SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact Name of Trust: THE FIRST TRUST GNMA
REINVESTMENT INCOME TRUST
"GRIT" SERIES 98
B. Name of Depositor: FIRST TRUST PORTFOLIOS L.P.
C. Complete Address of Depositor's 1001 Warrenville Road
Principal Executive Offices: Lisle, Illinois 60532
D. Name and Complete Address of
Agents for Service: FIRST TRUST PORTFOLIOS L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532
CHAPMAN & CUTLER LLP
Attention: Eric F. Fess
111 West Monroe Street
Chicago, Illinois 60603
E. Title of Securities
Being Registered: An indefinite number of
Units pursuant to Rule
24f-2 promulgated under
the Investment Company Act
of 1940, as amended.
F. Approximate Date of Proposed
Sale to the Public: ____ Check if it is
proposed that this filing
will become effective on
_____ at ____ p.m.
pursuant to Rule 487.
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Preliminary Prospectus Dated April 26, 2005
The First Trust GNMA Reinvestment Income Trust "GRIT",
Series 98
10,000 Units (A Unit Investment Trust)
The attached final Prospectus for a prior Series of
the Fund is hereby used as a preliminary Prospectus for the
above stated Series. The narrative information and
structure of the attached final Prospectus will be
substantially the same as that of the final Prospectus for
this Series. Information with respect to pricing, the
number of Units, dates and summary information regarding
the characteristics of securities to be deposited in this
Series is not now available and will be different since
each Series has a unique Portfolio. Accordingly the
information contained herein with regard to the previous
Series should be considered as being included for
informational purposes only. Ratings of the securities in
this Series are expected to be comparable to those of the
securities deposited in the previous Series.
A registration statement relating to the units of this
Series will be filed with the Securities and Exchange
Commission but has not yet become effective. Information
contained herein is subject to completion or amendment.
Such Units may not be sold nor may an offer to buy be
accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor
shall there be any sale of the Units in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of
any such state. (Incorporated herein by reference is the
final prospectus for The First Trust GNMA Reinvestment
Income Trust "GRIT", Series 97 (Registration No. 333-
121667) as filed on January 20, 2005, which shall be used
as preliminary prospectus for the current series of the
Fund.)
MEMORANDUM
RE: THE FIRST TRUST GNMA REINVESTMENT INCOME TRUST "GRIT",
SERIES 98
The only difference of consequence (except as described
below) between The First Trust GNMA Reinvestment Income Trust,
Series 97, which is the current fund, and The First Trust GNMA
Reinvestment Income Trust "GRIT", Series 98, the filing of which
this memorandum accompanies, is the change in the series number.
The list of securities comprising the Fund, the evaluation,
record and distribution dates and other changes pertaining
specifically to the new series, such as size and number of Units
in the Trust and the statement of condition of the new Trust,
will be filed by amendment.
1940 ACT
FORMS N-8A AND N-8B-2
These forms were not filed, as the Form N-8A and Form N-8B-2
filed in respect of The First Trust GNMA Fund, Series 1 (File No.
811-3969) related also to the subsequent series of the Trust.
1933 ACT
PROSPECTUS
The only significant changes in the Prospectus from the
Series 97 prospectus relate to the series number and size and the
date and various items of information which will be derived from
and apply specifically to the securities deposited in the Trust.
CONTENTS OF REGISTRATION STATEMENT
Item A. Bonding Arrangements of Depositor:
First Trust Portfolios, L.P. is covered by a Brokers'
Fidelity Bond, in the total amount of $2,000,000, the
insurer being National Union Fire Insurance Company of
Pittsburgh.
Item B. This Registration Statement on Form S-6 comprises the
following papers and documents:
The facing sheet
The Prospectus
The signatures
Exhibits
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant, The First Trust GNMA Reinvestment Income Trust
"GRIT", Series 98, has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lisle and State of Illinois on
April 26, 2005.
THE FIRST TRUST GNMA REINVESTMENT
INCOME TRUST "GRIT", SERIES 98
(Registrant)
By: FIRST TRUST PORTFOLIOS, L.P.
(Depositor)
By: Jason T. Henry
Senior Vice President
S-2
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following person in the capacity and on the date
indicated:
NAME TITLE* DATE
Judith M. Van Kampen Director )
of The Charger )
Corporation, the )April 26, 2005
General Partner of )
First Trust )
Portfolios, L.P. )
Karla M. Van Kampen-Pierre Director )
of The Charger )
Corporation, the )Jason T. Henry
General Partner of )Attorney-in-Fact**
First Trust )
Portfolios, L.P. )
David G. Wisen Director )
of The Charger )
Corporation, the )
General Partner of )
First Trust )
Portfolios, L.P. )
* The title of the person named herein represents his
or her capacity in and relationship to First Trust
Portfolios, L.P., Depositor.
** An executed copy of the related power of attorney
was filed with the Securities and Exchange Commission in
connection with the Amendment No. 1 to Form S-6 of FT 597
(File No. 333-76518) and the same is hereby incorporated
herein by this reference.
S-3
CONSENTS OF COUNSEL
The consents of counsel to the use of their names in the
Prospectus included in this Registration Statement will be
contained in their respective opinions to be filed as Exhibits
3.1 and 3.3 of the Registration Statement.
CONSENT OF SECURITIES EVALUATION SERVICE, INC.
The consent of Securities Evaluation Service, Inc. to the
use of its name in the Prospectus included in this Registration
Statement will be filed as Exhibit 4.1 to the Registration
Statement.
CONSENT OF STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW-
HILL, INC.
The consent of Standard & Poor's Ratings Group, A Division
of McGraw-Hill, Inc. to the use of its name in the Prospectus
included in this Registration Statement will be filed as Exhibit
4.2 to the Registration Statement.
CONSENT OF DELOITTE & TOUCHE LLP
The consent of Deloitte & Touche LLP to the use of its name
and to the reference to such firm in the Prospectus included in
this Registration Statement will be filed by Amendment.
S-4
EXHIBIT INDEX
1.1 Form of Standard Terms and Conditions of Trust for The
First Trust GNMA, Series 62 and subsequent Series
effective December 19, 1991 among First Trust Portfolios,
L.P., as Depositor, The Bank of New York as Trustee,
Securities Evaluation Service, Inc., as Evaluator, and
First Trust Advisors L.P. as Portfolio Supervisor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-44532] filed on behalf of The First Trust
GNMA, Series 62).
1.1.1*Form of Trust Agreement for Reinvestment Income Trust
"GRIT", Series 98 among First Trust Portfolios, L.P., as
Depositor, The Bank of New York, as Trustee, Securities
Evaluation Service, Inc., as Evaluator, and First Trust
Advisors L.P., as Portfolio Supervisor.
1.2 Copy of Certificate of Limited Partnership of First Trust
Portfolios, L.P. (incorporated by reference to Amendment
No. 1 to Form S-6 [File No. 33-42683] filed on behalf of
The First Trust Special Situations Trust, Series 18).
1.3 Copy of Amended and Restated Limited Partnership Agreement
of First Trust Portfolios, L.P. (incorporated by
reference to Amendment No. 1 to Form S-6 [File No. 33-
42683] filed on behalf of The First Trust Special
Situations Trust, Series 18).
1.4 Copy of Articles of Incorporation of The Charger
Corporation, the general partner of First Trust
Portfolios, L.P., Depositor (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust, Series
18).
1.5 Copy of By-Laws of The Charger Corporation, the general
partner of First Trust Portfolios, L.P., Depositor
(incorporated by reference to Amendment No. 1 to Form S-6
[File No. 33-42683] filed on behalf of The First Trust
Special Situations Trust, Series 18).
1.6 Underwriter Agreement (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-43289] filed on
behalf of The First Trust Combined Series 145).
2.1 Copy of Certificate of Ownership (included in Exhibit 1.1
filed herewith on page 2 and incorporated herein by reference).
S-5
2.2 Copy of Code of Ethics (incorporated by reference to
Amendment No. 1 to form S-6 [File No. 333-31176] filed on
behalf of FT 415).
3.1* Opinion of counsel as to legality of securities being
registered.
3.3* Opinion of counsel as to New York income tax status of
securities being registered.
4.1* Consent of Securities Evaluation Service, Inc.
6.1 List of Directors and Officers of Depositor and other
related information (incorporated by reference to
Amendment No. 1 to Form S-6 [File No. 33-42683] filed on
behalf of The First Trust Special Situations Trust, Series
18).
7.1 Power of Attorney executed by the Directors listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
333-76518] filed on behalf of FT 597).
________________________
* To be filed by amendment.
S-6