date as set forth in the "Summary of Essential Financial Information."
The estimated distribution for the Trust will be $__________ per Unit, and will
be made on __________, 1996, to Unitholders of record on __________, 1996. Any
distribution of income and/or capital gains for the Trust will be net of the
expenses of the Trust. See "Taxation." Additionally, upon surrender of Units for
redemption or termination of the Trust, the Trustee will distribute to each
Unitholder his pro rata share of the Trust's assets, less expenses, in the
manner set forth under "Rights of Unitholders--Distributions of Income and
Capital."

SECONDARY MARKET FOR UNITS. Although not obligated to do so, an affiliate
of the Sponsor, Voyageur Fund Distributors, Inc. (the "Distributor") currently
intends to maintain a market for Units of the Trust and offer to repurchase such
Units at prices which are based on the aggregate underlying value of the
Securities in the Trust (generally determined by the closing sale prices of the
Securities) plus or minus cash, if any, in the Capital and Income Accounts of
the Trust. If a secondary market is not maintained, a Unitholder may redeem
Units at prices based upon the aggregate underlying value of the Securities in
the Trust plus or minus a pro rata share of cash, if any, in the Capital and
Income Accounts of the Trust. See "Rights of Unitholders--Redemption of Units."
Units sold or tendered for redemption prior to such time as the entire deferred
sales charge on such Units has been collected will be assessed the amount of the
remaining deferred sales charge at the time of sale or redemption.

TERMINATION. The Trust will terminate approximately one year and one day
after the Initial Date of Deposit regardless of market conditions at that time.
Commencing on the Mandatory Termination Date, Securities will begin to be sold
in connection with the termination of the Trust. The Sponsor will determine the
manner, timing and execution of the sale of the Securities. Written notice of
any termination of the Trust shall be given by the Trustee to each Unitholder at
his address appearing on the registration books of the Trust maintained by the
Trustee. Unitholders of the Trust may elect to become Rollover Unitholders as
described in "Special Redemption and Rollover in New Fund" below. Rollover
Unitholders will not receive the final liquidation distribution but will receive
units of a new Series of the Fund, if one is being offered. Unitholders not
electing the Rollover Option or a distribution of shares of Securities will
receive a cash distribution from the sale of the remaining Securities within a
reasonable time after the Trust is terminated. See "Trust
Administration--Amendment or Termination."

REINVESTMENT OPTION. Unitholders will initially have their distributions
reinvested into additional Units of the Trust subject only to the remaining
deferred sales charge payments as set forth below, if Units are available at the
time of reinvestment, or, upon request, in cash. See "Rights of Unitholders--
Reinvestment Option."

SPECIAL REDEMPTION AND ROLLOVER IN NEW FUND. Unitholders will have the
option, subject to necessary exemptive relief from the staff of the Securities
and Exchange Commission, of specifying by the Rollover Notification Date stated
in "Summary of Essential Financial Information" to have all of their Units
redeemed on the Rollover Notification Date and the distributed Securities sold
by the Trustee, in its capacity as Distribution Agent, on the Special Redemption
Date. (Unitholders so electing are referred to herein as "Rollover
Unitholders.") The Distribution Agent will appoint the Sponsor as its agent to
determine the manner, timing and execution of sales of underlying Securities.
The proceeds of the redemption will then be invested in Units of a new Series of
the Trust (the "1996 Fund"), if one is offered, at a reduced sales charge
(anticipated to be 1.9% of the Public Offering Price of the 1996 Fund). The
Sponsor may, however, stop offering units of the 1996 Fund at any time in its
sole discretion without regard to whether all the proceeds to be invested have
been invested. Cash which has not been invested on behalf of the Rollover
Unitholders in the 1996 Fund will be distributed shortly after the Special
Redemption Date. However, the Sponsor anticipates that sufficient Units will be
available, although moneys in this Trust may not be fully invested on the next
business day. The portfolio of the 1996 Fund will contain the top ten dividend
yielding common stocks of Minnesota companies satisfying the criteria
established above. Rollover Unitholders will receive the amount of dividends in
the Income Account of the Trust which will be included in the reinvestment in
units of the 1996 Fund.

RISK FACTORS. An investment in the Trust should be made with an
understanding of the risks associated therewith, including the possible
deterioration of either the financial condition of the issuers or the general
condition of the stock market, the lack of adequate financial information
concerning an issuer and the possibility of an economic downturn in either the
Midwestern United States as a whole or the State of Minnesota in particular. For
certain risk considerations related to the Trust, see "Risk Factors." Units of
the Trust are not deposits or obligations of, and are not guaranteed or endorsed
by, any bank and are not federally insured or otherwise protected by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other agency and
involve investment risk, including the possible loss of principal.

VOYAGEUR EQUITY TRUST, SERIES 1
SUMMARY OF ESSENTIAL INFORMATION AT THE
CLOSE OF BUSINESS ON THE DAY BEFORE THE INITIAL DATE OF
DEPOSIT:
SPONSOR, EVALUATOR AND SUPERVISOR: VOYAGEUR FUND MANAGERS, INC.
TRUSTEE: INVESTORS FIDUCIARY TRUST COMPANY

GENERAL INFORMATION
<S> <C>
Number of Units..............................................................................
Fractional Undivided Interest in the Trust per Unit..........................................
Public Offering Price:
Aggregate Offering Price of Securities in Portfolio(1)...................................... $
Aggregate Offering Price of Securities per Unit.............................................. $ 1.00
Maximum Sales Charge 2.9% (2.929% of the
Aggregate Value of Securities per Unit)(2)................................................... $
Less Deferred Sales Charge per Unit....................................................... $
Public Offering Price per Unit(2)(3)......................................................... $
Redemption Price per Unit.................................................................... $
Initial Secondary Market Repurchase Price per Unit(2)........................................ $
Excess of Public Offering Price per Unit over
Redemption Price per Unit................................................................. $
Calculation of Estimated Net Annual Dividends per Unit(4)
Estimated Gross Annual Dividends per Unit................................................. $
Less: Estimated Annual Expense per Unit................................................... $
Estimated Net Annual Dividends per Unit................................................... $
Supervisor's Annual Supervisory Fee................................Maximum of $.0025 per Unit
Evaluator's Annual Evaluation Fee..................................Maximum of $.0025 per Unit
Rollover Notification Date...................................................................
Special Redemption Period....................................................................
Mandatory Termination Date.............................................._______________, 1996
Minimum Termination Value ..................................................................
The Trust may be terminated if the net asset value of the Trust is
less than $500,000 unless the net asset value of the Trust's deposits
has exceeded $15,000,000, then the Trust Agreement may be terminated
if the net asset value of the Trust is less than $3,000,000.
Trustee's Annual Fee............................................................$___ per Unit
Estimated Annual Organizational Expenses (5)............................$___________ per unit
Income and Capital Account
Record Dates......................................................_____, 1996 and _____, 1996
Income and Capital Account
Distribution Dates.............................................._____, 1996 and _____, 1996
</TABLE>

(1) Each 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 Security is not so listed, at the closing ask
price thereof.
(2) The Maximum Sales Charge consists of an initial sales charge and a deferred
sales charge. The initial sales charge is applicable to all Units and
represents an amount equal to the difference between the Maximum Sales
Charge for the Trust of 2.9% of the Public Offering Price and the amount of
the maximum deferred sales charge of $0.019 per Unit. Subsequent to the
Initial Date of Deposit, the amount of the initial sales charge will vary
with changes in the aggregate value of the Securities in the Trust. In
addition to the initial sales charge, Unitholders will pay a deferred sales
charge of $0.0019 per Unit commencing __________, 1995 and on the 1st day
of each month thereafter through _______, 1996. Units purchased subsequent
to the initial deferred sales charge payment will be subject only to the
initial sales charge and that portion of the deferred sales charge payments
not yet collected. These deferred sales charge payments will be paid from
funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. The total maximum sales charge will be 2.9% of the Public
Offering Price (2.929% of the aggregate value of the Securities in the
Trust). See the "Fee Table" below and "Public Offering Price--Offering
Price." Any uncollected deferred sales charge amounts will be deducted from
the sales or redemption proceeds.
(3) On the Initial Date of Deposit there will be no cash in the Income or
Capital Accounts. Anyone ordering Units after such date will have included
in the Public Offering Price a pro rata share of any cash in such Accounts.
(4) Estimated annual dividends are based on annualizing the most recently paid
quarterly or semi-annual ordinary dividends.
(5) The Trust (and therefore Unitholders) 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 the Trust portfolio, legal fees and the initial fees and expenses
of the Trustee but not including the 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 the life of the Trust. See "Expenses of the
Trust" and "Statement of Net Assets." Historically, the sponsors of unit
investment trusts have paid all the costs of establishing such trusts.

FEE TABLE

================================================================================

This Fee Table is intended to assist investors in understanding the costs
and expenses that an investor in the Trust will bear directly or indirectly. See
"Public Offering Price--Offering Price" and "Trust Operating Expenses." Although
the Trust has a term of only one year and is a unit investment trust rather than
a mutual fund, this information is presented to permit a comparison of fees,
assuming the principal amount and distributions are rolled over each year into a
new Trust subject only to the deferred sales charge.

================================================================================
<TABLE>
<CAPTION>

AMOUNT PER
UNITHOLDER TRANSACTION EXPENSES 1,000 UNITS
- ------------------------------- -----------
<S> <C> <C>
Maximum Initial Sales Charge Imposed on Purchase
(as a percentage of offering price)........................ 1.00% (1) $10.00
Deferred Sales Charge per Year (as a percentage of
original purchase price)................................... 1.90% (2) 19.00
----- -----
Maximum Total Sales Charge ................................... 2.90% (3) $29.00
======= ======
Maximum Sales Charge Imposed Per Year on
Reinvested Dividends......................................... 1.90% 19.00
===== =====
ESTIMATED ANNUAL TRUST OPERATING
EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)..............
Trustee's Fee.............................................. _____% $____
Portfolio Supervision and Evaluation Fees.................. 0.050% 0.50
Annual Organizational Expenses.............................
Other Operating Expenses................................... _________ ________
Total.................................................. _________ ________
========= ========
</TABLE>

(1) The Maximum Initial Sales Charge is actually the difference between 2.90%
and the maximum deferred sales charge ($19.00 per 1,000 Units) and would
exceed 1% if the Public Offering Price exceeds $1,000 per 1,000 Units.
(2) The actual fee is $1.90 per month per 1,000 Units, irrespective of purchase
or redemption price, deducted in each of the last 10 months of the Trust.
If a Unitholder sells or redeems Units before all of these deductions have
been made, the balance of the deferred sales charge payments remaining will
be deducted from the sales or redemption proceeds. If the Unit price
exceeds $1.00 per Unit, the deferred portion of the sales charge will be
less than 1.90%; if the Unit price is less than $1.00 per Unit, the
deferred portion of the sales charge will exceed 1.90%. Units purchased
subsequent to the initial deferred sales charge payment will be subject
only to the initial sales charge and that portion of the deferred sales
charge payments not yet collected.
(3) Reinvested dividends will be subject only to the deferred sales charge
remaining at the time of reinvestment. See "Rights of
Unitholders--Reinvestment Option."
<TABLE>
<CAPTION>

EXAMPLE

CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
An investor would pay the following expenses on a $1,000 investment, assuming
the estimated operating expense ratio of __% and a 5% annual return on the
investment throughout the periods
$ $ $ $
</TABLE>

The example assumes reinvestment of all dividends and distributions and
utilizes a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. For purposes of the example,
the deferred sales charge imposed on reinvestment of dividends is not reflected
until the year following payment of the dividend; the cumulative expenses would
be higher if sales charges on reinvested dividends were reflected in the year of
reinvestment. The examples should not be considered representations of past or
future expenses or annual rate of return; the actual expenses and annual rate of
return may be more or less than those assumed for purposes of the examples.

THE TRUST

Voyageur Equity Trust, Series 1 is comprised of one unit investment trust:
Minnesota's Big Ten Equity Trust, Series 1. The Fund was created under the laws
of the State of Missouri pursuant to a Trust Agreement (the "TRUST AGREEMENT"),
dated the date of this Prospectus (the "INITIAL DATE OF DEPOSIT"), among
Voyageur Fund Managers, Inc., as Sponsor, Evaluator and Supervisor, and
Investors Fiduciary Trust Company, as Trustee.

The Trust offers investors the opportunity to purchase Units representing
proportionate interests in a portfolio of common stocks issued by the ten
highest dividend yielding companies as of the Initial Date of Deposit which (a)
have their principal operations located in the State of Minnesota and (b) have a
market capitalization in excess of $250 million. The Sponsor's determination
that the companies selected for inclusion in the Trust have their principal
operations located in the State of Minnesota is based on the fact that such
companies are either headquartered in the State, derive more than 50% of their
revenues or profits from activities within the State, have more than 50% of
their assets located in the State, or their securities are primarily traded in
the State of Minnesota. The Trust, however, will not invest in the common stock
of electric utility companies. The Trust may be an appropriate medium for
investors who desire to participate in a portfolio Trust of common stocks with
greater diversification than they might be able to acquire individually, See
"Trust Portfolio." Unless terminated earlier, the Trust will terminate on the
Mandatory Termination Date set forth under "Summary of Essential Financial
Information" and any Securities then held will, within a reasonable time
thereafter, be liquidated or distributed by the Trustee. Any Securities
liquidated at termination will be sold at the then current market value for such
Securities; therefore, the amount distributable in cash to a Unitholder upon
termination may be more or less than the amount such Unitholder paid for his
Units. Upon liquidation, Unitholders may choose either (1) to reinvest their
proceeds into a subsequent Series of the Trust, if available, at a reduced sales
charge, (2) to receive a pro rata distribution of the Securities then included
in the Trust (if they own the requisite minimum number of Units) or, (3) to
receive a cash distribution.

On the Initial Date of Deposit, the Sponsor deposited with the Trustee
the Securities indicated under "Portfolio" herein, including delivery statements
relating to contracts for the purchase of certain such Securities and an
irrevocable letter of credit issued by a financial institution in the amount
required for such purchases. Thereafter, the Trustee, in exchange for such
Securities (and contracts) so deposited, delivered to the Sponsor documentation
evidencing the ownership of that number of Units of the Trust indicated in
"Summary of Essential Financial Information." Unless otherwise terminated as
provided in the Trust Agreement, the Trust will terminate on the Mandatory
Termination Date, and Securities then held will within a reasonable time
thereafter be liquidated or distributed by the Trustee.

Additional Units of the Trust may be issued at any time by depositing in
the Trust additional Securities or contracts to purchase securities together
with irrevocable letters of credit or cash. As additional Units are issued by
the Trust as a result of the deposit of additional Securities by the Sponsor,
the aggregate value of the Securities in the Trust will be increased and the
fractional undivided interest in the Trust represented by each Unit will be
decreased. The Sponsor may continue to make additional deposits of Securities
into the Trust following the Initial Date of Deposit, provided that such
additional deposits will be in amounts which will maintain, as nearly as
practicable, the original proportionate relationship of the Securities in the
Trust's portfolio based on the number of shares of the Securities. Any deposit
by the Sponsor of additional Securities will duplicate, as nearly as is
practicable, this 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 the Trust on the Initial, or
any subsequent, Date of Deposit.

Each Unit of the Trust initially offered represents an undivided interest
in the Trust. To the extent that any Units are redeemed by the Trustee or
additional Units are issued as a result of additional Securities being deposited
by the Sponsor, the fractional undivided interest in the Trust represented by
each unredeemed Unit will increase or decrease accordingly, although the actual
interest in the Trust represented by such fraction will remain unchanged. Units
will remain outstanding until redeemed upon tender to the Trustee by
Unitholders, which may include the Sponsor, or until the termination of the
Trust Agreement.

OBJECTIVES AND SECURITIES SELECTION

The objective of the Trust is to provide an above average total return
through a combination of potential capital appreciation and dividend income,
consistent with the preservation of invested capital, by investing in a
portfolio of common stocks issued by the ten highest dividend yielding companies
as of the Initial Date of Deposit which (a) have their principal operations
located in the State of Minnesota and (b) have a market capitalization in excess
of $250 million. The Trust, however, will not invest in the common stock of
electric utility issuers. In seeking this objective, the Sponsor considered,
among other things, the ability of the Securities to outpace inflation. While
inflation is currently relatively low, the United States has historically
experienced periods of double-digit inflation. While the prices of equity
securities will fluctuate, over time equity securities have outperformed the
rate of inflation, and other less risky investments, such as government bonds
and U.S. Treasury bills. Past performance is, however, no guarantee of future
results.

The Trust will terminate approximately one year and one day from the date
of this Prospectus. Investors will be subject to taxation on the dividend income
received by the Trust and on gains from the sale or liquidation of Securities
(see "Taxation"). Investors should be aware that there is not any guarantee that
the objective of the Trust will be achieved because it is subject to the
continuing ability of the respective issuers to declare and pay dividends and
because the market value of the Securities can be affected by a variety of
factors. Common stocks may be 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. Investors should be aware that there
can be no assurance that the value of the underlying Securities will increase or
that the issuers of the Securities will pay dividends on outstanding common
shares. Any distribution of income will generally depend upon the declaration of
dividends by the issuers of the Securities and the declaration of any dividends
depends upon several factors including the financial condition of the issuers
and general economic conditions. See "Risk Factors."

Investors should be aware that the Trust is not a "managed" fund and as a
result the adverse financial condition of a company will not result in its
elimination from the portfolio except under extraordinary circumstances (see
"Trust Administration--Portfolio Administration"). In addition, Securities will
not be sold by the Trust to take advantage of market fluctuations or changes in
anticipated rates of appreciation. Investors should note in particular that the
Securities were selected by the Sponsor prior to the date the Securities were
purchased by the Trust. The Trust may continue to hold Securities originally
selected through this process even though the evaluation of the attractiveness
of the Securities may have changed and, if the evaluation were performed again
at that time, the Securities would not be selected for the Trust.

The following table shows the actual performance of the Dow Jones
Industrial Average ("DJIA"), and the S&P 500 as compared to those stocks which
would have comprised the Minnesota Big Ten Trust had such Trust been in
existence in each of the past twenty years as of the date indicated for each of
such years. Such annual returns do not take into account commissions, sales
charges, expenses or taxes.

Comparison of Total Returns (1)
Year Ended Minnesota
12/31 Big Ten DJIA (2) S&P 500
------------- ------- -------- -------
<S> <C> <C> <C>
1975 32.64% 44.40% 37.30%
1976 22.26 22.72 23.70
1977 -6.74 -12.71 -7.26
1978 13.17 2.69 6.57
1979 16.77 10.52 18.60
1980 14.57 21.41 32.13
1981 13.88 -3.40 -4.91
1982 42.22 25.79 21.11
1983 23.83 25.68 22.37
1984 2.18 1.06 6.11
1985 48.40 32.78 32.03
1986 17.96 26.91 18.55
1987 3.62 6.02 5.22
1988 17.64 15.95 16.82
1989 33.35 31.71 31.53
1990 2.53 -0.57 -3.18
1991 42.70 23.93 30.57
1992 20.65 7.35 7.69
1993 8.62 16.71 9.99
1994 0.75 4.93 1.29
1995(3) 25.78 27.33 29.77
</TABLE>
(1) Total Return represents the sum of the percentage change in market value of
each group of stocks between the first trading day of a period and the
total dividends paid on each group of stocks during the period divided by
the opening market value of each group of stocks as of the first trading
day of a period. Total return does not take into consideration any sales
charges, commissions, expenses or taxes.
(2) An index of 30 stocks compiled by Dow Jones
(3) 1995 returns are as of September 30, 1995 and are not annualized.

The total return figures shown above are not guarantees of future
performance and should not be used as a predictor of returns to be expected in
connection with the Portfolio. Such total return figures do not reflect sales
charges, commissions, expenses or taxes. As indicated in the above table, the
Minnesota Big Ten underperformed the S&P 500 Stocks and the DJIA in certain
years and there can be no assurance that the Portfolio of the Trust will
outperform the S&P 500 or the DJIA over the life of the Trust.

The chart below represents past performance of the Minnesota Big Ten, DJIA
and the S&P 500 (but not the Trust) and should not be considered indicative of
future results. From January, 1975 through December 1994 the average annual
total return for the Minnesota Big Ten, DJIA and the S&P 500 was 14.31%, 19.71%,
and 22.40%, respectively. The chart reflects a hypothetical assumption that
$10,000 was invested on January 1, 1975 and the investment strategy followed for
30 years. The chart assumes that all dividends during a year are reinvested at
the end of that year and does not reflect sales charges, commission, expenses or
taxes. There can be no assurance that the Trust will outperform the DJIA or the
S&P 500 over its approximately one-year life or over consecutive rollover
periods, if available.

Value of $10,000 Invested on January 1, 1975
Year Ended Minnesota
12/31 Big 10 DJIA S&P 500
-------------- ------ ---- -------
<S> <C> <C> <C>
1975 $ 13,264 $ 14,440 `$13,730
1976 16,216 17,721 16,984
1977 15,123 15,468 15,751
1978 17,115 15,885 16,786
1979 19,986 17,556 19,908
1980 22,898 21,314 26,304
1981 26,077 20,590 25,013
1982 37,086 25,900 30,293
1983 45,922 32,551 37,070
1984 46,922 32,896 39,335
1985 69,633 43,679 51,933
1986 82,140 55,433 61,567
1987 85,110 58,770 64,781
1988 100,121 68,144 75,677
1989 133,517 89,752 99,538
1990 136,895 89,241 96,373
1991 195,348 110,596 125,834
1992 235,683 118,725 135,510
1993 256,003 138,564 149,048
1994 257,914 145,395 150,971
</TABLE>

Past performance of any series may not be indicative of results of future
series. Trust performance may be compared to the performance on the same basis
of the DJIA, the S&P 500 Composite Price Stock Index, or performance data from
publications such as Morningstar Publications, Inc. This performance may also be
compared for various periods with an investment in short-term U.S. Treasury
securities; however, the investor should bear in mind that Treasury securities
are fixed income obligations, having the highest credit characteristics, while
equity securities involve greater risk because they have no maturities, and
income thereon is subject to the financial condition of, and declaration by, the
issuers.

TRUST PORTFOLIO

The Trust consists of the following issues of Securities issued by
Minnesota companies and listed on a national securities exchange, the NASDAQ
National Market System or traded in the over-the-counter market. Each of the
companies whose Securities are included in the portfolio were selected based
upon those factors referred to under "Objectives and Securities Selection"
above. The following is a general description of each of the companies included
in the Trust.

Investors should note that the above criteria were applied to the Equity
Securities selected for inclusion in the Trust portfolio as of the date
indicated above. Since the Sponsor may deposit additional Securities which were
originally selected through this process, the Sponsor may continue to sell Units
of the Trust even though yields on these Securities may have changed subsequent
to the Initial Date of Deposit, and therefore the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made again
at a later time.

[STOCK DESCRIPTIONS HERE TO COME]

GENERAL. The Trust consists of such of the Securities listed under
"Schedule of Investments" as may continue to be held from time to time in the
Trust and any additional Securities acquired and held by the Trust pursuant to
the provisions of the Trust Agreement 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 the 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 Unitholders on the next distribution date.

Because certain of the Securities from time to time may be sold under
certain circumstances described herein, and because the proceeds from such
events will be distributed to Unitholders and will not be reinvested, no
assurance can be given that the Trust will retain for any length of time its
present size and composition. Although the portfolio is not managed, the Sponsor
may instruct the Trustee to sell Securities under certain limited circumstances.
Pursuant to the Trust Agreement and with limited exceptions, the Trustee may
sell any securities or other property acquired in exchange for 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 the 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 Supervisor). See "Trust
Administration--Portfolio Administration."

Unitholders will be unable to dispose of any of the Securities as such and
will not be able to vote the Securities. As the holder of the Securities, the
Trustee will have the right to vote all of the voting stocks in the Trust and
will vote such stocks in accordance with the instructions of the Sponsor.

RISK FACTORS

GENERAL. An investment in Units of the Trust 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 Securities
or the general condition of the common stock market may worsen and the value of
the Securities and therefore 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 the Trusts have a right to receive dividends only when and if, and in
the amounts, declared by each issuer's board of directors and have a right to
participate in amounts available for distribution by such issuer only after all
other claims on such 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 Securities in a portfolio may be
expected to fluctuate over the life of the 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 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 Trust may be restricted under
the Investment Company Act of 1940 from selling Securities to the Sponsor. The
price at which the Securities may be sold to meet redemption, and the value of
the Trust, will be adversely affected if trading markets for the Securities are
limited or absent.

TAXATION

GENERAL. 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"). Unitholders 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 Trust.

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

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

2. A Unitholder will be considered to have received all of the dividends
paid on his pro rata portion of each Security when such dividends are received
by the Trust regardless of whether such dividends are used to pay a portion of
the deferred sales charge. Unitholders will be taxed in this manner regardless
of whether distributions from the Trust are actually received by the Unitholder
or are automatically reinvested (see "Rights of Unitholders--Reinvestment
Option").

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

4. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be
considered a capital gain except in the case of a dealer or a financial
institution and, will be long-term if the Unitholder 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 Unitholder's portion of loss, if any, upon the sale or
redemption of Units or the disposition of Securities held by the Trust will
generally be considered a capital loss except in the case of a dealer or a
financial institution and, in general, will be long-term if the Unitholder has
held his Units for more than one year. However, a Rollover Unitholder's loss, if
any, incurred in connection with the exchange of Units for units in the next new
series of the Trust (the "1996 Fund") will generally be disallowed with respect
to the disposition of any Securities pursuant to such exchange to the extent
that such Unitholder is considered the owner of substantially identical
securities under the wash sale provisions of the Code taking into account such
Unitholder's deemed ownership of the securities underlying the Units in the 1996
Fund in the manner described above, if such substantially identical securities
were acquired within a period beginning 30 days before and ending 30 days after
such disposition. However, any gains incurred in connection with such an
exchange by a Rollover Unitholder would be recognized. Unitholders should
consult their tax advisers regarding the recognition of gains and losses for
federal income tax purposes.

5. 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 Unitholder's pro rata share of expenses
paid by the Trust, including fees of the Trustee and the Sponsor.

6. The Unitholder's basis in his Units will be equal to the cost of his
Units, including the total sales charge. A portion of the sales charge is
deferred as set forth in "Public Offering -- General." The proceeds received by
a Unitholder upon the sale or redemption of a Unit will reflect deduction of the
deferred amount (the "Deferred Sales Charge Amount"). The annual statement and
the relevant tax reporting forms received by Unitholders will reflect the actual
amounts paid to them, net of the Deferred Sales Charge Amount. Accordingly,
Unitholders should not increase their basis in their Units by the Deferred Sales
Charge Amount.

DIVIDENDS RECEIVED DEDUCTION. A corporation that owns Units will generally
be entitled to a 70% dividends received deduction with respect to such
Unitholder's pro rata portion of dividends received by the Trust (to the extent
such dividends are taxable as ordinary income, as discussed above, and are
attributable to domestic corporations) in the same manner as if such corporation
directly owned the 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). Proposed changed final
regulations have been recently issued which address special rules that must be
considered in determining whether the 46 day holding period requirement is met.
Moreover, the allowable percentage of the deduction will be reduced from 70% if
a corporate Unitholder 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. Unitholders should consult with their
tax advisers with respect to the limitations on and possible modifications to
the dividends received deduction.

To the extent dividends received by the Trust are attributable to foreign
corporations, a corporation that owns Units will not be entitled to the
dividends received deduction with respect to its pro rata portion of such
dividends, since the dividends received deduction is generally available only
with respect to dividends paid by domestic corporations.

RECOGNITION OF TAXABLE GAIN OR LOSS UPON DISPOSITION OF SECURITIES BY THE
TRUST OR DISPOSITION OF UNITS. As discussed above, a Unitholder may recognize
taxable gain (or loss) when a Security is disposed of by the Trust or if the
Unitholder disposes of a Unit (although losses incurred by Rollover Unitholders
may be subject to disallowance, as discussed above). For taxpayers other than
corporations, net capital gains are subject to a maximum marginal stated 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 remained subject to a 28% maximum stated
rate. 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. Unitholders and prospective investors should consult with their tax
advisers regarding the potential effect of this provision on their investment in
Units.

As discussed in "Rights of Unitholders--Special Redemption and Rollover in
New Fund," a Unitholder may elect to become a Rollover Unitholder. To the extent
a Rollover Unitholder exchanges his Units for Units of the 1996 Fund in a
taxable transaction, such Unitholder will recognize gains, if any, but generally
will not be entitled to a deduction for any losses recognized upon the
disposition of any Securities pursuant to such exchange to the extent that such
Unitholder is considered the owner of substantially identical securities under
the wash sale provisions of the Code taking into account such Unitholder's
deemed ownership of the securities underlying the Units in the 1996 Fund in the
manner described above, if such substantially identical securities were acquired
within a period beginning 30 days before and ending 30 days after such
disposition under the wash sale provisions contained in Section 1091 of the
Code. In the event a loss is disallowed under the wash sale provisions, special
rules contained in Section 1091 (d) of the Code apply to determine the
Unitholder's tax basis in the securities acquired. Rollover Unitholders are
advised to consult their tax advisers.

OTHER MATTERS. Each Unitholder will be requested to provide the
Unitholder's taxpayer identification number to the Trustee and to certify that
the Unitholder has not been notified that payments to the Unitholder are subject
to back-up withholding. If the proper taxpayer identification number and
appropriate certification are not provided when requested, distributions by the
Trust to such Unitholder (including amounts received upon the redemption of
Units) will be subject to back-up withholding. Distributions by the Trust (other
than those that are not treated as United States source income, if any) 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.

At the termination of the Trust, the Trustee will furnish to each
Unitholder of such Trust a statement containing information relating to the
dividends received by such Trust on the Securities, the gross proceeds received
by the Trust from the disposition of any Security (resulting from redemption or
the sale of any Security), and the fees and expenses paid by the Trust. The
Trustee will also furnish annual information returns to Unitholders and to the
Internal Revenue Service.

Dividend income and long-term capital gains 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.

Unitholders desiring to purchase Units for tax-deferred plans and IRAs
should consult their broker-dealers for details on establishing such accounts.
Units may also be purchased by persons who already have self-directed plans
established.

TRUST OPERATING EXPENSES

COMPENSATION OF SPONSOR AND EVALUATOR. The Sponsor will not receive any
fees in connection with its activities relating to the Trust. However, the
Sponsor will receive an annual supervisory fee, payable in monthly installments,
which is not to exceed the amount set forth under "Summary of Essential
Financial Information," for providing portfolio supervisory services for the
Fund. Such fee (which is based on the number of Units of the Trust outstanding
at the end of the month of such calculation until ____________, 1996, at which
time such calculation is based on the number of Units of the Trust outstanding
on such date) may exceed the actual costs of providing such supervisory services
for the Trust, but at no time will the total amount received for portfolio
supervisory services rendered to Series 1 and subsequent series of Voyageur
Equity Trust and to any other unit investment trusts sponsored by the Sponsor
for which the Supervisor provides portfolio supervisory services in any calendar
year exceed the aggregate cost to the Supervisor of supplying such services in
such year. In addition, the Sponsor shall receive for regularly providing
evaluation services to the Fund the annual per Unit evaluation fee, payable in
monthly installments, set forth under "Summary of Essential Financial
Information" (which is based on the number of Units outstanding on ___________ 1
of each year for which such compensation relates except during the initial
offering period in which event the calculation is based on the number of Units
outstanding at the end of the month of such calculation) for regularly
evaluating the Fund portfolio. Both of the foregoing fees may be increased
without approval of the Unitholders 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 or, if such
category is no longer published, in a comparable category. The Sponsor will
receive sales commissions and may realize other profits (or losses) in
connection with the sale of Units and the deposit of the Securities as described
under "Public Offering--Sponsor and Other Compensation".

TRUSTEE'S FEE. For its services the Trustee will receive the annual per
Unit fee set forth under "Summary of Essential Financial Information" (which is
based on the number of Units outstanding at the end of the month of such
calculation until __________, 1996 at which time such calculation is based on
the number of Units outstanding on such date). The Trustee's fees are payable in
monthly installments on or before the fifteenth day of each month from the
Income Account to the extent funds are available and then from the Capital
Account. The Trustee benefits to the extent there are funds for future
distributions, payment of expenses and redemptions in the Capital and Income
Accounts since these Accounts are non-interest bearing and the amounts earned by
the Trustee are retained by the Trustee. Part of the Trustee's compensation for
its services to the Trust is expected to result from the use of these funds.
Such fees may be increased without approval of the Unitholders 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 or, if such category is no longer published, in a comparable category.
For a discussion of the services rendered by the Trustee pursuant to its
obligations under the Trust Agreement, see "Rights of Unitholders--Reports
Provided" and "Trust Administration."

MISCELLANEOUS EXPENSES. Expenses incurred in establishing the Trust,
including the cost of the initial preparation of documents relating to the Trust
(including the Prospectus, Trust Agreement and certificates), federal and state
registration fees, the initial fees and expenses of the Trustee, legal and
accounting expenses, payment of closing fees and any other out-of-pocket
expenses, will be paid by the Trust and amortized over the life of the Trust.
The following additional charges are or may be incurred by the Trust: (a) normal
expenses (including the cost of mailing reports to Unitholders) incurred in
connection with the operation of such Trust, (b) fees of the Trustee for
extraordinary services, (c) expenses of the Trustee (including legal and
auditing expenses) and of counsel designated by the Sponsor, (d) various
governmental charges, (e) expenses and costs of any action taken by the Trustee
to protect the Trust and the rights and interests of Unitholders, (f)
indemnification of the Trustee for any loss, liability or expenses incurred in
the administration of the Trust without negligence, bad faith or wilful
misconduct on its part and (g) expenditures incurred in contacting Unitholders
upon termination of the Trust. The fees and expenses set forth herein are
payable out of the Trust. When such fees and expenses are paid by or owing to
the Trustee, they are secured by a lien on the Trust's portfolio. Since the
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 the Trust. If the
balances in the Income and Capital Accounts are insufficient to provide for
amounts payable by the Trust, the Trustee has the power to sell Securities to
pay such amounts. These sales may result in capital gains or losses to
Unitholders. See "Taxation."

PUBLIC OFFERING

GENERAL. Units are offered at the Public Offering Price (which is based on
the aggregate underlying value of the Securities and includes an initial sales
charge equal to the difference between the maximum total sales charge for the
Trust of 2.9% of the Public Offering Price and the maximum deferred sales charge
for the Trust ($0.19 per Unit). Commencing on _______, 1995, and on the 1st day
of each month thereafter, through _______, 1996, a deferred sales charge of
$0.019 will be assessed per Unit per month. The monthly amount of the deferred
sales charge will accrue on a daily basis from the 1st day of the month
preceding a deferred sales charge payment date. Unitholders will be assessed
that portion of the deferred sales charge accrued from the time they became
Unitholders of record. Units purchased subsequent to the initial deferred sales
charge payment will be subject to only the initial sales charge and that portion
of the deferred sales charge payments not yet collected. This deferred sales
charge will be paid from funds in the Capital Account, if sufficient, or from
the periodic sale of Securities. The total maximum sales charge assessed to
Unitholders on a per Unit basis will be 2.9% of the Public Offering Price
(2.929% of the aggregate value of the Securities). Such underlying value shall
include the proportionate share of any undistributed cash held in the Capital
and Income Accounts of the Trust. The initial sales charge applicable to
quantity purchases is reduced on a graduated basis to any person acquiring
50,000 Units as follows:
<TABLE>
<CAPTION>

Dollar Amount
Aggregate Dollar Value of Sales Charge
of Units Purchased Reduction Per Dollar Invested
- --------------------- -----------------------------
<S> <C>
$50,000 - $99,999 ............................................................ $.0015
$100,000 - $249,999 .......................................................... $.0065
$250,000 or More.............................................................. $.0090
</TABLE>

The sales charge reduction will primarily be the responsibility of the
selling Underwriter, broker, dealer or agent. Registered representatives of the
Underwriters may purchase Units of the Trust at the current Public Offering
Price less the underwriting commission during the initial offering period, and
less the dealer's concession for secondary market transactions. See "Sponsor and
Underwriter Compensation." Registered representatives of selling brokers,
dealers, or agents may purchase Units of the Trust at the current Public
Offering Price less the dealer's concession during the initial offering period
and for secondary market transactions.

OFFERING PRICE. The Public Offering Price of the Units will vary from the
amounts stated under "Summary of Essential Financial Information" in accordance
with fluctuations in the prices of the underlying Securities in the Trust.

As indicated above, the price of the Units was established by adding to the
determination of the aggregate underlying value of the Securities an amount
equal to the difference between the maximum total sales charge for the Trust of
2.9% of the Public Offering Price and the maximum deferred sales charge for the
Trust ($0.19 per Unit) and dividing the sum so obtained by the number of Units
outstanding. Such underlying value shall include the proportionate share of any
cash held in the Income and Capital Accounts. Such price determination as of the
close of business on the day before the Initial Date of Deposit was made on the
basis of an evaluation of the Securities prepared by Securities Pricing Service,
a division of George K. Baum & Company, a firm regularly engaged in the business
of evaluating, quoting or appraising comparable securities. Thereafter, the
Evaluator on each business day will appraise or cause to be appraised the value
of the underlying Securities as of the Evaluation Time on days the New York
Stock Exchange is open and will adjust the Public Offering Price of the Units
commensurate with such valuation. Such Public Offering Price will be effective
for all orders received prior to the Evaluation Time on each such day. Orders
received by the Trustee, Sponsor or Underwriters for purchases, sales or
redemptions after that time, or on a day which is not a business day for the
Trust, will be held until the next determination of price. Unitholders who
purchase Units subsequent to the Initial Date of Deposit will pay an initial
sales charge equal to the difference between the maximum total sales charge of
2.9% of the Public Offering Price and the maximum deferred sales charge for a
Trust ($0.19 per Unit) and will be assessed a deferred sales charge of $0.019
per Unit on each of the remaining deferred sales charge payment dates as set
forth in "Public Offering-General."

The value of the Securities during the initial offering period is
determined on each business day by the Evaluator in the following manner: if the
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 ask prices. If the Securities are not so
listed or, if so listed and the principal market therefore 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 Securities on the
ask side of the market or (c) by any combination of the above.

In offering the Units to the public, neither the Sponsor, Underwriters nor
any broker-dealers are recommending any of the individual Securities in the
Trust but rather the entire pool of Securities, taken as a whole, which are
represented by the Units.

UNIT DISTRIBUTION. During the initial offering period, Units will be
distributed to the public by the Sponsor, Underwriters, broker-dealers and
others at the Public Offering Price. Upon the completion of the initial offering
period, Units repurchased in the secondary market, if any, may be offered by
this Prospectus at the secondary market Public Offering Price in the manner
described above.

The Sponsor intends to qualify the Units for sale in a number of states.
Certain commercial banks are making Units of the Trust available to their
customers on an agency basis. A portion of the sales charge (equal to the agency
commission referred to above) is retained by or remitted to the banks. Under the
Glass-Steagall Act, banks are prohibited from underwriting Trust Units; however,
the Glass-Steagall Act does permit certain agency transactions and the banking
regulators have not indicated that these particular agency transactions are not
permitted under such Act. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein and banks and
financial institutions may be required to register as dealers pursuant to state
law.

SPONSOR AND UNDERWRITER COMPENSATION. The Sponsor will receive the gross
sales commission equal to 2.9% of the Public Offering Price of the Units, less
any reduced sales charge for quantity purchases as described under "General"
above. Any such quantity discount provided to investors will be borne by the
selling Underwriter, dealer or agent. Underwriters will acquire Units from the
Sponsor based on the amount of Units underwritten. The concessions from the
Public Offering Price will be as set forth in the following table:
<TABLE>
<CAPTION>

Aggregate Dollar Total Underwriter Concession per Unit
of Units Underwritten (as a Percentage of the Public Offering Price
--------------------- ---------------------------------------------
<S> <C>
$100,000 - $249,999 1.95%
$250,000 - $499,999 2.0%
$500,000 - $999,999 2.1%
$1,000,000 or more 2.2%
</TABLE>
In addition, the Sponsor will realize a profit or will sustain a loss, as
the case may be, as a result of the difference between the price paid for the
Securities by the Sponsor and the cost of such Securities to the Trust on the
Initial Date of Deposit as well as on subsequent deposits. See "Schedule of
Investments." The Sponsor has not participated as sole underwriter or as manager
or as a member of the underwriting syndicates or as an agent in a private
placement for any of the Securities in the Trust. The Sponsor may further
realize additional profit or loss during the initial offering period as a result
of the possible fluctuations in the market value of the Securities in the Trust
after a date of deposit, since all proceeds received from purchasers of Units
(excluding dealer concessions and agency commissions allowed, if any) will be
retained by the Sponsor.

A person will become the 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.

As stated under "Public Market" below, the Sponsor currently intends to
maintain a secondary market for Units of the Trust. In so maintaining a market,
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 the applicable sales charge). In
addition, the Sponsor will also realize profits or sustain losses resulting from
a redemption of such repurchased Units at a price above or below the purchase
price for such Units, respectively.

PUBLIC MARKET. Although it is not obligated to do so, the Sponsor currently
intends to maintain a market for the Units offered hereby and offer continuously
to purchase Units at prices, subject to change at any time, based upon the
aggregate underlying value of the Securities in the Trust (computed as indicated
under "Offering Price" above and "Rights of Unitholders--Redemption of Units").
If the supply of Units exceeds demand or if some other business reason warrants
it, the Sponsor may either discontinue all purchases of Units or discontinue
purchases of Units at such prices. In the event that a market is not maintained
for the Units and the Unitholder cannot find another purchaser, a Unitholder
desiring to dispose of his Units will be able to dispose of such Units by
tendering them to the Trustee for redemption at the Redemption Price. See
"Rights of Unitholders--Redemption of Units." A Unitholder who wishes to dispose
of his Units should inquire of his broker as to current market prices in order
to determine whether there is in existence any price in excess of the Redemption
Price and, if so, the amount thereof. Units sold prior to such time as the
entire deferred sales charge on such Units has been collected will be assessed
the amount of the remaining deferred sales charge at the time of sale.

TAX-SHELTERED RETIREMENT PLANS. Units of the Trust are available for
purchase in connection with certain types of tax-sheltered retirement plans,
including Individual Retirement Accounts for the individuals, Simplified
Employee Pension Plans for employees, qualified plans for self-employed
individuals, and qualified corporate pension and profit sharing plans for
employees. The purchase of Units of the Trust may be limited by the plans'
provisions and does not itself establish such plans. The minimum purchase in
connection with a tax-sheltered retirement plan is 250 Units.

RIGHTS OF UNITHOLDERS

CERTIFICATES. 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 of the Trust will be evidenced by certificates unless a
Unitholder or the Unitholder's registered broker-dealer makes a written request
to the Trustee that ownership be in book entry. Units are transferable by making
a written request to the Trustee and, in the case of Units evidenced by a
certificate, by presentation and surrender of such certificate to the Trustee
properly endorsed or accompanied by a written instrument or instruments of
transfer. A Unitholder must sign such written request, and such certificate or
transfer instrument, exactly as his name appears on the records of the Trustee
and on the face of any certificate representing the Units to be transferred with
the signature guaranteed by a participant in the Securities Transfer Agents
Medallion Program ("STAMP") or such other signature guarantee 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. Certificates will be
issued in denominations of one Unit or any whole multiple thereof.

Although no such charge is now made or contemplated, the Trustee may
require a Unitholder to pay a reasonable fee for each certificate reissued or
transferred and to pay any governmental charge that may be imposed in connection
with each such transfer or interchange. Destroyed, stolen, mutilated or lost
certificates will be replaced upon delivery to the Trustee of satisfactory
indemnity, evidence of ownership and payment of expenses incurred. Mutilated
certificates must be surrendered to the Trustee for replacement.

DISTRIBUTIONS OF INCOME AND CAPITAL. Any dividends received by the Trust
with respect to the Securities therein are credited by the Trustee to the Income
Account. Other receipts (e.g., capital gains, proceeds from the sale of
Securities, etc.) are credited to the Capital Account.

The Trustee will distribute any net income received with respect to any of
the Securities in the Trust on or about the Income Distribution Dates to
Unitholders of record on the preceding Income Record Dates. See "Summary of
Essential Financial Information." Proceeds received on the sale of any
Securities in the Trust, to the extent not used to meet redemptions of Units,
pay the deferred sales charge or pay expenses, will be distributed annually on
the Capital Account Distribution Date to Unitholders of record on the preceding
Capital Account Record Date. Proceeds received from the disposition of any of
the Securities after a record date and prior to the following distribution date
will be held in the Capital Account and not distributed until the next
distribution date applicable to the Capital Account. The Trustee is not required
to pay interest on funds held in the Capital or Income Accounts (but may itself
earn interest thereon and therefore benefits from the use of such funds).

The distribution to Unitholders as of each record date will be made on the
following distribution date or shortly thereafter and shall consist of each
Unitholder's pro rata share of the cash in the Income Account after deducting
estimated expenses. Because dividends are not received by the Trust at a
constant rate throughout the year, such distributions to Unitholders are
expected to fluctuate from distribution to distribution. Persons who purchase
Units will commence receiving distributions only after such person becomes a
record owner. 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.

As of the first day of each month, the Trustee will deduct from the Income
Account and, to the extent funds are not sufficient therein, from the Capital
Account amounts necessary to pay the expenses of the Trust (as determined on the
basis set forth under "Trust Operating Expenses"). The Trustee also may withdraw
from said accounts such amounts, if any, as it deems necessary to establish a
reserve for any governmental charges payable out of the Trust. Amounts so
withdrawn shall not be considered a part of the Trust's assets until the time as
the Trustee shall return all or any part of such amounts to the appropriate
accounts. In addition, the Trustee may withdraw from the Income and Capital
Account such amounts as may be necessary to cover redemptions of Units.

It is anticipated that the deferred sales charge will be collected from
the Capital Account and that amounts in the Capital Account will be sufficient
to cover the cost of the deferred sales charge. To the extent that amounts in
the Capital Account are insufficient to satisfy the then current deferred sales
charge obligation, Securities may be sold to meet such shortfall. Distributions
of amounts necessary to pay the deferred portion of the sales charge will be
made to an account maintained by the Trustee for purposes of satisfying
Unitholders' deferred sales charge obligations.

REINVESTMENT OPTION. Unitholders of the Trust will initially have each
distribution of interest income, capital gains and/or principal on their Units
automatically reinvested in additional Units of the Trust (to the extent Units
may be lawfully offered for sale in the state in which the Unitholder resides).
Unitholders receiving Units of the Trust pursuant to participation in the
reinvestment program will be subject to the remaining deferred sales charge
payments due on Units (assuming for these purposes such Units had been
outstanding from the Initial Date of Deposit). Unitholders may also elect to
receive distributions of interest income, capital gains and/or principal on
their Units in cash. To receive cash, a Unitholder may either contact his or her
broker or agent or file with the Trustee a written notice of election at least
ten days prior to the Record Date for which the first distribution is to apply.
A Unitholder's election to receive cash will apply to all Units of the Trust
owned by such Unitholder and such election will remain in effect until changed
by the Unitholder.

Reinvestment plan distributions may be reinvested in Units already held in
inventory by the Sponsor (see "Public Offering--Public Market") or, until such
time as additional Units cease to be issued by the Trust (see "The Trust"),
distributions may be reinvested in such additional Units. If Units are
unavailable in the secondary market, distributions which would otherwise have
been reinvested shall be paid in cash to the Unitholder on the applicable
Distribution Date.

Purchases of additional Units made pursuant to the reinvestment plan will
be made at the net asset value for Units of the Trust as of the Evaluation Time
on the related Income or Capital Distribution Dates. Under the reinvestment
plan, the Trust will pay the Unitholder's distributions to the Trustee which in
turn will purchase for such Unitholder full and fractional Units of the Trust
and will send such Unitholder a statement reflecting the reinvestment.

REPORTS PROVIDED. The Trustee shall furnish Unitholders of the Trust in
connection with each distribution a statement of the amount of income and the
amount of other receipts (received since the preceding distribution), if any,
being distributed, expressed in each case as a dollar amount representing the
pro rata share of each Unit of the Trust outstanding. Within a reasonable period
of time after the end of each calendar year, the Trustee shall furnish to each
person who at any time during the calendar year was a registered Unitholder of
the Trust a statement (i) as to the Income Account: income received, deductions
for applicable taxes and for fees and expenses of the Trust, for redemptions of
Units, if any, and the balance remaining after such distributions and
deductions, expressed in each case both as a total dollar amount and as a dollar
amount representing the pro rata share of each Unit outstanding on the last
business day of such calendar year; (ii) as to the Capital Account: the dates of
disposition of any Securities and the net proceeds received therefrom,
deductions for payment of applicable taxes, fees and expenses of the Trust held
for distribution to Unitholders of record as of a date prior to the
determination and the balance remaining after such distributions and deductions
expressed both as a total dollar amount and as a dollar amount representing the
pro rata share of each Unit outstanding on the last business day of such
calendar year; (iii) a list of the Securities held by the Trust and the number
of Units of the Trust outstanding on the last business day of such calendar
year; (iv) the Redemption Price per Unit of the Trust based upon the last
computation thereof made during such calendar year; and (v) amounts actually
distributed during such calendar year from the Income and Capital Accounts of
the Trust, separately stated, expressed as total dollar amounts.

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

REDEMPTION OF UNITS. A Unitholder may redeem all or a portion of his Units
by tender to the Trustee, Investors Fiduciary Trust Company, P.O. Box 419430,
Kansas City, Missouri 64173-0216 and, in the case of Units evidenced by a
certificate, by tendering such certificate to the Trustee, duly endorsed or
accompanied by proper instruments of transfer with signature guaranteed as
described above (or by providing satisfactory indemnity, as in connection with
lost, stolen or destroyed certificates) and by payment of applicable
governmental charges, if any. No redemption fee will be charged. On the third
business day following such tender the Unitholder 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 as of the
Evaluation Time set forth under "Summary of Essential Financial Information."
The "date of tender" is deemed to be the date on which Units are received by the
Trustee, except that with respect to Units received after the applicable
Evaluation Time the date of tender is the next business day as defined under
"Public Offering--Offering Price" 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.

The Trustee is empowered to sell Securities of the Trust in order to make
funds available for redemption if funds are not otherwise available in the
Capital and Income Accounts to meet redemptions. The Securities to be sold will
be selected by the Trustee from those designated on a current list provided by
the Supervisor for this purpose. Units so redeemed shall be cancelled. Units
tendered for redemption prior to such time as the entire deferred sales charge
on such Units has been collected will be assessed the amount of the remaining
deferred sales charge at the time of redemption.

To the extent that Securities are sold, the size of the Trust will be, and
the diversity of the Trust may be, reduced. Sales may be required at a time when
Securities would not otherwise be sold and may result in lower prices than might
otherwise be realized. The price received upon redemption may be more or less
than the amount paid by the Unitholder depending on the value of the Securities
in the portfolio at the time of redemption.

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 Securities in the Trust, plus or minus cash, if any, in the Income
and Capital Accounts of the Trust. On the Initial Date of Deposit, the Public
Offering Price per Unit (which includes the sales charge) exceeded the value at
which Units could have been redeemed by the amount shown under "Summary of
Essential Financial Information." The Redemption Price per Unit is the pro rata
share of each Unit determined on the basis of (i) the cash on hand in the Trust,
(ii) the value of the Securities in the Trust and (iii) dividends receivable on
the Equity Securities of the Trust trading ex-dividend as of the date of
computation, less (a) amounts representing taxes or other governmental charges
payable out of the Trust and (b) the accrued expenses of the Trust. The
Evaluator may determine the value of the Securities in the Trust in the
following manner: if the 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
Securities of the Trust are not so listed or, if so listed and the principal
market therefore 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 prices for comparable securities, (b) by appraising the value of the
Securities of the Trust 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 any period during which the
Securities and Exchange Commission determines that trading on that Exchange is
restricted or an emergency exists, as a result of which disposal or evaluation
of the Securities in the Trust is not reasonably practicable, or for such other
periods as the Securities and Exchange Commission may by order permit.

SPECIAL REDEMPTION AND ROLLOVER IN NEW FUND. It is expected that a special
redemption will be made of all Units of the Trust held by any Unitholder (a
"ROLLOVER UNITHOLDER") who affirmatively notifies the Trustee in writing that he
desires to roll over his Units by the Rollover Notification Date specified in
the "Summary of Essential Financial Information."

Investors should be aware that the staff of the Division of Investment
Management of the Securities and Exchange Commission is of the view that the
rollover option described in this Prospectus constitutes an "exchange offer" for
the purposes of Section 11(c) of the Investment Company Act of 1940, and would
therefore be prohibited absent an exemptive order. The Sponsor has applied for
an exemptive order under Section 11(c) which would permit it to offer the
rollover option, but no assurance can be given that the SEC will issue such an
order.

All Units of Rollover Unitholders will be redeemed during the Special
Redemption Period and the underlying Securities will be distributed to the
Distribution Agent on behalf of the Rollover Unitholders. During the Special
Redemption Period (as set forth in "Summary of Essential Financial
Information"), the Distribution Agent will be required to sell all of the
underlying Securities on behalf of Rollover Unitholders. The sales proceeds will
be net of brokerage fees, governmental charges or any expenses involved in the
sales.

The Distribution Agent will engage the Sponsor as its agent to sell the
distributed Securities. The Sponsor will attempt to sell the Securities as
quickly as is practicable during the Special Redemption and Liquidation Period.
The Sponsor does not anticipate that the period will be longer than 10 business
days, and it could be as short as one day, given that the Securities are usually
highly liquid. The liquidity of any Security depends on the daily trading volume
of the Security and the amount that the Sponsor has available for sale on any
particular day.

It is expected (but not required) that the Sponsor will generally follow
the following guidelines in selling the Securities: for highly liquid
Securities, the Sponsor will generally sell Securities on the first day of the
Special Redemption and Liquidation Period; for less liquid Securities, on each
of the first two days of the Special Redemption and Liquidation Period, the
Sponsor will generally sell any amount of any underlying Securities at a price
no less than 1/2 of one point under the closing sale price of those Securities
on the preceding day. Thereafter, the Sponsor intends to sell without any price
restrictions at least a portion of the remaining underlying Securities, the
numerator of which is one and the denominator of which is the total number of
days remaining (including that day) in the Special Redemption and Liquidation
Period.

The Rollover Unitholders' proceeds will be invested in the next subsequent
series of the Trust (the "1996 FUND"), if then being offered, the portfolio of
which will be selected prior to the initial date of deposit of the 1996 Fund.
The proceeds of redemption available on each day will be used to buy 1996 Fund
units in the portfolio as the proceeds become available.

The Sponsor intends to create the 1996 Fund as quickly as possible after
the commencement of the Special Redemption Date, dependent upon the availability
and reasonably favorable prices of the Securities included in the 1996 Fund
portfolio, and it is intended that Rollover Unitholders will be given first
priority to purchase the 1996 Fund units. There can be no assurance, however, as
to the exact timing of the creation of the 1996 Fund units or the aggregate
number of 1996 Fund units which the Sponsor will create. The Sponsor may, in its
sole discretion, stop creating new units at any time it chooses, regardless of
whether all proceeds of the Special Redemption have been invested on behalf of
Rollover Unitholders. Cash which has not been invested on behalf of the Rollover
Unitholders in 1996 Fund units will be distributed shortly after of the Special
Redemption Date.

Any Rollover Unitholder may thus be redeemed out of the Fund and become a
holder of an entirely different unit investment trust in the 1996 Fund with a
different portfolio of Securities. The Rollover Unitholders' Units will be
redeemed and the distributed Securities shall be sold during the Special
Redemption Period. In accordance with the Rollover Unitholders' offer to
purchase the 1996 Fund units, the proceeds of the sales (and any other cash
distributed upon redemption) will be invested in the 1996 Fund portfolio at the
public offering price, including the applicable sales charge per Unit (which for
Rollover Unitholders is currently expected to be 1.9% of the Public Offering
Price of the 1996 Fund units).

This process of redemption and rollover into a new trust is intended to
allow for the fact that the portfolio selected by the Sponsor is chosen on the
basis of growth and income potential only for a year, at which point a new
portfolio is chosen. It is contemplated that a similar process of redemption and
rollover in new unit investment trusts will be available for the 1996 Fund and
each subsequent series of the Fund, approximately a year after that Series'
creation.

The Sponsor believes that the gradual redemption and rollover in the Trust
will help mitigate any negative market price consequences stemming from the
trading of large volumes of securities and of the underlying Securities in the
Trust in a short, publicized period of time. The above procedures may, however,
be insufficient or unsuccessful in avoiding such price consequences. In fact,
market price trends may make it advantageous to sell or buy more quickly or more
slowly than permitted by these procedures. Rollover Unitholders could then
receive a less favorable average unit price than if they bought all their units
of the 1996 Fund on any given day of the period.

It should also be noted that Rollover Unitholders may realize taxable
capital gains on the Special Redemption and Rollover but, in certain
circumstances, will not be entitled to a reduction for certain capital losses
and, due to the procedures for investing in the subsequent Trust, no cash would
be distributed at that time to pay any taxes. Included in the cash for the
Special Redemption and Rollover will be any amount of cash attributable to the
last distribution of dividend income; accordingly, Rollover Unitholders also
will not have such cash distributed to pay any taxes. See "Taxation."

In addition, during this period a Unitholder will be at risk to the extent
that the Securities are not sold and will not have the benefit of any stock
appreciation to the extent that moneys have not been invested; for this reason,
the Sponsor will be inclined to sell and purchase the Securities in as short a
period as it can without materially adversely affecting the price of the
Securities.

Unitholders who do not inform the Distribution Agent that they wish to have
their Units so redeemed and liquidated ("Remaining Unitholders") will continue
to hold Units of the Trust as described in this Prospectus until the Trust is
terminated or until the Mandatory Termination Date listed in the "Summary of
Essential Financial Information," whichever occurs first. These Remaining
Unitholders will not realize capital gains or losses due to the Special
Redemption and Rollover and will not be charged any additional sales charge. If
a large percentage of Unitholders become Rollover Unitholders, the aggregate
size of the Trust will be sharply reduced and, as a consequence, expenses might
constitute a higher percentage amount per Unit of the Trust than prior to such
Special Redemption and Rollover. The Trust might also reduce to the Minimum
Termination Value set forth in the "Summary of Essential Financial Information"
because of the lesser number of Units in the Trust, and possibly also due to a
value reduction, however temporary, in Units caused by the Sponsor's sales of
Securities; if so, the Sponsor could then choose to liquidate the Trust without
the consent of the remaining Unitholders. See "Trust Administration--Amendment
or Termination." The Securities remaining in the Trust after the Special
Redemption Period will be sold by the Sponsor as quickly as possible without, in
its judgment, materially adversely affecting the market price of the Securities.

The Sponsor may for any reason, in its sole discretion, decide not to
sponsor the 1996 Fund or any subsequent series of the Fund, without penalty or
incurring liability to any Unitholder. If the Sponsor so decides, the Sponsor
shall notify the Unitholders before the Special Redemption Period would have
commenced. All Unitholders will then be Remaining Unitholders, with rights to
ordinary redemption as before. The Sponsor may modify the terms of the 1996 Fund
or any subsequent series of the Fund. The Sponsor may also modify the terms of
the Special Redemption and Rollover in the 1996 Fund upon notice to the
Unitholders prior to the Rollover Notification Date specified in the related
"Summary of Essential Financial Information."

TRUST ADMINISTRATION

SPONSOR PURCHASES OF UNITS. The Trustee shall notify the Sponsor of any
Units tendered 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 the close of business on the next
succeeding business day and by making payment therefor to the Unitholder 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.

The offering price of any Units acquired by the Sponsor will be in accord
with the Public Offering Price described in the then currently effective
prospectus describing such Units. Any profit resulting from the resale of such
Units will belong to the Sponsor which likewise will bear any loss resulting
from a lower offering or redemption price subsequent to its acquisition of such
Units.

PORTFOLIO ADMINISTRATION. The portfolio of the Trust is not "managed" by
the Sponsor, Supervisor or the Trustee; their activities described herein are
governed solely by the provisions of the Trust Agreement. 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.
While the Trust will not be managed, the Trust Agreement, however, provides that
the Sponsor may (but need not) direct the Trustee to dispose of a Security in
certain events such as the issuer having defaulted on the payment on any of its
outstanding obligations or the price of a 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 Securities would be detrimental to the Trust. Pursuant to
the Trust Agreement and with limited exceptions, the Trustee may sell any
securities or other properties acquired in exchange for 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
the 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 Supervisor). Proceeds from the sale of Securities (or
any securities or other property received by the Fund in exchange for
Securities) are credited to the Capital Account for distribution to Unitholders,
pay an accrued deferred sales charge or to meet redemptions. Except as stated
under "Trust Portfolio" for failed securities and as provided in this paragraph,
the acquisition by the Trust of any securities other than the Securities is
prohibited.

As indicated under "Rights of Unitholders--Redemption of Units" above, the
Trustee may also sell Securities designated by the Supervisor, or if no such
designation has been made, in its own discretion, for the purpose of redeeming
Units of the Trust tendered for redemption and the payment of expenses.

The Supervisor, in designating 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
Securities in the Trust. To the extent this is not practicable, the composition
and diversity of the Securities in such Trust may be altered. In order to obtain
the best price for the Trust, it may be necessary for the Supervisor to specify
minimum amounts (generally 100 shares) in which blocks of Securities are to be
sold.

AMENDMENT OR TERMINATION. The Trust Agreement may be amended by the Trustee
and the Sponsor without the consent of any of the Unitholders (1) to cure any
ambiguity or to correct or supplement any provision thereof which may be
defective or inconsistent, or (2) to make such other provisions as shall not
adversely affect the Unitholders (as determined in good faith by the Sponsor and
the Trustee), provided, however, that the Trust Agreement may not be amended to
increase the number of Units (except as provided in the Trust Agreement). The
Trust Agreement may also be amended in any respect by the Trustee and Sponsor,
or any of the provisions thereof may be waived, with the consent of the holders
representing 51% of the Units of the Trust then outstanding, provided that no
such amendment or waiver will reduce the interest in the Trust of any Unitholder
without the consent of such Unitholder or reduce the percentage of Units
required to consent to any such amendment or waiver without the consent of all
Unitholders. The Trustee shall advise the Unitholders of any amendment promptly
after execution thereof.

The Trust may be liquidated at any time by consent of Unitholders
representing 66-2/3% of the Units of the Trust then outstanding or by the
Trustee when the value of the Securities owned by the Trust, as shown by any
evaluation, is less than that amount set forth under Minimum Termination Value
in the "Summary of Essential Financial Information." The Trust will be
liquidated by the Trustee in the event that a sufficient number of Units of the
Trust not yet sold are tendered for redemption by the Underwriters or the
Sponsor, so that the net worth of the Trust would be reduced to less than 40% of
the value of the Securities at the time they were deposited in the Trust. If the
Trust is liquidated because of the redemption of unsold Units by the
Underwriters, including the Sponsor, the Sponsor will refund to each purchaser
of Units the entire sales charge paid by such purchaser. The Trust Agreement
will terminate upon the sale or other disposition of the last Security held
thereunder, but in no event will it continue beyond the Mandatory Termination
Date stated under "Summary of Essential Financial Information."

Commencing on the Mandatory Termination Date, Securities will begin to be
sold in connection with the termination of the Fund. The Sponsor will determine
the manner, timing and execution of the sales of the Securities. At least 30
days before the Mandatory Termination Date the Trustee will provide written
notice of any termination to all Unitholders. Unitholders who do not elect the
Rollover Option will receive a cash distribution from the sale of the remaining
Securities within a reasonable time following the Mandatory Termination Date.
Regardless of the distribution involved, the Trustee will deduct from the funds
of the Trust any accrued costs, expenses, advances or indemnities provided by
the Trust Agreement, including estimated compensation of the Trustee, 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 the
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 Unitholder his pro rata share of the balance of the Income
and Capital Accounts of the Trust.

The Sponsor currently intends to, but is not obligated to, offer for sale
units of a subsequent series of the Trust pursuant to the Rollover Option (see
"Rights of Unitholders--Special Redemption and Rollover in New Fund"). There is,
however, no assurance that units of any new series of such Fund will be offered
for sale at that time, or if offered, that there will be sufficient units
available for sale to meet the requests of any or all Unitholders. The Sponsor
will attempt to sell any remaining Securities as quickly as possible commencing
on the Mandatory Termination Date without in the judgment of the Sponsor
materially adversely affecting the market price of the Securities. The Sponsor
does not anticipate that the period will be longer than one month, and it could
be as short as one day, depending on the liquidity of the Securities being sold.
The liquidity of any Security depends on the daily trading volume of the
Security and the amount that the Sponsor has available on any particular day.

Within 60 days of the final distribution, Unitholders will be furnished a
final distribution statement of the amount distributable. At such time as the
Trustee in its sole discretion will determine that any amounts held in reserve
are no longer necessary, it will make distribution thereof to Unitholders in the
same manner.

LIMITATIONS ON LIABILITIES. The Sponsor, the Evaluator, the Supervisor and
the Trustee shall be under no liability to Unitholders for taking any action or
for refraining from taking any action in good faith pursuant to the Trust
Agreement, or for errors in judgment, but shall be liable only for their own
willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their obligations and duties
hereunder.

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 Trust Agreement, the Trustee may act thereunder
and shall not be liable for any action taken by it in good faith under the Trust
Agreement. 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 Trust Agreement or upon or in respect of
the Trust which the Trustee may be required to pay under any present or future
law of the United States of America or of any other taxing authority having
jurisdiction. In addition, the Trust Agreement contains other customary
provisions limiting the liability of the Trustee.

The Trustee, Sponsor, Supervisor and Unitholders may rely on any evaluation
furnished by the Evaluator and shall have no responsibility for the accuracy
thereof. Determinations by the Evaluator under the Trust Agreement 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 Unitholders 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.

SPONSOR. Voyageur Fund Managers, Inc. is the Sponsor of the Fund and
Voyageur Fund Distributors, Inc. is the primary distributor of Fund Units.
Voyageur Fund Managers, Inc. and Voyageur Fund Distributors, Inc. are each
indirect wholly-owned subsidiaries of Dougherty Financial Group, Inc. ("DFG"),
which is owned approximately 49% by Michael E. Dougherty, 49% by Pohlad
Companies and less than 1% by certain benefit plans for the employees of DFG and
its subsidiaries.

Mr. Dougherty co-founded the predecessor of DFG in 1977 and has served as
DFG's Chairman of the Board and Chief Executive Officer since inception. Pohlad
Companies is a holding company owned in equal parts by each of James O. Pohlad,
Robert C. Pohlad and William M. Pohlad. As of December 31, 1994, Voyageur Fund
Managers, Inc. served as the manager to six closed-end and ten open-end
investment companies (comprising 24 separate investment portfolios),
administered numerous private accounts and managed approximately $7.4 billion in
assets. The principal business address for both Voyageur Fund Managers, Inc. and
Voyageur Fund Distributors, Inc. is 90 South Seventh Street, Suite 4400,
Minneapolis, Minnesota 55402. As of December 31, 1994, the total stockholders'
equity of Voyageur Fund Mangers, Inc. was $5,675,766 (unaudited). (This
paragraph relates only to the Sponsor and not to the Fund or to any Series
thereof or to any of the Underwriters. 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.)

If the Sponsor shall fail to perform any of its duties under the Trust
Agreement or become incapable of acting or become bankrupt or its affairs are
taken over by public authorities, then the Trustee may (i) 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, (ii)
terminate the Trust Agreement and liquidate the Fund as provided therein or
(iii) continue to act as Trustee without terminating the Trust Agreement.

EVALUATOR. The Sponsor also serves as Evaluator. The Evaluator may resign
or be removed by the Sponsor in which event the Sponsor is to use its best
efforts to appoint a satisfactory successor. Such resignation or removal shall
become effective upon acceptance of appointment by the successor evaluation. 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. Notice of such
resignation or removal and appointment shall be mailed by the Trustee to each
Unitholder. At the present time, pursuant to a contract with the Evaluator,
Securities Pricing Service, a division of George K. Baum & Company, a
non-affiliated firm regularly engaged in the business of evaluating, quoting or
appraising comparable securities, provides, for both the initial offering period
and secondary market transactions, portfolio evaluations of the Securities in
the Fund which are then reviewed by the Evaluator. In the event the Sponsor is
unable to obtain current evaluations from Securities Pricing Service, it may
make its own evaluations or it may utilize the services of any other
non-affiliated evaluator or evaluators it deems appropriate.

TRUSTEE. The Trustee, Investors Fiduciary Trust Company, is a trust company
specializing in investment related services, organized and existing under the
laws of Missouri, having its trust office at 127 West 10th Street, Kansas City,
Missouri 64105. The Trustee is subject to supervision and examination by the
Division of Finance of the State of Missouri and the Federal Deposit Insurance
Corporation.

The duties of the Trustee are primarily ministerial in nature. It did not
participate in the selection of Securities for the Trust portfolio.

In accordance with the Trust Agreement, the Trustee shall keep proper books
of record and account of all transactions at its office for the Trust. Such
records shall include the name and address of, and the number of Units of the
Trust held by, every Unitholder of the Fund. Such books and records shall be
open to inspection by any Unitholder at all reasonable times during the usual
business hours. The Trustee shall make such annual or other reports as may from
time to time be required under any applicable state or federal statute, rule or
regulation (see "Rights of Unitholders--Reports Provided"). The Trustee is
required to keep a certified copy or duplicate original of the Trust Agreement
on file in its office available for inspection at all reasonable times during
the usual business hours by any Unitholder, together with a current list of the
Securities held in the Trust.

Under the Trust Agreement, the Trustee or any successor trustee may resign
and be discharged of its responsibilities created by the Trust Agreement by
executing an instrument in writing and filing the same with the Sponsor. The
Trustee or successor trustee must mail a copy of the notice of resignation to
all Unitholders then of record, not less than 60 days before the date specified
in such notice when such resignation is to take effect. The Sponsor upon
receiving notice of such resignation is obligated to appoint a successor trustee
promptly. If, upon such resignation, no successor trustee has been appointed and
has accepted the appointment within 30 days after notification, the retiring
Trustee may apply to a court of competent jurisdiction for the appointment of a
successor. The Sponsor may remove the Trustee and appoint a successor trustee as
provided in the Trust Agreement at any time with or without cause. Notice of
such removal and appointment shall be mailed to each Unitholder by the Sponsor.
Upon execution of a written acceptance of such appointment by such successor
trustee, all the rights, powers, duties and obligations of the original trustee
shall vest in the 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.

UNDERWRITING

The Underwriters named below have severally purchased Units in the
following respective amounts from the Sponsor.

Minnesota's Big Ten
Equity Trust
Name Address Series (1)
- ---- ------- ---------------------

<S> <C> <C> <C>
Voyageur Fund Distributors, Inc. 90 South Seventh Street
Suite 4400
Minneapolis, MN 55402

TOTAL ____________
</TABLE>

Units may also be sold to broker-dealers and others at prices representing
the per Unit concession or agency commission stated under "Public Offering--Unit
Distribution." However, resales of Units by such broker-dealers and others to
the public will be made at the Public Offering Price described in the
Prospectus. The Sponsor reserves the right to reject, in whole or in part, any
order for the purchase of Units and the right to change the amount of the
concession or agency commission from time to time.

At various times the Sponsor may implement programs under which the sales
forces of Underwriters, brokers, dealers, banks and/or others may be eligible to
win nominal awards for certain sales efforts, or under which the Sponsor will
re-allow to any such Underwriters, brokers, dealers, banks and/or others that
sponsor sales contests or recognition programs conforming to criteria
established by the Sponsor, or participate 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 Underwriters,
brokers, dealers, banks or others for certain services or activities which are
primarily intended to result in sales of Units of the Trusts. Such payments are
made by the Sponsor out of its own assets, and not out of the assets of the
Trust. These programs will not change the price Unitholders pay for their Units
or the amount that the Trust will receive from the Units sold.

OTHER MATTERS

LEGAL OPINIONS. The legality of the Units offered hereby has been passed
upon by Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603, as
counsel for the Sponsor.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. The statement of net assets and
the related schedule of investments as of the opening of business on the Initial
Date of Deposit included in this Prospectus have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent auditors,
appearing elsewhere herein and the authority of said firm as experts in
accounting and auditing.

INDEPENDENT AUDITOR'S REPORT

TO THE SPONSOR, TRUSTEE AND THE UNITHOLDERS OF VOYAGEUR EQUITY TRUST,
SERIES 1 (MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 1):

We have audited the accompanying statement of net assets, including the
schedule of investments, of Voyageur Equity Trust, Series 1 (Minnesota's Big Ten
Equity Trust, Series 1) as of ________, 1995. The statement of net assets is the
responsibility of the Sponsor. Our responsibility is to express an opinion on
such 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 statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of an irrevocable letter of credit deposited to purchase securities
by correspondence with the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Sponsor, as
well as evaluating the overall financial statement presentation. We believe 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 Voyageur Equity Trust,
Series 1 (Minnesota's Big Ten Equity Trust, Series 1) as of ________, 1995, in
conformity with generally accepted accounting principles.

Minneapolis, Minnesota
_________________, 1995

KPMG PEAT MARWICK LLP

VOYAGEUR EQUITY TRUST, SERIES 1
STATEMENT OF NET ASSETS
AS OF ___________, 1995

INVESTMENT IN SECURITIES Trust
<S> <C>
Contracts to purchase securities (1)......................................................... $-----
Organizational Costs (2).....................................................................
Total............................................................................... $=====

Interest of Unitholders

Liability--..................................................................................
Accrued Organizational Costs (2).............................................................
Interest of Unitholders--....................................................................
Units of fractional undivided interest outstanding:.................................
Cost to investors (3)............................................................... $-----
Less: Gross underwriting commission (3)..................................................... $-----
Net interest to Unitholders (3)..................................................... $=====
- -----------
</TABLE>

(1) The aggregate value of the Securities listed under "Portfolio" herein and
their cost to the Trust are the same. The value of the Securities is
determined by Voyageur Fund Managers as set forth under "Public
Offering--Offering Price." The contracts to purchase Securities are
collateralized by an irrevocable letter of credit of $_________ which has
been deposited with the Trustee.
(2) The Trust will bear all or a portion of its organizational costs, which
will be deferred and amortized over the life of the Trust. Organizational
costs have been estimated based on a projected Trust size of $_________. To
the extent the Trust is larger or smaller, the estimate will vary.
(3) The aggregate public offering price and the aggregate initial sales charge
are computed on the bases set forth under "Public Offering--Offering Price"
and "Public Offering--Sponsor and Underwriter Compensation" and assume all
single transactions involve less than _________ Units. For single
transactions in excess of this amount, the sales charge is reduced (see
"Public Offering--General") resulting in an equal reduction in both the
Cost to investors and the Gross underwriting commission while the Net
interest to Unitholders remains unchanged.

<TABLE>
<CAPTION>
MINNESOTA'S BIG TEN EQUITY TRUST, SERIES 1
SCHEDULE OF INVESTMENTS (VOYAGEUR EQUITY TRUST, SERIES 1)
AS OF THE INITIAL DATE OF DEPOSIT: _____________, 1995

Estimated
Annual Cost of
Number Market Value Dividends Securities to
of Shares Name of Issuer (1) per Share (2) per Share(2) Trust (2)
- --------- ------------------ ------------- ------------- ---------
<S> <C> <C> <C> <C>
$ $ $

----------
$
==========
</TABLE>
Notes to Portfolio

(1) All of the Securities are represented by "regular way" contracts for the
performance of which an irrevocable letter of credit has been deposited
with the Trustee. At the Initial Date of Deposit, the Sponsor has assigned
to the Trustee all of its right, title and interest in and to such
Securities. Contracts to acquire Securities were entered into on
____________, 1995 and are expected to settle on __________, 1995 (see "The
Trust").

(2) The market value of each of the Securities is based on the aggregate
underlying value of the Securities acquired (generally determined by the
closing sale prices of the listed Securities and the ask prices of
over-the-counter traded Securities on the business day prior to the Initial
Date of Deposit). Estimated annual dividends are based on the most recently
paid dividends. Other information regarding the Securities in the Trust, as
of the Initial Date of Deposit, is as follows:

Profit (Loss) Aggregate Estimated
Trust Cost to Sponsor to Sponsor Annual Dividends
<S> <C> <C> <C>
$ $ $

</TABLE>

No person is authorized to give any information or to make any representations
not contained in this Prospectus; and any information or representation not
contained herein must not be relied upon as having been authorized by the Fund,
the Sponsor or the Underwriters. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, securities in any state to any
person to whom it is not lawful to make such offer in such state.

TABLE OF CONTENTS
TITLE PAGE

Summary of Essential Financial
Information......................................5
The Trust.........................................8
Objectives and Securities Selection...............10
Trust Portfolio...................................13
Risk Factors......................................14
Taxation..........................................15
Trust Operating Expenses..........................19
Public Offering...................................20
Rights of Unitholders.............................24
Trust Administration..............................31
Underwriting......................................36
Other Matters.....................................37
Independent Auditor's Report......................38
Statements of Net Assets..........................39
Portfolio.........................................40
Notes to Portfolio................................40

- ------------
This Prospectus contains information concerning the Fund and the Sponsor, but
does not contain all of 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.

PRELIMINARY PROSPECTUS
DATED NOVEMBER 3, 1995
SUBJECT TO COMPLETION

PROSPECTUS
___________, 1995

VOYAGEUR EQUITY TRUST,
SERIES 1

MINNESOTA'S BIG TEN EQUITY TRUST,
SERIES 1

VOYAGEUR FUND MANAGERS, INC.
90 SOUTH SEVENTH STREET,
SUITE 4400
MINNEAPOLIS, MINNESOTA 55402

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:
The facing sheet
The Cross-Reference Sheet
The Prospectus
The signatures
The consents of independent public accountants, rating services and
legal counsel

The following exhibits:

1.1 Copy of Trust Agreement (to be supplied by amendment).

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

3.2 Opinion and consent of counsel as to Federal income tax status of
securities begin registered 9to be supplied by amendment).

4.1 Consent of George K. Baum & Company (to be supplied by amendment).

4.2 Consent of KPMG Peat Marwick LLP (to be supplied by amendment).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Voyageur Equity Trust, Series 1, has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minneapolis and State of Minnesota on the 3rd
day of November, 1995.

VOYAGEUR EQUITY TRUST, SERIES 1
(Registrant)

By: Voyageur Fund Managers, Inc.
(Depositor)

By: /s/Thomas J. Abood
-------------------------------
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below on by the following
person in the capacity indicated and on November 3, 1995.

SIGNATURE TITLE

JOHN G. TAFT
- ------------------------
John G. Taft Chief Executive Officer and Director

Kenneth R. Larsen
- ------------------------
Kenneth R. Larsen Chief Financial Officer and Director

Andrew J. McCullagh, Jr.
- ------------------------
Andrew J. McCullagh, Jr. Director

JANE M. WYATT
- ------------------------
Jane M. Wyatt Director

FRANK C. TONNEMAKER
- ------------------------
Frank C. Tonnemaker Director

Dale L. Kurtz
- ------------------------
Dale L. Kurtz Director

James C. King
- ------------------------
James C. King Director

/s/Thomas J. Abood
-----------------------------
Thomas J. Abood

Thomas J. Abood signs this document pursuant to a Power of Attorney filed
with the Securities and Exchange Commission in connection with Amendment No. 1
to Form S-6 of Voyageur Tax-Exempt Trust, Series 1 (file No. 33-84086) and the
same incorporated herein by this reference.