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: FT 328

B. Name of Depositor: NIKE SECURITIES 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: NIKE SECURITIES L.P.
Attention: James A. Bowen
Suite 300
1001 Warrenville Road
Lisle, Illinois 60532

CHAPMAN & CUTLER
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.

FT 328

Cross-Reference Sheet

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

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

I. ORGANIZATION AND GENERAL INFORMATION

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

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

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

4. Name and address of Underwriting
principal underwriters

5. State of organization The FT Series
of trust

6. Execution and termination The FT Series; Other
of trust agreement Information

7. Changes of name *

8. Fiscal Year *

9. Litigation *

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

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

(b) Cumulative or distributive
securities The FT Series

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

(e) Periodic payment plan
certificates *

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

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

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

(i) Other provisions The FT Series

11. Types of securities comprising The FT Series

12. Certain information
regarding periodic payment
plan certificates *

13. (a) Load, fees, expenses, etc. Summary of Essential
Information; Public
Offering; The FT Series

(b) Certain information
regarding periodic payment
plan certificates *

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

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

(f) Certain profits receivable The FT Series
by depositor, principal
underwriters, trustee or
affiliated persons

(g) Ratio of annual charges to
income *

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

15. Receipt and handling of
payments from purchasers *

16. Acquisition and disposition
of underlying securities The FT Series; Rights of
Unit Holders

17. Withdrawal or redemption The FT Series; Public
Offering; Rights of Unit
Holders

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

(b) Reinvestment of
distributions Rights of Unit Holders

(d) Schedule of distributions *

19. Records, accounts and
reports Rights of Unit Holders

20. Certain miscellaneous
provisions of trust
agreement

(a) Amendment Other Information

(b) Termination Other Information

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

21. Loans to security holders *

22. Limitations on liability The FT Series;
Information as to
Sponsor, Trustee and
Evaluator

23. Bonding arrangements Contents of Registration
Statement

24. Other material provisions
of trust agreement *

III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR

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

26. Fees received by depositor *

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

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

29. Voting securities of *
depositor

30. Persons controlling *
depositor

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

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

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

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

IV. DISTRIBUTION AND REDEMPTION

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

36. Suspension of sales of
trust's securities *

37. Revocation of authority
to distribute *

38. (a) Method of distribution Public Offering

(b) Underwriting agreements Public Offering;
Underwriting

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

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

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

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

(b) Branch offices of
principal underwriters *

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

43. Certain brokerage
commissions received
by principal underwriters *

44. (a) Method of valuation Summary of Essential
Information; The FT
Series; Public Offering

(b) Schedule as to offering
price *

45. Suspension of redemption
rights *

46. (a) Redemption Valuation Rights of Unit Holders

(b) Schedule as to redemption
price *

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

V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN

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

49. Fees and expenses of trustee The FT Series

50. Trustee's lien The FT Series

VI. INFORMATION CONCERNING THE INSURANCE OF HOLDERS OR
SECURITIES

51. Insurance of holders of *
trust's securities

VII. POLICY OF REGISTRANT

52. (a) Provisions of trust The FT Series; Rights
agreement with respect of Unit Holders
to selection or elimination
of underlying securities

(b) Transactions involving
elimination of underlying
securities *

(d) Fundamental policy not
otherwise covered *

53. Tax status of Trust The FT Series

VIII. FINANCIAL AND STATISTICAL INFORMATION

54. Trust's securities during
last ten years *

55. Certain information regarding
periodic payment plan
certificates

56. Certain information regarding
periodic payment plan
certificates

57. Certain information regarding *
periodic payment plan
certificates

58. Certain information regarding
periodic payment plan
certificates

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

__________________________
* Inapplicable, answer negative or not required.

SUBEJCT TO COMPLETION, DATED FEBRUARY 17, 1999

Utilities Income Portfolio Series

FT 328

FT 328 consists of a unit investment trust known as Utilities Income
Portfolio Series (the "Trust"). The Trust consists of a diversified
portfolio of common stocks (the "Securities") issued by utility
companies. The Trust seeks to provide monthly income and the potential
for capital appreciation.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

First Trust (registered trademark)

1-800-621-1675

The date of this Prospectus is ____________, 1999

Page 1

Table of Contents

Page Number

Summary of Essential Information 3
Fee Table 4
Report of Independent Auditors 5
Statement of Net Assets 6
Schedule of Investments 7
The FT Series 8
Portfolio 9
Risk Factors 10
Portfolio Securities Descriptions 10
Public Offering 11
Distribution of Units 13
The Sponsor's Profits 14
The Secondary Market 14
How We Purchase Units 15
Expenses and Charges 15
Tax Status 16
Retirement Plans 17
Rights of Unit Holders 17
Income and Capital Distributions 18
Redeeming Your Units 19
Removing Securities from the Trust 21
Amending or Terminating the Indenture 22
Information on the Sponsor, Trustee and Evaluator 23
Other Information 24

Page 2

Summary of Essential Information

At the Opening of Business on the Initial Date of Deposit
of the Securities-____________, 1999

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Evaluator: First Trust Advisors L.P.

General Information
Initial Number of Units (1)
Fractional Undivided Interest in the Trust per Unit (1) 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (2) $
Maximum Sales Charge of % of the Public Offering Price
per Unit (__% of the net amount invested, exclusive of
the deferred sales charge) (3) $
Less Deferred Sales Charge per Unit $( )
Public Offering Price per Unit (4) $
Sponsor's Initial Repurchase Price per Unit (5) $
Redemption Price per Unit (based on aggregate underlying
value of Securities less the deferred sales charge) (5) $
Estimated Net Annual Distributions per Unit (6) $
Cash CUSIP Number
Security Code

First Settlement Date ____________, 1999
Mandatory Termination Date
Discretionary Liquidation Amount The Trust may be terminated if the value of the Securities is less than the
lower of $2,000,000 or 20% of the total value of Securities deposited in
the Trust during the initial offering period.
Income Distribution Record Date ____________, 1999.
Income Distribution Date (7) ____________, 1999.

______________

<FN>
(1) As of the close of business on the Initial Date of Deposit, we may
adjust the number of Units of the Trust so that the Public Offering
Price per Unit will equal approximately $10.00. If we make such an
adjustment, the fractional undivided interest per Unit will vary from
the amount indicated above.

(2) Each Security, if listed on a securities exchange, is valued at its
last closing sale price. If a Security is not listed, or if no closing
sale price exists, it is valued at its closing ask price. Evaluations
for purposes of determining the purchase, sale or redemption price of
Units are made as of the close of trading on the New York Stock Exchange
(generally 4:00 p.m. Eastern time) on each day on which it is open (the
"Evaluation Time").

(3) The maximum sales charge consists of an initial sales charge and a
deferred sales charge. See "Fee Table" and "Public Offering" for
additional information regarding these charges.

(4) The Public Offering Price shown above reflects the value of the
Securities on the business day prior to the Initial Date of Deposit. No
investor will purchase Units at this price. Additional Units may be
created during the day of the Initial Date of Deposit which, along with
the Units described above, will be valued as of the Evaluation Time on
the Initial Date of Deposit and sold to investors at the Public Offering
Price per Unit based on this valuation. On the Initial Date of Deposit
the Public Offering Price per Unit will not include any accumulated
dividends on the Securities. After the Initial Date of Deposit, the
Public Offering Price per Unit will include a pro rata share of any
accumulated dividends on the Securities.

(5) Until the earlier of six months after the Initial Date of Deposit or
the end of the initial offering period the Sponsor's Initial Repurchase
Price per Unit and the Redemption Price per Unit will include the
estimated organizational and offering costs per Unit set forth under
"Fee Table." After such date, the Sponsor's Repurchase Price and
Redemption Price per Unit will not include such estimated organizational
and offering costs. See "Redeeming Your Units."

(6) The actual net annual distributions you receive will vary from that
set forth above with changes in the Trust's fees and expenses, in
dividends received and with the sale of Securities. See "Fee Table" and
"Expenses and Charges."

(7) Distributions from the Capital Account will be made monthly on the
last day of the month to Unit holders of record on the fifteenth day of
such month if the amount available for distribution equals at least
$1.00 per 100 Units. Notwithstanding, distributions of funds in the
Capital Account, if any, will be made in December of each year.
</FN>

Page 3

Fee Table

This Fee Table describes the fees and expenses that you may pay if you
buy and hold Units of the Trust. See "Public Offering" and "Expenses and
Charges." Although the Trust has a term of approximately five years and
is a unit investment trust rather than a mutual fund, this information
shows you a comparison of fees.

Amount
per Unit
________

Unit Holder Transaction Expenses
(as a percentage of public offering price)

Initial sales charge imposed on purchase %(a) $
Deferred sales charge %(b)
________ ________
Maximum sales charge % $
======== ========

Maximum sales charge imposed on Reinvested Dividends %(d) $
======== ========

Organizational and Offering Costs
(as a percentage of public offering price)
Estimated Organizational and Offering Costs %(d) $
======== ========

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)

Portfolio supervision, bookkeeping, administrative and evaluation fees % $
Trustee's fee and other operating expenses %
________ ________
Total % $
======== ========

This example is intended to help you compare the cost of investing in
the Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in the Trust for the periods
shown and sell all your Units at the end of those periods. The example
also assumes a 5% return on your investment each year and that the
Trust's operating expenses stay the same. Although your actual costs may
vary, based on these assumptions your costs would be:

1 Year 3 Years 5 Years
__________ ___________ ___________

You will pay the following expenses if you do not sell your Units at the
end of each period:

1 Year 3 Years 5 Years
_________ ___________ ___________

The example does not reflect sales charges on reinvested dividends and
other distributions. If these sales charges were included, your costs
would be higher.

________________

<FN>
(a) The amount of the initial sales charge will vary depending on the
purchase price of your Units. The amount of the initial sales charge is
actually the difference between the maximum sales charge (___% of the
Public Offering Price) and the maximum remaining deferred sales charge
(initially $___ per Unit). When the Public Offering Price exceeds $10.00
per Unit, the initial sales charge will exceed 1.00% of the Public
Offering Price per Unit.

(b) The deferred sales charge is a fixed dollar amount equal to $___ per
Unit which will be deducted in ________ monthly installments of $___ per
Unit beginning ______, 1999 and on the 20th day of each month thereafter
(or the preceding business day if the 20th day is not a business day)
through _______, 1999. If you buy Units at a price of less than $10.00
per Unit, the dollar amount of the deferred sales charge will not change
but the deferred sales charge on a percentage basis will be more than
___% of the Public Offering Price. If you purchase Units after the first
deferred sales charge payment has been deducted, your purchase price
will include both the initial sales charge and any remaining deferred
sales charge payments.

(c) Reinvested Dividends will be subject only to the deferred sales
charge remaining at the time of reinvestment. See "Income and Capital
Distributions."

(d) You will bear all or a portion of the costs incurred in organizing
the Trust. These estimated organizational and offering costs are
included in the price you pay for your Units and will be deducted from
the assets of the Trust at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period.
</FN>

Page 4

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 328

We have audited the accompanying statement of net assets, including the
schedule of investments, of FT 328, comprised of Utilities Income
Portfolio Series, as of the opening of business on ____________, 1999.
This statement of net assets is the responsibility of the Trust's
Sponsor. Our responsibility is to express an opinion on this statement
of net assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statement of net assets is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the statement
of net assets. Our procedures included confirmation of the letter of
credit held by the Trustee and deposited in the Trust on ____________,
1999. An audit also includes assessing the accounting principles used
and significant estimates made by the Sponsor, as well as evaluating the
overall presentation of the statement of net assets. We believe that our
audit of the statement of net assets provides a reasonable basis for our
opinion.

In our opinion, the statement of net assets referred to above presents
fairly, in all material respects, the financial position of FT 328,
comprised of the Utilities Income Portfolio Series, at the opening of
business on ____________, 1999 in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
____________, 1999

Page 5

Statement of Net Assets

Utilities Income Portfolio Series
FT 328

At the Opening of Business on the
Initial Date of Deposit-____________, 1999

NET ASSETS
Investment in Securities represented by purchase contracts (1) (2) $
Less accrued organizational and offering costs (3)
Less liability for deferred sales charge (4) ( )
________
Net assets $
========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (5) $
Less maximum sales charge (5) ( )
Less estimated organizational and offering costs (3)
________
Net assets $
========

<FN>
NOTES TO STATEMENT OF NET ASSETS

(1) Aggregate cost of the Securities listed under "Schedule of
Investments" is based on their aggregate underlying value.

(2) An irrevocable letter of credit totaling $__________ issued by The
Chase Manhattan Bank, has been deposited with the Trustee as collateral,
covering the monies necessary for the purchase of the Securities
according to their purchase contracts.

(3) A portion of the Public Offering Price consists of Securities in an
amount sufficient to pay for all or a portion of the costs incurred in
establishing the Trust. These costs have been estimated at $ per Unit,
based upon our estimate of the number of Units to be created. A
distribution will be made at the earlier of six months after the Initial
Date of Deposit or the end of the initial offering period to an account
maintained by the Trustee from which your organizational and offering
cost obligation to us will be paid. If the actual number of Units issued
is larger or smaller than our estimate, the actual distribution per Unit
at the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period may differ from the estimated costs
set forth above.

(4) Represents the amount of mandatory deferred sales charge
distributions from the Trust ($___ per Unit), payable to us in ______
equal monthly installments beginning on ____________, 1999 and on the
twentieth day of each month thereafter (or if such date is not a
business day, on the preceding business day) through ____________, 1999.
If you redeem Units before ____________, 1999 you will have to pay the
remaining amount of the deferred sales charge applicable to such Units
when you redeem them.

(5) The aggregate cost to investors in the Trust includes a maximum
sales charge (comprised of an initial sales charge and a deferred sales
charge) computed at the rate of % of the Public Offering Price per
Unit (equivalent to __% of the net amount invested, exclusive of the
deferred sales charge), assuming no reduction of sales charge as set
forth under "Public Offering."
</FN>

Page 6

Schedule of Investments

Utilities Income Portfolio Series
FT 328

At the Opening of Business on the Initial Date of Deposit-____________,
1999

Approximate
Percentage Market
of Aggregate Value Cost of
Number Ticker Symbol and Offering per Securities
of Shares Name of Issuer of Securities (1) Price (3) Share to Trust (2)
_________ ________________________________ ____________ ______ _____________

BGE Baltimore Gas and Electric Company 4% $ $
BKH Black Hills Corporation 4%
CPL Carolina Power & Light Company 4%
CIN Cinergy Corp. 4%
ED Consolidated Edison, Inc. 4%
DPL DPL Inc. 4%
DQE DQE, Inc. 4%
D Dominion Resources, Inc. 4%
DUK Duke Energy Corporation 4%
GPU GPU, Inc. 4%
HE Hawaiian Electric Industries, Inc. 4%
LGE LG&E Energy Corp. 4%
MCN MCN Energy Group Inc. 4%
NI NIPSCO Industries, Inc. 4%
NCE New Century Energies, Inc. 4%
NJR New Jersey Resources Corporation 4%
OKE ONEOK, Inc. 4%
PNY Piedmont Natural Gas Company, Inc. 4%
PEG Public Service Enterprise Group Incorporated 4%
SCG SCANA Corporation 4%
SO The Southern Company 4%
TE TECO Energy, Inc. 4%
UIL The United Illuminating Company 4%
UCU UtiliCorp United Inc. 4%
WGL Washington Gas Light Company 4%
______ _________
Total Investments 100% $
====== =========

__________

<FN>
(1) All Securities are represented by regular way contracts to purchase
such Securities for the performance of which an irrevocable letter of
credit has been deposited with the Trustee. The contracts to purchase
Securities were entered into by the Sponsor on ____________, 1999.

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

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

Page 7

The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of an investment company which we have named the FT
Series. We designate each of these investment company series, the FT
Series, with a different series number.

You may get more specific details on some of the information in this
Prospectus in an "Information Supplement" by calling the Trustee at 1-
800-682-7520.

What We Call the Trust.

This FT Series consists of a unit investment trust known as Utilities
Income Portfolio Series.

Mandatory Termination Date.

The Trust will terminate on the Mandatory Termination Date,
approximately five years from the date of this Prospectus. This date is
shown in "Summary of Essential Information." The Trust was created under
the laws of the State of New York by a Trust Agreement (the "Indenture")
dated the Initial Date of Deposit. This agreement, entered into between
Nike Securities L.P., as Sponsor, The Chase Manhattan Bank as Trustee
and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator,
governs the operation of the Trust.

How We Created the Trust.

On the Initial Date of Deposit, we deposited contracts to buy common
stocks ("Securities") (fully backed by an irrevocable letter of credit
of a financial institution) with the Trustee. In return for depositing
the Securities, the Trustee delivered documents to us representing our
ownership of the Trust, in the form of units ("the Units").

With the deposit of the contracts to buy Securities on the Initial Date
of Deposit we established a percentage relationship between the
Securities in the Trust's portfolio, as stated under "Schedule of
Investments." After the Initial Date of Deposit, we may deposit
additional Securities in the Trust, or cash (including a letter of
credit) with instructions to buy more Securities, in order to create new
Units for sale. If we create additional Units we will attempt, to the
extent practicable, to maintain the original percentage relationship
established among the Securities on the Initial Date of Deposit, and not
the actual percentage relationship existing on the day we are creating
Units, since the two may differ. This difference may be due to the sale,
redemption or liquidation of any of the Securities.

Since the prices of the underlying Securities will fluctuate daily, the
ratio of Securities in the Trust, on a market value basis, will also
change daily. The portion of Securities represented by each Unit will
not change as a result of the deposit of additional Securities or cash
in the Trust. If we deposit cash, you and new investors may experience a
dilution of your investment. This is because prices of Securities will
fluctuate between the time of the cash deposit and the purchase of the
Securities, and because the Trust will pay brokerage fees to buy
Securities. To reduce this dilution, the Trust will try to buy the
Securities as close to the evaluation time and as close to the
evaluation price as possible.

An affiliate of the Trustee may receive these brokerage fees or the
Trustee may, from time to time, retain and pay us (or an affiliate) to
act as agent for the Trust to buy Securities. If we or an affiliate of
ours act as agent to the Trust, we will be subject to the restrictions
under the Investment Company Act of 1940, as amended.

We cannot guarantee that the Trust will keep its present size and
composition for any length of time. Securities may periodically be sold
under certain circumstances, and the proceeds from these sales will be
used to meet Trust obligations or distributed to Unit holders, but will
not be reinvested. The Trust will not, however, sell Securities to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if the Securities no longer meet the
criteria by which they were selected. You will not be able to dispose of
any of the Securities in the Trust or vote the Securities. As the holder
of the Securities, the Trustee will vote all of the Securities and will
do so based on our instructions.

Neither we nor the Trustee will be liable for a failure in any of the
Securities. However, if a contract for the purchase of any of the
Securities initially deposited in the Trust fails, unless we can
purchase substitute Securities ("Replacement Securities") we will refund
to you that portion of the purchase price and sales charge resulting
from the failed contract on the next Income Distribution Date. Any
Replacement Security the Trust acquires will be identical to those from

Page 8

the failed contract. The Trustee must purchase the Replacement
Securities within 20 days after it receives notice of a failed contract,
and the purchase price may not be more than the amount of funds reserved
for the purchase of the failed contract.

Portfolio

Objectives

The Trust's objective is to provide investors with monthly income and
the potential for capital appreciation through an investment in a
diversified portfolio of common stocks of electric and natural gas
companies. The Trust has an expected life of approximately five years. A
diversified portfolio helps to offset the risks normally associated with
such an investment, although it does not eliminate them entirely.

The utility industry has long been regarded as a sector that provides
investors with a high degree of stability while generating an above-
average level of current income relative to other equities. The
Utilities Income Portfolio Series will diversify its assets between
electric and natural gas companies.

The following factors support our positive outlook for utility companies:

The U.S. economy is healthy and is currently enjoying a sustained period
of low inflation and stable interest rates. This is traditionally a good
environment for utility stocks.

Utility stocks have been somewhat neglected by investors in recent
years. Multinational and blue-chip companies, especially those involved
in technology, have dominated the news and the equities markets, helping
make utility valuations relatively attractive compared to the broader
market.

Deregulation, though not yet fully realized, will likely result in
easier entry to these markets, mergers and acquisitions, and greater
efficiency. The push for greater economies of scale should contribute to
higher profit margins.

Of course, as with any similar investments, there can be no guarantee
that the objective of the Trust will be achieved. See "Risk Factors" for
a discussion of the risks of investing in the Trust.

Risk Factors

Price Volatility. The Trust invests in common stocks of electric and
natural gas utility companies. The value of the Trust's Units will
fluctuate with changes in the value of these common stocks. Common stock
prices fluctuate for several reasons including changes in investors
perceptions of the financial condition of an issuer or the general
condition of the relevant stock market, or when political or economic
events affecting the issuers occur.

Because the Trust is not managed, the Trustee will not sell stocks in
response to or in anticipation of market fluctuations, as is common in
managed investments. As with any investment, we cannot guarantee that
the performance of the Trust will be positive over any period of time or
that you won't lose money. Units of the Trust are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Dividends. There is no guarantee that the issuers of the Securities will
declare dividends in the future or that if declared they will either
remain at current levels or increase over time.

Utility Industry. The Trust is concentrated in common stock of utility
companies. Companies involved in the utilities industry are exposed to
the following risks. Utilities are regulated monopolies engaged in the
business of supplying light, water, power, heat, transportation or means
of communication. General problems of such issuers would include the
difficulty in financing large construction programs, the limitations on
operations and increased costs and delays attributable to environmental
considerations, and the capital market's ability to absorb utility debt.
In addition, taxes, government regulation, international politics, price
and supply fluctuations, and energy conservation may cause difficulties
for utilities. All of such issuers have been experiencing certain of
these problems in varying degrees.

In addition, Federal, state and municipal governmental authorities may
review existing, and impose additional, regulations governing the
licensing, construction and operation of nuclear power plants.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have

Page 9

a negative impact on certain companies represented in the Trust. In
addition, litigation regarding any of the issuers of the Securities or
their respective industries may negatively impact the share prices of
these Securities. We cannot predict what impact any pending or proposed
legislation or pending or threatened litigation will have on the share
prices of the Securities.

Year 2000 Problem. Many computer systems were not designed to properly
process information and data involving dates of January 1, 2000 and
thereafter. This is commonly known as the "Year 2000 Problem." We do
not expect that any of the computer system changes necessary to prepare
for January 1, 2000 will cause any major operational difficulties for
the Trust. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities.

Portfolio Securities Descriptions

Baltimore Gas and Electric Company

Black Hills Corporation

Carolina Power & Light Company

Cinergy Corp.

Consolidated Edison, Inc.

DPL Inc.

DQE, Inc.

Dominion Resources, Inc.

Duke Energy Corporation

GPU, Inc.

Hawaiian Electric Industries, Inc.

LG&E Energy Corp.

MCN Energy Group Inc.

NIPSCO Industries, Inc.

New Century Energies, Inc.

New Jersey Resources Corporation

ONEOK, Inc.

Piedmont Natural Gas Company, Inc.

Public Service Enterprise Group Incorporated

SCANA Corporation

The Southern Company

TECO Energy, Inc.

The United Illuminating Company

UtiliCorp United Inc.

Washington Gas Light Company

We have obtained the foregoing descriptions from sources we deem
reliable. We have not independently verified the provided information
either in terms of accuracy or completeness.

Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price. The Public Offering
Price per Unit is comprised of the following:

- - the aggregate underlying value of the Securities;

- - the amount of any cash in the Income and Capital Accounts;

dividends receivable on Securities; and

- - the total sales charge (which combines an initial up-front sales
charge and a deferred sales charge).

The price you pay for your Units will differ from the amount stated
under "Summary of Essential Information" due to various factors,
including fluctuations in the prices of the Securities and changes in
the value of the Income and/or Capital Accounts.

A portion of the Public Offering Price per Unit on Units purchased prior
to the earlier of six months after the Initial Date of Deposit or the
end of the initial offering period consists of Securities in an amount
sufficient to pay for all or a portion of the costs incurred in
establishing the Trust (including costs of preparing the registration
statement, the 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). The organizational and offering costs will be
deducted from the assets of the Trust as of the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period.

Although you are not required to pay for your Units until three business
days following the order for purchase (the "date of settlement"), you
may pay before then. You will become the owner of Units on the date of
settlement if payment has been received. If you pay for your Units
before the date of settlement, we may use your payment during this time
and it may be considered a benefit to us, subject to the limitations of

Page 10

the Securities Exchange Act of 1934.

Minimum Purchase.

The minimum amount you can purchase of the Trust is $1,000 worth of
Units ($500 if you are purchasing Units for your Individual Retirement
Account or any other qualified retirement plan).

Sales Charges.

The sales charge you will pay has both an initial and a deferred
component. The initial sales charge, which you will pay at the time of
purchase, is initially equal to approximately 1% of the Public Offering
Price of a Unit. This initial sales charge is actually equal to the
difference between the maximum sales charge of % and the maximum
remaining deferred sales charge (initially $___ per Unit). The initial
sales charge will vary from 1% with changes in the aggregate underlying
value of the Securities, changes in the Income and Capital Accounts and
as deferred sales charge payments are made. In addition, ______ monthly
deferred sales charge payments of $ per Unit will be deducted from
the Trust's assets on approximately the twentieth day of each month from
____________, 1999 through ____________, 1999. The maximum sales charge
assessed during the initial offering period will be % of the Public
Offering Price per Unit (equivalent to __% of the net amount invested,
exclusive of the deferred sales charge).

After the initial offering period, if you purchase Units after the last
deferred sales charge payment has been assessed, your sales charge will
consist of a one-time initial sales charge of % of the Public
Offering Price (equivalent to __% of the net amount invested), which
will be reduced by 1/2 of 1% on each subsequent ____________, commencing
____________, 1999, to a minimum sales charge of ___%.

Discounts for Certain Persons.

If you invest at least $50,000 (except if you are purchasing for a "wrap
fee account" as described below), the maximum sales charge is reduced,
as follows:

Your maximum
If you invest sales charge
(in thousands):* will be:
________________ ____________
$ 50 but less than $100 %
$100 but less than $250 %
$250 but less than $500 %
$500 or more %

* The breakpoint sales charges are also applied on a Unit basis
utilizing a breakpoint equivalent in the above table of $10 per Unit and
will be applied on whichever basis is more favorable to the investor.
The breakpoints will be adjusted to take into consideration purchase
orders stated in dollars which cannot be completely fulfilled due to the
requirement that only whole Units be issued.

The reduced sales charge for quantity purchases will apply only to
purchases made by the same person on any one day from the any one
dealer. You may combine same day purchases of Trust Units and units of
other equity unit trusts in the initial offering period for which we
acted as Principal Underwriter and have the same sales load and maturity
structure to meet the above volume purchase levels. We will consider
Units you purchase in the name of your spouse or your child under 21
years of age to be purchases by you for determining the reduced sales
charge. The reduced sales charges will also apply to a trustee or other
fiduciary purchasing Units for a single trust estate or single fiduciary
account. You must inform your dealer of any combined purchases before
the sale in order to be eligible for the reduced sales charge. Any
reduced sales is the responsibility of the broker/dealer or other
selling agent making the sale.

If you own units of any other unit investment trusts sponsored by us you
may use your redemption or termination proceeds from these trusts to
purchase Units of the Trust subject only to any remaining deferred sales
charge to be collected on Units of the Trust. Please note that you will
be charged the amount of any remaining deferred sales charge on units
you redeem when you redeem them.

The following persons may purchase Units at the Public Offering Price
less the applicable dealer concession:

- - Employees, officers and directors of the Sponsor, our related
companies, dealers and their affiliates, and vendors providing services
to us.

- - Immediate family members of the above (spouses, children,
grandchildren, parents, grandparents, siblings, mothers-in-law, fathers-

Page 11

in-law, sons-in-law and daughters-in-law, and trustees, custodians or
fiduciaries for the benefit of such persons).

If you purchase Units through registered broker/dealers who charge
periodic fees for financial planning, investment advisory or asset
management services or provide these services as part of an investment
account where a comprehensive "wrap fee" charge is imposed, you may
purchase Units in the primary or secondary market at the Public Offering
Price, less the concession we would typically allow such broker/dealer.
See "Distribution of Units-Dealer Concessions."

Every investor will be charged the deferred sales charge per Unit
regardless of any discounts. However, if you are eligible to receive a
discount such that the maximum sales charge you must pay is less than
the applicable maximum deferred sales charge, you will be credited the
difference between your maximum sales charge and the maximum deferred
sales charge at the time you buy your Units.

The Value of the Securities.

The aggregate underlying value of the Securities in the Trust will be
determined as follows: if the Securities are listed on a securities
exchange or The Nasdaq Stock Market, their value is generally based on
the closing sale prices on that exchange or system (unless it is
determined that these prices are not appropriate as a basis for
valuation). However, if there is no closing sale price on that exchange
or system, they are valued based on the closing ask prices. If the
Securities are not so listed, or, if so listed and the principal market
for them is other than on that exchange or system, the evaluation will
generally be based on the current ask prices on the over-the-counter
market (unless it is determined that these prices are not appropriate 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.

The Evaluator on each business day will appraise the value of the
Securities in the Trust as of the Evaluation Time and will adjust the
Public Offering Price of the Units according to this valuation. This
Public Offering Price will be effective for all orders received before
the Evaluation Time on each such day. If we or the Trustee receive
orders for purchases, sales or redemptions after that time, or on a day
which is not a business day, they will be held until the next
determination of price. The term "business day" as used in this
Prospectus will exclude Saturdays, Sundays and the following holidays as
observed by the NYSE, Inc.: New Year's Day, Martin Luther King, Jr.'s
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas Day.

After the initial offering period is over, the secondary market Public
Offering Price will be determined based on 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 plus the applicable sales
charge. We calculate the aggregate underlying value of the Securities
during the secondary market the same way as described above for sales
made during the initial offering period, except that bid prices are used
instead of ask prices when necessary.

Distribution of Units

During the initial offering period, Units will be sold at the current
Public Offering Price. When the initial offering period ends, Units we
have reacquired may be offered by this prospectus at the secondary
market Public Offering Price (see "The Secondary Market").

Dealer Concessions.

We intend to qualify Units of the Trust for sale in a number of states.
Dealers and other selling agents can purchase Units at prices which
represent a concession or agency commission of ___% of the Public
Offering Price per Unit (or 65% of the maximum sales charge after
_________, 1999). However, dealers and other selling agents will receive
a concession on the sale of Units subject only to any remaining deferred
sales charge equal to $.22 per Unit on Units sold subject to the maximum
deferred sales charge or 63% of the then current maximum remaining
deferred sales charge on Units sold subject to less than the maximum
remaining deferred sales charge. Dealers and selling agents will receive
an additional volume concession or agency commission of 0.30% of the

Page 12

Public Offering Price if they purchase at least $100,000 worth of Units
on the Initial Date of Deposit or $250,000 on any day thereafter or if
they were eligible to receive a similar concession in connection with
sales of similarly structured trusts sponsored by us which are currently
in the initial offering period.

Dealers and other selling agents who sell Units of the Trust during the
initial offering period in the dollar amounts shown below will be
entitled to the following additional sales concessions as a percentage
of the Public Offering Price:

Total Sales
per Trust Additional
(in millions): Concession:
____________________ ___________
$ 1 but less than $2 0.10%
$ 2 but less than $3 0.15%
$ 3 but less than $10 0.20%
$10 or more 0.30%

We reserve the right to change the amount of concessions or agency
commissions from time to time. Certain commercial banks may be making
Units of the Trust available to their customers on an agency basis. A
portion of the sales charge paid by these customers is kept by or given
to the banks in the amounts shown above. Under the Glass-Steagall Act,
banks are prohibited from underwriting Trust Units. However, the Glass-
Steagall Act does allow certain agency transactions. In Texas and in
certain other states, any banks making Units available must be
registered as broker/dealers under state law.

Award Programs.

From time to time we may sponsor programs which provide awards to a
dealer's registered representatives who have sold a minimum number of
Units during a specified time period. We may also pay fees to qualifying
dealers for services or activities which are meant to result in sales of
Units of the Trust. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to criteria we
establish or participate in sales programs we sponsor, amounts equal to
no more than the total applicable sales charges on the unit sales
generated by such person during such programs. We make these payments
out of our own assets, and not out of the Trust's assets. These programs
will not change the price you pay for your Units or the amount that the
Trust will receive from the Units sold.

Investment Comparisons.

From time to time we may compare the then current estimated returns of
the Trust (which may show performance net of the expenses and charges
the Trust would have incurred) and returns over specified periods of
other similar trusts we sponsor in our advertising and sales materials,
with (1) returns on other taxable investments such as the common stocks
comprising various market indexes, corporate or U.S. Government bonds,
bank CDs and money market accounts or funds, (2) performance data from
Morningstar Publications, Inc. or (3) information from publications such
as Money, the New York Times, U.S. News and World Report, Business Week,
Forbes or Fortune. The investment characteristics of the Trust, which
are described more fully elsewhere in this prospectus, differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of the Trust's future relative
performance.

The Sponsor's Profits

We will receive a gross sales commission equal to the maximum sales
charge per Unit less any reduced sales charge as stated in "Public
Offering." Also, any difference between our cost to purchase the
Securities and the price we sell them to the Trust is considered a
profit or loss. (See Note 2 of "Schedule of Investments.") During the
initial offering period, dealers and others may also realize profits or
sustain losses as a result of fluctuations after the Date of Deposit in
the Public Offering Price they receive when they sell the Units.

In maintaining a market for the Units, any difference between the price
at which Units are purchased and the price at which they are sold (which
includes a maximum sales charge for the Trust) or redeemed will be a
profit or loss to us. The secondary market Public Offering Price of
Units may be more or less than the cost of those Units to us.

The Secondary Market

Although we are not obligated to, we intend to maintain a market for the
Units after the initial offering period and continuously offer to
purchase Units at prices based on the Redemption Price per Unit.

Page 13

We will pay all expenses to maintain a secondary market, except the
Evaluator fees and Trustee costs to transfer and record the ownership of
Units. We may discontinue purchases of Units at any time. IF YOU WISH TO
DISPOSE OF YOUR UNITS, YOU SHOULD ASK US FOR THE CURRENT MARKET PRICES
BEFORE MAKING A TENDER FOR REDEMPTION TO THE TRUSTEE. If you sell Units
or tender them for redemption before you have paid the total deferred
sales charge on your Units, you will have to pay the remainder of the
deferred sales charge at that time.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid at that time is equal to or greater than the Redemption Price per
Unit, we may purchase the Units. You will receive the proceeds from the
sale of Units we purchase no later than if they were redeemed by the
Trustee. We may tender Units we hold to the Trustee for redemption as
any other Units. If we elect not to purchase Units, the Trustee may sell
tendered Units in the over-the-counter market, if any. However, the
amount you will receive is the same as you would have received on
redemption of the Units.

The Public Offering Price of any Units we acquire will be consistent
with the Public Offering Price described in the then effective
prospectus. Any profit or loss from the resale or redemption of such
Units will belong to us.

Expenses and Charges

The estimated annual expenses of the Trust are listed under "Fee Table."
If actual expenses exceed the estimate, the Trust will bear the excess.
The Trustee will pay expenses of the Trust from the Income Account of
the Trust if funds are available, and then from the Capital Account. The
Income and Capital Accounts are noninterest-bearing to Unit holders, so
the Trustee benefits from the use of these funds.

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trust, and will receive brokerage fees
when the Trust uses us (or an affiliate of ours) as agent in buying or
selling Securities. First Trust Advisors L.P., an affiliate of ours,
acts as both Portfolio Supervisor and Evaluator to the Trust and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trust. In providing portfolio
supervisory services, the Portfolio Supervisor may purchase research
services from a number of sources, which may include underwriters or
dealers of the Trust.

The fees payable to the Portfolio Supervisor, Evaluator and Trustee are
based on the largest aggregate number of Units of the Trust outstanding
at any time during the calendar year, except during the initial offering
period, in which case these fees are calculated based on the largest
number of Units outstanding during the period for which compensation is
paid. These fees may be adjusted for inflation without Unit holders'
approval, but in no case will the annual fees paid to us or our
affiliates for providing a given service to all unit investment trusts
for which we provide such services be more than the actual cost of
providing such services in such year.

The Trust may also incur the following charges:

- - All legal and annual auditing expenses of the Trustee according to
its responsibilities under the Indenture;

- - The expenses and costs incurred by the Trustee to protect the Trust
and the rights and interests of the Unit holders;

- - Fees for any extraordinary services the Trustee performed under the
Indenture;

- - Payment for any loss, liability or expense the Trustee incurred
without negligence, bad faith or willful misconduct on its part, in
connection with its acceptance or administration of the Trust;

- - Any offering costs incurred after the earlier of six months after the
Initial Date of Deposit or the end of the initial offering period;

- - Payment for any loss, liability or expenses we incurred without
negligence, bad faith or willful misconduct in acting as Depositor of
the Trust;

- - All taxes and other government charges imposed upon the Securities or
any part of the Trust (no such taxes or charges are now in place or
planned as far as we know).

The above expenses and the Trustee's annual fee (when paid or owing to
the Trustee) are secured by a lien on the Trust. In addition, if there
is not enough cash in the Income or Capital Accounts of the Trust, the
Trustee has the power to sell Securities in the Trust to make cash

Page 14

available to pay these charges. Since the Securities are all common
stocks and dividend income is unpredictable, we cannot guarantee that
dividends will be sufficient to meet any or all expenses of the Trust.
These sales may result in capital gains or losses to the Unit holders.
See "Tax Status."

The Trust will be audited on an annual basis. So long as we are making a
secondary market for Units, we will bear the cost of these annual audits
to the extent the cost exceeds $0.0050 per Unit. Otherwise, the Trust
will pay for the audit. You can receive a copy of the audited financial
statements by notifying the Trustee.

Tax Status

Federal Tax Status.

This section summarizes some of the main United States Federal income
tax consequences of owning Units of the Trust. This section is current
as of the date of this prospectus. Tax laws and interpretations change
frequently, and these summaries do not describe all of the tax
consequences to all taxpayers. For example, these summaries generally do
not describe your situation if you are a non-U.S. person, a
broker/dealer, or other investor with special circumstances. In
addition, this section does not describe state or foreign taxes. As with
any investment, you should consult your own tax professional about your
particular consequences.

Trust Status.

The Trust will not be taxed as a corporation for Federal income tax
purposes. As a Unit owner, you will be treated as the owner of a pro
rata portion of the Securities and other assets held by the Trust, and
as such you will be considered to have received a pro rata share of
income (i.e., dividends and capital gains, if any) from each Security
when such income is considered to be received by the Trust. This is true
even if you elect to have your distributions automatically reinvested
into additional Units. In addition, the income from the Trust which you
must take into account for Federal income tax purposes is not reduced
for amounts used to pay a deferred sales charge.

Your Tax Basis and Income or Loss upon Disposition.

If your Trust disposes of Securities, you will generally recognize gain
or loss. If you dispose of your Units or redeem your Units for cash, you
will also generally recognize gain or loss. To determine the amount of
this gain or loss, you must subtract your tax basis in the related
Securities from your share of the total proceeds received in the
transaction. You can generally determine your initial tax basis in each
Security or other Trust asset by apportioning the cost of your Units,
generally including sales charges, among each Security or other Trust
asset ratably according to their value on the date you acquire your
Units. In certain circumstances, however, you may have to adjust your
tax basis after you acquire your Units (for example, in the case of
certain dividends that exceed a corporation's accumulated earnings and
profits).

If you are an individual, the maximum marginal Federal tax rate for net
capital gain is generally 20%. This rate is generally 10% for certain
taxpayers in the lowest tax bracket. Net capital gain equals net long-
term capital gain minus net short-term capital loss for the taxable
year. Capital gain or loss is long-term if the holding period for the
asset is more than one year and is short-term if the holding period for
the asset is one year or less. You must exclude the date you purchase
your Units to determine the holding period of your Units. The tax rates
for capital gains realized from assets held for one year or less are
generally the same as for ordinary income. The Tax Code may, however,
treat certain capital gains as ordinary income in special situations.

Rollovers.

If you elect to have your proceeds from the Trust rolled over into the
next series of the Trust, it is considered a sale for Federal income tax
purposes, and any gain on the sale will be treated as a capital gain,
and any loss will be treated as a capital loss. However, any loss you
incur in connection with the exchange of your Units of this Trust for
Units of the next series will generally be disallowed with respect to
this deemed sale and subsequent deemed repurchase, to the extent the two
trusts have identical Securities, under the wash sale provisions of the
Internal Revenue Code.

In-Kind Distributions.

Under certain circumstances, you may request an In-Kind Distribution of

Page 15

Securities when you redeem your Units or at the Trust's termination. If
you request an In-Kind Distribution you will be responsible for any
expenses related to this distribution. By electing to receive an In-Kind
Distribution, you will receive an undivided interest in whole shares of
stock plus, possibly, cash.

You will not recognize gain or loss if you only receive Securities in
exchange for your pro rata portion of the Securities held by the Trust.
However, if you also receive cash in exchange for a fractional share of
a Security held by the Trust, you will generally recognize gain or loss
based on the difference between the amount of cash you receive and your
tax basis in such fractional share of the Security.

Limitations on the Deductibility of Trust Expenses.

Generally, for Federal income tax purposes, you must take into account
your full pro rata share of the Trust's income, even if some of that
income is used to pay Trust expenses. You may deduct your pro rata share
of each expense paid by the Trust to the same extent as if you directly
paid the expense. You may, however, be required to treat some or all of
the expenses of the Trust as miscellaneous itemized deductions. However,
individuals may only deduct certain miscellaneous itemized deductions to
the extent they exceed 2% of adjusted gross income.

Foreign, State and Local Taxes.

Under the existing income tax laws of the State and City of New York,
the Trust will not be taxed as a corporation, and the income of the
Trust will be treated as the income of the Unit holders in the same
manner as for Federal income tax purposes. You should consult your tax
advisor regarding potential foreign, state or local taxation with
respect to your Units.

Retirement Plans

You may purchase Units of the Trust for:

- - Individual Retirement Accounts

- - Keogh Plans

- - pension funds, and

- - other tax-deferred retirement plans.

Generally, the Federal income tax on capital gains and income received
in each of the above plans is deferred until you receive distributions.
These distributions are generally treated as ordinary income but may, in
some cases, be eligible for special averaging or tax-deferred rollover
treatment. Before participating in a plan like this, you should review
the tax laws regarding these plans and consult your attorney or tax
adviser. Brokerage firms and other financial institutions offer these
plans with varying fees and charges.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat as record owner of Units that person registered
as such on its books. If you request certificates representing the Units
you ordered for purchase they will be delivered three business days
after your order or shortly thereafter. You may transfer or redeem Units
represented by a certificate by endorsing it and surrendering it to the
Trustee, along with a written instrument(s) of transfer. You must sign
exactly as your name appears on the face of the certificate with your
signature guaranteed by an eligible institution. In certain cases the
Trustee may require additional documentation before they will transfer
or redeem your Units.

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

You may also choose to hold your Units in uncertificated form. If you
choose this option, the Trustee will keep an account for you and will
credit your account with the number of Units you purchase. Within two
business days of the issuance or transfer of Units held in
uncertificated form, the Trustee will send to you, as the registered
owner of Units:

- - a written initial transaction statement containing a description of
your Trust;

- - the number of Units issued or transferred;

- - your name, address and taxpayer identification number;

- - a notation of any liens or restrictions of the issuer and any adverse
claims; and

- - the date the transfer was registered.

Uncertificated Units may be transferred the same way as certificated
Units, except that no certificate needs to be presented to the Trustee.

Page 16

Also, no certificate will be issued when the transfer takes place unless
you request it. You may at any time request that the Trustee issue
certificates for your Units.

As a Unit holder, you may be required to pay a nominal fee to the
Trustee for each certificate reissued or transferred, and to pay any
government charge that may be imposed for each transfer or exchange. The
Trustee does not require such charge now, nor are they currently
contemplating doing so. If a certificate gets lost, stolen or destroyed,
you may be required to furnish indemnity to the Trustee to receive
replacement certificates. You must surrender mutilated certificates to
the Trustee for replacement.

Unit Holder Reports.

In connection with each distribution, the Trustee will provide you with
a statement detailing the per Unit amount of income (if any)
distributed. After the end of each calendar year, the Trustee will
provide you with the following information:

1. a summary of transactions in the Trust for the year;

2. any Securities sold during the year and the Securities held at the
end of that year by the Trust;

3. the Redemption Price per Unit, computed on the 31st day of December
of such year (or the last business day before); and

4. amounts of income and capital distributed during the year.

You may request from the Trustee copies of the evaluations of the
Securities as prepared by the Evaluator to enable you to comply with
Federal and state tax reporting requirements.

Income and Capital Distributions

You will begin receiving distributions on your Units only after you
become a Record Owner. It is your responsibility to notify the Trustee
when you become Record Owner of the Units, but normally your
broker/dealer provides this notice. The Trustee will credit any
dividends received on the Trust's Securities to the Income Account of
the Trust. All other receipts, such as return of capital, are credited
to the Capital Account of the Trust.

The Trustee will distribute any net income in the Income Account on or
near the Income Distribution Dates to Unit holders of record on the
preceding Income Distribution Record Date. See "Summary of Essential
Information." Distribution amounts will vary with changes in the Trust's
fees and expenses, in dividends received and with the sale of
Securities. The Trustee will distribute amounts in the Capital Account
on the last day of each month to Unit holders of record on the fifteenth
day of each month provided the amount equals at least $1.00 per 100
Units. However, amounts in the Capital Account from the sale of
Securities designated to meet redemptions of Units, to pay the deferred
sales charge or to pay expenses will not be distributed. The Trustee is
not required to pay interest on funds held in the Income or Capital
Accounts of the Trust. However, the Trustee may earn interest on these
funds, thus benefiting from the use of such funds.

We anticipate that the deferred sales charge will be collected from the
Capital Account of the Trust and that there will be enough money in the
Capital Account to cover these costs. If there is not enough money in
the Capital Account to pay the deferred sales charge, the Trustee may
sell Securities to meet the shortfall. We will designate an account
where distributions will be made to pay the deferred sales charge.

The Trustee is required by the Internal Revenue Service to withhold a
certain percentage of any distribution the Trust makes and deliver such
amount to the Internal Revenue Service if the Trustee does not have your
Tax Identification Number. You may recover this amount by giving your
Tax Identification Number to the Trustee, or when you file a tax return.
Normally, the selling broker gives your Tax Identification Number to the
Trustee. However, you should check your statements from the Trustee to
make sure they have the number to avoid this "back-up withholding." If
not, you should provide it to the Trustee as soon as possible.

Within a reasonable time after the Trust is terminated you will receive
the pro rata share of the money from the disposition of the Securities.
However, if you are eligible, you may elect to receive an In-Kind
Distribution as described under "Amending or Terminating the Indenture."
All Unit holders will receive a pro rata share of any other assets
remaining in the Trust, excluding any unpaid expenses of the Trust.

The Trustee may establish reserves (the "Reserve Account") within the

Page 17

Trust for any state and local taxes and any governmental charges to be
paid out of the Trust.

Redeeming Your Units

You may redeem all or a portion of your Units at any time by sending the
certificates representing the Units you want to redeem to the Trustee at
its unit investment trust office. If your Units are held in
uncertificated form, you need only to deliver a request for redemption
to the Trustee. In either case, the certificates or the redemption
request you send to the Trustee must be properly endorsed with proper
instruments of transfer and signature guarantees as explained in "Rights
of Unit Holders-Unit Ownership" (or by providing satisfactory indemnity
if the certificates were lost, stolen, or destroyed). No redemption fee
will be charged, but you are responsible for any governmental charges
that apply. Three business days after the day you tender your Units (the
"Date of Tender") you will receive cash in an amount for each Unit equal
to the Redemption Price per Unit calculated at the Evaluation Time on
the Date of Tender.

The Date of Tender is considered to be the date on which the Trustee
receives your certificates or redemption request (if such day is a day
the New York Stock Exchange (the "NYSE") is open for trading). However,
if your certificates or redemption request are received after 4:00 p.m.
Eastern time (or after any earlier closing time on a day on which the
NYSE is scheduled in advance to close at such earlier time), the Date of
Tender is the next day the NYSE is open for trading.

Any amounts paid on redemption representing income will be withdrawn
from the Income Account of the Trust if funds are available for that
purpose, or from the Capital Account. All other amounts paid on
redemption will be taken from the Capital Account of the Trust.

If you are tendering 1,000 Units or more for redemption, rather than
receiving cash you may elect to receive a distribution of shares of
Securities (an "In-Kind Distribution") in an amount and value equal to
the Redemption Price per Unit by making this request in writing to the
Trustee at the time of tender. However, no In-Kind Distribution requests
submitted during the nine business days prior to the Trust's Mandatory
Termination Date will be honored. Where possible, the Trustee will make
an In-Kind Distribution by distributing each of the Securities in book-
entry form to your bank or broker/dealer account at the Depository Trust
Company. The Trustee will subtract any customary transfer and
registration charges from your In-Kind Distribution. As a tendering Unit
holder, you will receive your pro rata number of whole shares of the
Securities that make up the portfolio, and cash from the Capital Account
equal to the fractional shares to which you are entitled. The Trustee
may adjust the number of shares of any Security included in your In-Kind
Distribution to make distribution of whole shares easier. This
adjustment will be made based on the value of the Securities on the Date
of Tender. If there is not enough money in the Capital Account to pay
the required cash distribution, the Trustee may have to sell Securities.

The Internal Revenue Service will require the Trustee to withhold a
portion of your redemption proceeds if the Trustee has not previously
been provided your Taxpayer Identification Number. For more information
about this withholding, see "Income and Capital Distributions." If the
Trustee does not have your Taxpayer Identification Number, you must
provide it at the time of the redemption request.

The Trustee may sell Securities in the Trust to make funds available for
redemption. If Securities are sold, the size and diversity of the Trust
will be reduced. These sales may result in lower prices than if the
Securities were sold at a different time.

Your right to redeem Units (and therefore, your right to receive
payment) may be delayed:

1. if the NYSE is closed (other than customary weekend and holiday
closings);

2. if the Securities and Exchange Commission ("SEC") determines that
trading on the NYSE is restricted or that an emergency exists making
sale or evaluation of the Securities not reasonably practical; or

3. for any other period permitted by SEC order.

The Trustee is not liable to any person for any loss or damage which may
result from such a suspension or postponement.

The Redemption Price.

The Redemption Price per Unit is determined by the Trustee by:

Page 18

adding

1. cash in the Income and Capital Accounts not designated to purchase
Securities;

2. the aggregate underlying value of the Securities held in the Trust; and

3. dividends receivable on the Securities trading ex-dividend as of the
date of computation.

deducting

1. any applicable taxes or governmental charges that need to be paid out
of the Trust;

2. any amounts owed to the Trustee for its advances;

3. estimated accrued expenses of the Trust, including, but not limited
to, fees and expenses of the Trustee (including legal fees), and the
Evaluator and supervisory fees, if any;

4. cash held for distribution to Unit holders of record of the Trust as
of the business day before the evaluation being made; and

5. other liabilities incurred by the Trust; and

dividing

the result by the number of outstanding Units of the Trust.

Any remaining deferred sales charge on the Units when you redeem them
will be deducted from your redemption proceeds. In addition, until the
earlier of six months after the Initial Date of Deposit or the end of
the initial offering period, the Redemption Price per Unit will include
estimated organizational and offering costs as set forth under "Fee
Table."

The aggregate underlying value of the Securities for purposes of
calculating the Redemption Price during the secondary market is
determined in the same manner as that used to calculate the secondary
market Public Offering Price as discussed in "Public Offering-The Value
of the Securities."

Removing Securities from the Trust

The portfolio of the Trust is not managed. However, we may, but are not
required to, direct the Trustee to dispose of a Security in certain
limited circumstances. These circumstances include, but are not limited
to, situations in which:

- - the issuer of the Security defaults in the payment of a declared
dividend;

- - any action or proceeding prevents the payment of dividends;

- - there is any legal question or impediment affecting the Security;

- - the issuer of the Security has breached a covenant which would affect
the payment of dividends or the issuer's credit standing, or otherwise
damage the sound investment character of the Security; or

- - the issuer has defaulted on the payment on any other of its
outstanding obligations to such an extent or other such credit factors
exist so that, in our opinion, keeping the Security would be harmful to
the Trust.

Except in the limited instance in which the Trust may acquire
Replacement Securities to replace failed contracts to purchase
Securities, as described in "The FT Series," the Trust may not acquire
any securities or other property other than the Securities. The Trustee,
on behalf of the Trust, will reject any offer for new or exchanged
securities or property in exchange for a Security, such as those
acquired in a merger or other transaction. If such exchanged securities
or property are nevertheless acquired by the Trust, at our instruction,
they will either be sold or held in the Trust. In making the
determination as to whether to sell or hold the exchanged securities or
property we may get advice from the Portfolio Supervisor. Any proceeds
received from the sale of Securities, exchanged securities or property
will be credited to the Capital Account of the Trust for distributions
to Unit holders or to meet redemption requests. The Trustee may retain
and pay us or an affiliate of ours to act as agent for the Trust to
facilitate selling Securities, exchanged securities or property from the
Trust. If we or our affiliate act in this capacity, we will be held
subject to the restrictions under the Investment Company Act of 1940, as
amended.

The Trustee may also sell Securities that we designate; or, without our
direction, in its own discretion, in order to meet redemption requests
or pay expenses.

In designating which Securities should be sold, we will try to maintain
the proportionate relationship among the Securities. If this is not
possible, the composition and diversity of the Securities in the Trust
may be changed. To get the best price for the Trust we may have to
specify minimum amounts (generally 100 shares) in which blocks of
Securities are to be sold. We may consider sales of units of unit
investment trusts which we sponsor in making recommendations to the

Page 19

Trustee on the selection of broker/dealers to execute the Trust's
portfolio transactions, or when acting as agent for the Trust in
acquiring or selling Securities on behalf of the Trust.

Amending or Terminating the Indenture

Amendments. The Indenture may be amended by us and the Trustee without
your consent:

- - to cure ambiguities;

- - to correct or supplement any defective or inconsistent provision;

- - to make any amendment required by any governmental agency; or

- - to make other changes determined not to be materially adverse to your
best interests (as determined by us and the Trustee).

Termination. As provided by the Indenture, the Trust will terminate on
the Mandatory Termination Date stated in the "Summary of Essential
Information." The Trust may be terminated prior to the Mandatory
Termination Date:

- - upon the consent of 100% of the Unit holders;

- - if the value of the Securities owned by the Trust as shown by any
evaluation is less than the lower of $2,000,000 or 20% of the total
value of Securities deposited in the Trust during the initial offering
period; or

- - in the event that Units of the Trust not yet sold aggregating more
than 60% of the Units of such Trust are tendered for redemption by
underwriters, including the Sponsor.

In the event of termination, the Trustee will send prior written notice
thereof to all Unit holders which will specify how you should tender
your certificates, if any, to the Trustee. If the Trust is terminated
due to this last reason, we will refund to each purchaser of Units of
such Trust the entire sales charge paid by such purchaser; however,
termination of the Trust prior to the Mandatory Termination Date for any
other stated reason will result in all remaining unpaid deferred sales
charges on your Units being deducted from your termination proceeds. For
various reasons, the Trust may be reduced below the Discretionary
Liquidation Amount and could therefore be terminated prior to the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of the Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner, timing and execution of
the sale of Securities as part of the termination of the Trust. Because
the Trustee must sell the Securities within a relatively short period of
time, the sale of Securities as part of the termination process may
result in a lower amount than might otherwise be realized if such sale
were not required at this time.

If you own at least 1,000 Units of the Trust the Trustee will send you a
form at least 30 days prior to the Mandatory Termination Date which will
enable you to receive shares of Securities included in the Trust
(reduced by customary transfer and registration charges) rather than the
typical cash distribution representing your pro rata interest in the
Trust. You must notify the Trustee at least ten business days prior to
the Mandatory Termination Date if you elect this In-Kind Distribution
option. If you do not elect to participate in the In-Kind Distribution
option for eligible Unit holders you will receive a cash distribution
from the sale of the remaining Securities, along with your interest in
the Income and Capital Accounts of the Trust, within a reasonable time
after the Trust is terminated. Regardless of the distribution involved,
the Trustee will deduct from the Trust any accrued costs, expenses,
advances or indemnities provide by the Indenture, including estimated
compensation of the Trustee and costs of liquidation and any amounts
required as a reserve to pay any taxes or other governmental charges.

Information on the Sponsor, Trustee and Evaluator

The Sponsor.

We, Nike Securities L.P., specialize in the underwriting, trading and
wholesale distribution of unit investment trusts under the "First Trust"
brand name and other securities. An Illinois limited partnership formed
in 1991, we act as Sponsor for successive series of:

- - The First Trust Combined Series

- - FT Series (formerly known as The First Trust Special Situations Trust)

- - The First Trust Insured Corporate Trust

- - The First Trust of Insured Municipal Bonds

- - The First Trust GNMA

Page 20

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $20 billion in First Trust unit
investment trusts. Our employees include a team of professionals with
many years of experience in the unit investment trust industry.

We are a member of the National Association of Securities Dealers, Inc.
and Securities Investor Protection Corporation. Our principal offices
are at 1001 Warrenville Road, Lisle, Illinois 60532; telephone number
(630) 241-4141. As of December 31, 1997, the total partners' capital of
Nike Securities L.P. was $11,724,071 (audited).

This information refers only to the Sponsor and not to the Trust or to
any series of the Trust or to any other dealer. We are including this
information only to inform you of our financial responsibility and our
ability to carry out our contractual obligations. We will provide more
detailed financial information on request.

The Trustee.

The Trustee is The Chase Manhattan Bank, with its principal executive
office located at 270 Park Avenue, New York, New York 10017 and its unit
investment trust office at 4 New York Plaza, 6th Floor, New York, New
York, 10004-2413. If you have questions regarding the Trust, you may
call the Customer Service Help Line at 1-800-682-7520. The Trustee is
supervised by the Superintendent of Banks of the State of New York, the
Federal Deposit Insurance Corporation and the Board of Governors of the
Federal Reserve System.

The Trustee has not participated in selecting the Securities; it only
provides administrative services.

Limitations of Liabilities of Sponsor and Trustee.

The Sponsor and the Trustee will not be liable to Unit holders for
taking any action or for not taking any action in good faith according
to the Indenture. We will also not be accountable for errors in
judgment. We will only be liable for our own willful misfeasance, bad
faith, gross negligence (ordinary negligence in the Trustee's case) or
reckless disregard of our obligations and duties. The Trustee is not
liable for any loss or depreciation when the Securities are sold. If we
fail to act under the Indenture, the Trustee may do so, and the Trustee
will not be liable for any action it takes in good faith under the
Indenture.

The Trustee will not be liable for any taxes or other governmental
charges or interest on the Securities which the Trustee may be required
to pay under any present or future law of the United States or of any
other taxing authority with jurisdiction. Also, the Indenture states
other provisions regarding the liability of the Trustee.

If we do not perform any of our duties under the Indenture or are not
able to act or become bankrupt, or if our affairs are taken over by
public authorities, then the Trustee may:

- - appoint a successor Sponsor, paying them a reasonable rate not more
than that stated by the Securities and Exchange Commission,

- - terminate the Indenture and liquidate the Trust, or

- - continue to act as Trustee without terminating the Indenture.

The Evaluator.

The Evaluator is First Trust Advisors L.P., an Illinois limited
partnership formed in 1991 and an affiliate of the Sponsor. The
Evaluator's address is 1001 Warrenville Road, Lisle, Illinois 60532.

The Trustee, Sponsor and Unit holders may rely on the accuracy of any
evaluation prepared by the Evaluator. The Evaluator will make
determinations in good faith based upon the best available information.
However, the Evaluator will not be liable to the Trustee, Sponsor or
Unit holders for errors in judgment.

Other Information

Legal Opinions.

Our counsel is Chapman and Cutler, 111 W. Monroe St., Chicago, Illinois,
60603. They have passed upon the legality of the Units offered hereby
and certain matters relating to Federal tax law. Carter, Ledyard &
Milburn acts as the Trustee's counsel, as well as special New York tax
counsel for the Trust.

Experts.

Ernst & Young LLP, independent auditors, have audited the statement of
net assets, including the schedule of investments at the opening of
business on the Initial Date of Deposit, as set forth in their report.
We've included the Trust's statement of net assets, including the
schedule of investments, in the prospectus and elsewhere in the

Page 21

registration statement in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.

Supplemental Information.

If you write or call the Trustee, you will receive free of charge
supplemental information about this Series, which has been filed with
the Securities and Exchange Commission and to which we have referred
throughout. This information states more specific risk information about
the Trust.

Page 22

This page is intentionally left blank.

Page 23

FIRST TRUST(registered trademark)

UTILITIES INCOME PORTFOLIO SERIES
FT 328

Sponsor:

NIKE SECURITIES L.P.

1001 Warrenville Road, Suite 300
Lisle, Illinois 60532
1-630-241-4141

Trustee:

THE CHASE MANHATTAN BANK

4 New York Plaza, 6th floor
New York, New York 10004-2413
1-800-682-7520
24-Hour Pricing Line:
1-800-446-0132

This Prospectus contains information relating to Utilities Income
Portfolio Series, but does not contain all of the information about this
investment company as filed with the Securities and Exchange Commission
in Washington, D.C. under the:

- Securities Act of 1933 (file no. 333-_____) and
- Investment Company Act of 1940 (file no. 811-05903)

To obtain copies at prescribed rates -

Write: Public Reference Section of the Commission
450 Fifth Street, N.W., Washington, D.C. 20549-6009
Call: 1-800-SEC-0330
Visit: http://www.sec.gov

____________, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 24

First Trust (registered trademark)

The FT Series

Information Supplement

This Information Supplement provides additional information concerning
the structure, operations and risks of the unit investment trust
contained in FT 328 not found in the prospectus for the Trust. This
Information Supplement is not a prospectus and does not include all of
the information you should consider before investing in the Trust. This
Information Supplement should be read in conjunction with the prospectus
for the Trust in which you are considering investing ("Prospectus").

This Information Supplement is dated ____________, 1999. Capitalized
terms have been defined in the Prospectus.

Table of Contents

Risk Factors
Securities 1
Dividends 1
Concentrations 1
Utility Companies 1

Risk Factors

Securities. An investment in Units should be made with an understanding
of the risks which an investment in common stocks entails, including the
risk that the financial condition of the issuers of the Securities or
the general condition of the relevant 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. Both U.S. and foreign
markets have experienced substantial volatility and significant declines
recently as a result of certain or all of these factors.

Dividends. 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. 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.

Concentrations

Utility Companies. An investment in Units of the Trust should be made
with an understanding of the characteristics of the utility industry and
the risks which such an investment may entail.

Page 1

MEMORANDUM

Re: FT 328

The only difference of consequence (except as described
below) between FT 281, which is the current fund, and FT 328, 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 Fund and the statement of condition of the
new Fund, 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 Templeton Growth and Treasury Trust, Series 1
and subsequent series (File No. 811-05903) related also to the
subsequent series of the Fund.

1933 ACT

PROSPECTUS

The only significant changes in the Prospectus from the
Series 281 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
Fund.

CONTENTS OF REGISTRATION STATEMENT

ITEM A Bonding Arrangements of Depositor:

Nike Securities L.P. is covered by a Broker's Fidelity
Bond, in the total amount of $1,000,000, 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, FT 328 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 February 17, 1999.

FT 328
(Registrant)

By: NIKE SECURITIES L.P.
(Depositor)

By Robert M. Porcellino
Senior Vice President

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

NAME TITLE* DATE

Robert D. Van Kampen Director of
Nike Securities February 17, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**
David J. Allen Director of
Nike Securities
Corporation, the
General Partner of
Nike Securities L.P.

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

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust Combined
Series 258 (File No. 33-63483) and the same is hereby
incorporated by this reference.

S-2
CONSENTS OF COUNSEL

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

CONSENT OF ERNST & YOUNG LLP

The consent of Ernst & Young 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.

CONSENT OF FIRST TRUST ADVISORS L.P.

The consent of First Trust Advisors L.P. to the use of its
name in the Prospectus included in the Registration Statement is
filed as Exhibit 4.1 to the Registration Statement.

S-3
EXHIBIT INDEX

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

1.1.1* Form of Trust Agreement for Series 328 among Nike
Securities L.P., as Depositor, The Chase Manhattan Bank,
as Trustee and First Trust Advisors L.P., as Evaluator
and Portfolio Supervisor.

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

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

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

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

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

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

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

S-4

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

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

4.1* Consent of First Trust Advisors L.P.

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

7.1 Power of Attorney executed by the Director listed on page
S-3 of this Registration Statement (incorporated by
reference to Amendment No. 1 to Form S-6 [File No.
33-63483] filed on behalf of The First Trust Combined
Series 258).

___________________________________
* To be filed by amendment.

S-5