SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM S-6

For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2

A. Exact Name of Trust: FT 331

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.

SUBJECT TO COMPLETION, DATED OCTOBER 8, 1999
AS AMENDED DECEMBER 22, 1999

The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2000 Series
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2000 Series
European Target 20 Portfolio, Qualified 2000 Series
The Nasdaq Target 15 Portfolio, Qualified 2000 Series
The S&P Target 10 Portfolio, Qualified 2000 Series

FT 331

FT 331 is a series of a unit investment trust, the FT Series. Each of
the five portfolios listed above (each, a "Trust," and collectively, the
"Trusts") is a separate portfolio, or series, of FT 331 consisting of a
portfolio of common stocks ("Securities") selected by applying a
specialized strategy. The objective of each Trust is to provide an above-
average total return.

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)

1-800-621-9533

The date of this prospectus is ___________, 1999

Page 1

Table of Contents

Summary of Essential Information 3
Fee Table 5
Report of Independent Auditors 7
Statements of Net Assets 8
Schedules of Investments 10
The FT Series 15
Portfolios 16
Risk Factors 18
Hypothetical Performance Information 20
Public Offering 22
Distribution of Units 23
The Sponsor's Profits 24
The Secondary Market 24
How We Purchase Units 24
Expenses and Charges 24
Tax Status 25
Rights of Unit Holders 25
Income and Capital Distributions 26
Redeeming Your Units 26
Investing in a New Trust 27
Removing Securities from a Trust 27
Amending or Terminating the Indenture 28
Information on the Sponsor, Trustee and Evaluator 29
Other Information 30

Page 2

Summary of Essential Information

FT 331

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

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Shareholder Servicing Agent: BISYS Fund Services Ohio, Inc.
Evaluator: First Trust Advisors L.P.

The Dow(sm) The Dow(sm)
Dividend Dividend
and Repurchase and Repurchase European Target 20
Target 5 Portfolio Target 10 Portfolio Portfolio
Qualified 2000 Qualified 2000 Qualified
Series Series 2000 Series
____________ ____________ ____________

Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/ 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (1) $ $ $
Maximum Sales Charge of % of the Public Offering
Price per Unit ( % of the net amount invested) (2) $ $ $
Less Deferred Sales Charge per Unit $( ) $( ) $( )
Public Offering Price per Unit (3) $ $ $
Sponsor's Initial Repurchase Price per Unit (4) $ $ $
Redemption Price per Unit (based on aggregate underlying
value of Securities) (4) $ $ $
CUSIP Number
Security Code

First Settlement Date January __, 2000
Mandatory Termination Date (5) December 29, 2000

_____________

<FN>
See "Notes to Summary of Essential Information" on page 4.
</FN>

Page 3

Summary of Essential Information

FT 331

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

Sponsor: Nike Securities L.P.
Trustee: The Chase Manhattan Bank
Shareholder Servicing Agent: BISYS Fund Services Ohio, Inc.
Evaluator: First Trust Advisors L.P.

The Nasdaq The S&P
Target 15 Target 10
Portfolio, Qualified Portfolio, Qualified
2000 Series 2000 Series
____________ ____________

Initial Number of Units
Fractional Undivided Interest in the Trust per Unit 1/ 1/
Public Offering Price:
Aggregate Offering Price Evaluation of Securities per Unit (1) $ $
Maximum Sales Charge of % of the Public Offering
Price per Unit ( % of the net amount invested) (2) $ $
Less Deferred Sales Charge per Unit $( ) $( )
Public Offering Price per Unit (3) $ $
Sponsor's Initial Repurchase Price per Unit (4) $ $
Redemption Price per Unit (based on aggregate underlying
value of Securities) (4) $ $
CUSIP Number
Security Code

First Settlement Date January __, 2000
Mandatory Termination Date (5) December 29, 2000

_____________

<FN>
NOTES TO SUMMARY OF ESSENTIAL INFORMATION

(1) Each listed Security is valued at its last closing sale price on the
relevant stock exchange on the business day prior to the Initial Date of
Deposit. If a Security is not listed, or if no closing sale price
exists, it is valued at its closing ask price on such date. The value of
foreign Securities trading in non-U.S. dollars is determined by
converting the value of such Securities to their U.S. dollar equivalent
based on the offering side of the currency exchange rate for the
currency in which a Security is generally denominated at the Evaluation
Time on the business day prior to the Initial Date of Deposit.
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 ("NYSE") (generally 4:00 p.m. Eastern time) on each day on
which it is open (the "Evaluation Time").

(2) The maximum sales charge consists entirely of a deferred sales
charge. See "Fee Table" and "Public Offering."

(3) 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. The price you pay for your
Units will be based on their valuation at the Evaluation Time on the
date you purchase your Units. On the Initial Date of Deposit the Public
Offering Price per Unit will not include any accumulated dividends on
the Securities. After this date, a pro rata share of any accumulated
dividends on the Securities will be included.

(4) 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 Redemption Price per Unit will include the estimated
organization costs per Unit set forth under "Fee Table." After such
date, the Sponsor's Initial Repurchase Price per Unit and Redemption
Price per Unit will not include such estimated organization costs. See
"Redeeming Your Units."

(5) See "Amending or Terminating the Indenture."
</FN>

Page 4

Fee Table

This Fee Table describes the fees and expenses that you may, directly or
indirectly, pay if you buy and hold Units of a Trust. See "Public
Offering" and "Expenses and Charges." Although each Trust has a term of
approximately one year and is a unit investment trust rather than a
mutual fund, this information allows you to compare fees, assuming that
when each Trust terminates, the principal amount and distributions are
rolled over into a New Trust, and you pay only the deferred sales charge.

THE DOW (SM) THE DOW (SM)
DIVIDEND AND DIVIDEND AND EUROPEAN
REPURCHASE REPURCHASE TARGET 20
TARGET 5 PORTFOLIO TARGET 10 PORTFOLIO PORTFOLIO
QUALIFIED 2000 SERIES QUALIFIED 2000 SERIES 2000 SERIES
_____________________ _____________________ ___________

Amount Amount Amount
per Unit per Unit per Unit
________ ________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 0.00%(a) $.000 0.00%(a) $.000 0.00%(a) $.000
Deferred sales charge %(b) %(b) %(b)
_____ _____ _____ _____ _____ _____
Maximum sales charge % $ % $ % $
===== ===== ===== ===== ===== =====

Organization Costs
(as a percentage of public offering price)
Estimated organization costs %(c) $ %(c) $ %(c) $
===== ===== ===== ===== ===== =====

Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative
and evaluation fees % $ % $ % $
Trustee's fee, Shareholder Servicing Agent's Fee
and other operating expenses %(d) %(d) %(d)
_____ _____ _____ _____ _____ _____
Total % $ % $ % $
===== ===== ===== ===== ===== =====

THE NASDAQ THE S&P TARGET
TARGET 15 PORTFOLIO 10 PORTFOLIO
QUALIFIED QUALIFIED
2000 SERIES 2000 SERIES
___________________ ________________

Amount Amount
per Unit per Unit
________ ________
Unit Holder Transaction Expenses
(as a percentage of public offering price)
Initial sales charge imposed on purchase 0.00%(a) $.000 0.00%(a) $.000
Deferred sales charge %(b) %(b)
______ _____ _____ _____
Maximum sales charge % $ % $
====== ===== ===== =====

Organization Costs
(as a percentage of public offering price)
Estimated organization costs %(c) $ %(c) $
===== ===== ===== =====
Estimated Annual Trust Operating Expenses
(as a percentage of average net assets)
Portfolio supervision, bookkeeping, administrative and evaluation fees % $ % $
Trustee's fee, Shareholder Servicing Agent's Fee %(d) %(d)

and other operating expenses
_____ _____ _____ ______
Total % $ % $
===== ===== ===== ======

Page 5

Example

This example is intended to help you compare the cost of investing in a
Trust with the cost of investing in other investment products. The
example assumes that you invest $10,000 in a 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 a 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 10 Years
______ _______ _______ ________

The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2000 Series $ $ $ $
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2000 Series
European Target 20 Portfolio, Qualified 2000 Series
The Nasdaq Target 15 Portfolio, Qualified 2000 Series
The S&P Target 10 Portfolio, Qualified 2000 Series

The example will not differ if you hold rather than sell your Units at
the end of each period. 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) There is no initial sales charge on Trust Units.

(b) The deferred sales charge is a fixed dollar amount equal to $ per
Unit per month which will be deducted each month over the life of a
Trust. 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 1.00% of
the Public Offering Price. If you purchase Units after the first
deferred sales charge payment has been deducted, your purchase price
will include only any remaining deferred sales charge payments.

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

(d) Other operating expenses for the Trusts include estimated per Unit
costs associated with a license fee as described in "Expenses and
Charges," but do not include brokerage costs and other portfolio
transaction fees for any of the Trusts. In certain circumstances the
Trusts may incur additional expenses not set forth above. See "Expenses
and Charges."
</FN>

Page 6

Report of Independent Auditors

The Sponsor, Nike Securities L.P., and Unit Holders
FT 331

We have audited the accompanying statements of net assets, including the
schedules of investments, of FT 331, comprised of The
Dow(sm) Repurchase Target 5 Portfolio, Qualified 2000 Series ; The Dow(sm)
Dividend And Repurchase Target 10 Portfolio, Qualified 2000 Series;
European Target 20 Portfolio, Qualified 2000 Series; The Nasdaq Target
15 Portfolio, Qualified 2000 Series; and The S&P Target 10 Portfolio,
Qualified 2000 Series, as of the opening of business on ___________,
1999. These statements of net assets are the responsibility of the
Trusts' Sponsor. Our responsibility is to express an opinion on these
statements of net assets based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the statements of net assets
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
statements of net assets. Our procedures included confirmation of the
letter of credit allocated among the Trusts 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 statements of net assets. We believe that
our audit of the statements of net assets provides a reasonable basis
for our opinion.

In our opinion, the statements of net assets referred to above present
fairly, in all material respects, the financial position of FT 331,
comprised of The Dow(sm) Dividend And Repurchase Target 5 Portfolio,
Qualified 2000 Series; The Dow(sm) Dividend And Repurchase Target 10
Portfolio, Qualified 2000 Series; European Target 20 Portfolio,
Qualified 2000 Series; The Nasdaq Target 15 Portfolio, Qualified 2000
Series; and The S&P Target 10 Portfolio, Qualified 2000 Series, at the
opening of business on ___________, 1999 in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP

Chicago, Illinois
___________, 1999

Page 7

Statements of Net Assets

FT 331

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

The Dow(sm) The Dow(sm)
Dividend Dividend
and Repurchase and Repurchase European
Target 5 Target 10 Target 20
Portfolio Portfolio Portfolio
Qualified 2000 Qualified 2000 Qualified
Series Series 2000 Series
_______________ ____________ ____________

NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (4) $ $ $
Less maximum sales charge (4) ( ) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( ) ( )
________ ________ ________
Net assets $ $ $
======== ======== ========

__________

<FN>
See "Notes to Statements of Net Assets" on page 9.
</FN>

Page 8

Statements of Net Assets

FT 331

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

The Nasdaq The S&P
Target 15 Target 10
Portfolio Portfolio
Qualified Qualified
2000 Series 2000 Series
____________ ____________

NET ASSETS
Investment in Securities represented
by purchase contracts (1) (2) $ $
Less liability for reimbursement to Sponsor
for organization costs (3) ( ) ( )
________ ________
Net assets $ $
======== ========
Units outstanding

ANALYSIS OF NET ASSETS
Cost to investors (4) $ $
Less maximum sales charge (4) ( ) ( )
Less estimated reimbursement to Sponsor
for organization costs (3) ( ) ( )
________ ________
Net assets $ $
======== ========

______________

<FN>
NOTES TO STATEMENTS OF NET ASSETS

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

(2) An irrevocable letter of credit issued by The Chase Manhattan Bank,
of which $ will be allocated among each of the five Trusts in FT 331,
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 an amount
sufficient to reimburse the Sponsor for all or a portion of the costs of
establishing the Trusts. These costs have been estimated at $ , $ ,
$ , $ and $ per Unit for The Dow DART 5 Portfolio, The Dow(sm)
DART 10 Portfolio, European Target 20 Portfolio, The Nasdaq Target 15
Portfolio and The S&P Target 10 Portfolio, respectively. A payment will
be made as of 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 the obligation of the investors to
the Sponsor will be satisfied. To the extent that actual organization
costs of a Trust are greater than the estimated amount, only the
estimated organization costs added to the Public Offering Price will be
reimbursed to the Sponsor and deducted from the assets of such Trust.

(4) No initial sales charge will be assessed on Trust Units. A deferred
sales charge aggregating $ per Unit, which will be paid to us in
twelve equal monthly installments beginning on ____________, 2000 and on
the 20th day of each month thereafter (or the preceding business day if
the 20th day is not a business day) through ____________, 2000, will be
assessed on Trust Units outstanding on each installment payment date. If
you redeem Units you will not have to pay the remaining amount of the
deferred sales charge applicable to such Units when you redeem them.
</FN>

Page 9

Schedule of Investments

THE DOW(SM) DIVIDEND AND REPURCHASE TARGET 5 PORTFOLIO
QUALIFIED 2000 SERIES
FT 331

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

Percentage
Number of Aggregate Market Cost of
of Ticker Symbol and Offering Value per Securities to
Shares Name of Issuer of Securities (1) Price Share the Trust (2)
______ _______________________________________ ___________ ________ _____________

20% $ $
20%
20%
20%
20%
______ ________
Total Investments 100% $
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>

Page 10

Schedule of Investments

THE DOW(SM) DIVIDEND AND REPURCHASE TARGET 10 PORTFOLIO
QUALIFIED 2000 SERIES
FT 331

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

10% $ $
10%
10%
10%
10%
10%
10%
10%
10%
10%
______ ________
Total Investments 100% $
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>

Page 11

Schedule of Investments

EUROPEAN TARGET 20 PORTFOLIO, QUALIFIED 2000 SERIES
FT 331

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

% $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
______ ________
Total Investments 100% $
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>

Page 12

Schedule of Investments

THE NASDAQ TARGET 15 PORTFOLIO, QUALIFIED 2000 SERIES
FT 331

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

Percentage
Number of Aggregate Market Cost of Market
of Ticker Symbol and Offering Value per Securities to Capitalization
Shares Name of Issuer of Securities (1) Price Share the Trust (2) (in millions) (3)
______ _______________________________________ ___________ ________ _____________ _____________

% $ $ $
%
%
%
%
%
%
%
%
%
%
%
%
%
%
______ ________
Total Investments 100% $
===== ========

___________

<FN>
See "Notes to Schedules of Investments" on page 14.
</FN>

Page 13

Schedule of Investments

THE S&P TARGET 10 PORTFOLIO, QUALIFIED 2000 SERIES
FT 331

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

10% $ $
10%
10%
10%
10%
10%
10%
10%
10%
10%
______ _______
Total Investments 100% $
===== ========

______________

<FN>
NOTES TO SCHEDULES OF INVESTMENTS

(1) All Securities are represented by regular way contracts to purchase
such Securities which are backed by an irrevocable letter of credit
deposited with the Trustee. We entered into purchase contracts for the
Securities on December __, 1999. Each Trust has a Mandatory Termination
Date of December 29, 2000.

(2) The cost of the Securities to a Trust represents the aggregate
underlying value with respect to the Securities acquired-generally
determined by the closing sale prices of the Securities on the
applicable exchange (where applicable, converted into U.S. dollars at
the offer side of the exchange rate at the Evaluation Time) at the
Evaluation Time on ____________, 1999, the business day prior to the
Initial Date of Deposit. The valuation of the Securities has been
determined by the Evaluator, an affiliate of ours. The cost of the
Securities to us and our profit or loss (which is the difference between
the cost of the Securities to us and the cost of the Securities to a
Trust) are set forth below:

Cost of
Securities Profit
to Sponsor (Loss)
___________ ______
The Dow(sm) Dividend And Repurchase Target 5 Portfolio, Qualified 2000 Series $ $
The Dow(sm) Dividend And Repurchase Target 10 Portfolio, Qualified 2000 Series
European Target 20 Portfolio, Qualified 2000 Series
The Nasdaq Target 15 Portfolio, Qualified 2000 Series
The S&P Target 10 Portfolio, Qualified 2000 Series

(3) Market capitalization is based on the market value as of the close
of business on December __, 1999.
</FN>

Page 14

The FT Series

The FT Series Defined.

We, Nike Securities L.P. (the "Sponsor"), have created several similar
yet separate series of a unit investment trust which we have named the
FT Series. We designate each of these series of the FT Series with a
different series number. Each of the following is a separate portfolio,
or series, of FT 331:

- - The Dow(sm) Dividend And Repurchase Target 5 Portfolio

- - The Dow(sm) Dividend And Repurchase Target 10 Portfolio

- - European Target 20 Portfolio

- - The Nasdaq Target 15 Portfolio

- - The S&P Target 10 Portfolio

Units of the Trusts are only available to employee benefit plans
established pursuant to Sections 401(a) or 457 of the Internal Revenue
Code of 1986, as amended ("Eligible Plans"). Eligible Plans will invest
in Units of the Trusts in accordance with allocation instructions
received from employees pursuant to their respective terms. Accordingly,
the interests of an employee in the Units of a Trust is subject to the
terms of their respective Eligible Plan and the terms on which Units of
the Trusts are offered as an investment alternative under such Eligible
Plan. As used herein, Unit holder shall refer to an Eligible Plan.

YOU MAY GET MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE AND
RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE
TRUSTEE AT 1-800-682-7520.

Mandatory Termination Date.

The Trusts will terminate on the Mandatory Termination Date set forth in
"Summary of Essential Information." Each Trust was created under the
laws of the State of New York according to a Trust Agreement (the
"Indenture") dated the Initial Date of Deposit. This agreement, entered
into among Nike Securities L.P., as Sponsor, The Chase Manhattan Bank as
Trustee, BISYS Fund Services Ohio, Inc. as Shareholder Servicing Agent
and First Trust Advisors L.P. as Portfolio Supervisor and Evaluator,
governs the operation of the Trusts.

How We Created the Trusts.

On the Initial Date of Deposit, we deposited the portfolios of common
stocks with the Trustee and in turn, the Trustee delivered documents to
us representing our ownership of the Trusts in the form of units
("Units").

With our deposit of Securities on the Initial Date of Deposit we
established a percentage relationship among the Securities in each
Trust's portfolio, as stated under "Schedule of Investments" for each
Trust. After the Initial Date of Deposit, we may deposit additional
Securities in a Trust, or cash (including a letter of credit) with
instructions to buy more Securities, to create new Units for sale. If we
create additional Units, we will attempt, to the extent practicable, to
maintain the percentage relationship established among the Securities on
the Initial Date of Deposit, and not the percentage relationship
existing on the day we are creating new 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 Securities will fluctuate daily, the ratio of
Securities in a 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 a 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 pays the associated brokerage fees. To reduce this
dilution, the Trusts 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 retain and pay us (or our affiliate) to act as agent for a
Trust to buy Securities. If we or an affiliate of ours act as agent to a
Trust we will be subject to the restrictions under the Investment
Company Act of 1940, as amended.

We cannot guarantee that a 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. However, Securities will not be sold to take
advantage of market fluctuations or changes in anticipated rates of
appreciation or depreciation, or if they no longer meet the criteria by
which they were selected. You will not be able to dispose of or vote any
of the Securities in a Trust. As the holder of the Securities, the

Page 15

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 a 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 a Trust acquires will be identical to those from the failed
contract.

Portfolios

Objectives.

When you invest in a Trust you are purchasing a quality portfolio of
attractive common stocks in one convenient purchase. The objective of
each Trust is to provide an above-average total return. To achieve this
objective, each Trust will invest in the common stocks of companies
which are selected by applying a unique specialized strategy. While the
Trusts all seek to provide above-average total return, each follows a
different investment strategy. Because the Trusts' lives are short
(approximately one year), we cannot guarantee that a Trust will achieve
its objective or that a Trust will make money once expenses are deducted.

The Dow (sm) Dividend and Repurchase Target Portfolio Strategies.

Both The Dow (sm) Dividend and Repurchase Target ("DART") 5 Portfolio
Strategy and The Dow (sm) DART 10 Portfolio Strategy select a portfolio
of Dow Jones Industrial Average ("DJIA") stocks with high dividend
yields and/or high buyback ratios, and, for the Dow (sm) DART 5
Portfolio Strategy, high return on assets, as a means to achieving each
Strategy's investment objective. By selecting stocks with the highest
dividend yields, each Strategy seeks to uncover stocks that may be out
of favor or undervalued. More recently, many companies have turned to
stock reduction programs as a tax efficient way to bolster their stock
prices and reward shareholders. Companies which have reduced their
shares through a share buyback programs may indicate a company with a
strong cash flow position and high quality earnings. Buyback ratio is
the ratio of a company's shares of common stock outstanding 12 months
prior to the date of this prospectus divided by a company's shares
outstanding as of the business day prior to the date of this prospectus,
minus "1."

The Dow(sm) DART 5 Strategy.

The Dow (sm) DART 5 Portfolio is determined as follows:

Step 1: We rank all 30 stocks contained in the DJIA by the sum of their
dividend yield and buyback ratio as of the business day prior to the
date of this prospectus.

Step 2: We then select the ten stocks with the highest combined dividend
yields and buyback ratios.

Step 3: From the ten stocks selected in Step 2, we select the five
stocks with the greatest increase in the percentage change in return on
assets in the most recent year as compared to the previous year for The
Dow(sm) DART 5 Portfolio.

The Dow(sm) DART 10 Strategy.

The Dow(sm) DART 10 Portfolio is determined as follows:

Step 1: We rank all 30 stocks contained in the DJIA by the sum of their
dividend yield and buyback ratio as of the business day prior to the
date of this prospectus.

Step 2: We then select the ten stocks with the highest combined dividend
yields and buyback ratios for The Dow(sm) DART 10 Portfolio.

European Target 20 Portfolio Strategy.

The European Target 20 Portfolio invests in stocks with high dividend
yields. Investing in stocks with high dividend yields may be effective
in achieving the Trust's investment objective, because regular dividends
are common for established companies, and dividends have historically
accounted for a large portion of the total return on stocks. The
European Target 20 Portfolio is determined as follows:

Step 1:We rank the 120 largest companies based on market capitalization
which are headquartered in Austria, Belgium, Denmark, Finland, Germany,
Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain,
Sweden, Switzerland or the United Kingdom by dividend yield as of two
business days prior to the date of this prospectus.

Step 2:We select the 20 highest dividend-yielding stocks for the
European Target 20 Portfolio.

Page 16

The Nasdaq Target 15 Portfolio Strategy.

The Nasdaq Target 15 Portfolio invests in a portfolio of 15 Nasdaq 100
Index stocks with the best overall ranking on both 12- and 6-month price
appreciation, return on assets and price to cashflow as a means to
achieving the Trust's investment objective. The Nasdaq Target 15
Portfolio is determined as follows:

Step 1: We select stocks which are components of the Nasdaq 100 Index as
of two business days prior to the date of this prospectus and
numerically rank them by 12-month price appreciation (best (1) to worst
(100)).

Step 2: We then numerically rank the stocks by six-month price
appreciation.

Step 3: The stocks are then numerically ranked by return on assets ratio.

Step 4: We then numerically rank the stocks by the ratio of cash flow
per share to stock price.

Step 5: We add up the numerical ranks achieved by each company in the
above steps and select the 15 stocks with the lowest sums for The Nasdaq
Target 15 Portfolio.

The stocks which comprise The Nasdaq Target 15 Portfolio are weighted by
market capitalization subject to the restriction that no stock will
comprise less than 1% or 25% or more of the portfolio on the date of
this prospectus. The Securities will be adjusted on a proportionate
basis to accommodate this constraint.

Companies that, based on publicly available information as of two
business days prior to the date of this prospectus, are the subject of
an announced business combination which we expect will happen within six
months of date of this prospectus have been excluded from The Nasdaq
Target 15 Portfolio.

The S&P Target 10 Portfolio Strategy.

The S&P Target 10 Portfolio invests in a portfolio of 10 of the largest
Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index")
stocks with the lowest price-to-sales ratio and greatest one-year price
appreciation as a means to achieving the Trust's investment objective.
The S&P Target 10 Portfolio is determined as follows:

Step 1: We select the 250 largest companies based on market
capitalization which are components of the S&P 500 Index as of two
business days prior to the date of this prospectus.

Step 2: From the above list, the 125 companies with the lowest price to
sales ratios are selected.

Step 3: The 10 companies which had the greatest 1-year stock price
appreciation are selected for The S&P Target 10 Portfolio.

The S&P Target 10 Portfolio will not invest more than 5% of its
portfolio in shares of any one securities-related issuer.

Please note that we applied each strategy at a particular time. If we
create additional Units of a Trust after the Initial Date of Deposit we
will deposit the Securities originally selected by applying the strategy
at such time. This is true even if a later application of a strategy
would have resulted in the selection of different securities.

"Dow Jones Industrial Average(sm) ," "Dow(sm)" and "DJIA(sm)" are
service marks of Dow Jones & Company, Inc. ("Dow Jones") and have been
licensed for use for certain purposes by First Trust Advisors L.P., an
affiliate of ours. Dow Jones does not endorse, sell or promote any of
the Trusts, in particular, The Dow (sm) DART 5 Portfolio or The Dow(sm)
DART 10 Portfolio. Dow Jones makes no representation regarding the
advisability of investing in such products.

The "Nasdaq 100(registered trademark)," "Nasdaq 100 Index(registered
trademark)," and "Nasdaq(registered trademark)" are trade or service
marks of The Nasdaq Stock Market, Inc. (which with its affiliates are
the "Corporations") and are licensed for use by us. The Nasdaq Target 15
Portfolio has not been passed on by the Corporations as to its legality
or suitability. The Nasdaq Target 15 Portfolio is not issued, endorsed,
sold, or promoted by the Corporations. The Corporations make no
warranties and bear no liability with respect to The Nasdaq Target 15
Portfolio.

"S&P," "S&P 500," and "Standard & Poor's" are trademarks of The McGraw-
Hill Companies, Inc. and have been licensed for use by us. The S&P
Target 10 Portfolio is not sponsored, endorsed, sold or promoted by
Standard & Poor's and Standard & Poor's makes no representation
regarding the advisability of investing in such Trust. Please see the
Information Supplement which sets forth certain additional disclaimers
and limitations of liabilities on behalf of Standard & Poor's.

Page 17

Risk Factors

Price Volatility. The Trusts invest in common stocks. The value of a
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 Trusts are 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 any Trust will be positive over any period of time or
that you won't lose money. Units of the Trusts are not deposits of any
bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.

Trusts which use dividend yield as a selection criteria employ a
contrarian strategy in which the Securities selected share qualities
that have caused them to have lower share prices or higher dividend
yields than other common stocks in their peer group. There is no
assurance that negative factors affecting the share price or dividend
yield of these Securities will be overcome over the life of the Trusts
or that these Securities will increase in value.

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.

Securities Selection. Please note that we applied each strategy at a
particular time. If we create additional Units of a Trust after the
Initial Date of Deposit we will deposit the Securities originally
selected by applying the strategy at such time. This is true even if a
later application of a strategy would have resulted in the selection of
different securities.

Retail Industry. Because more than 25% of The S&P Target 10 Portfolio is
invested in common stocks of companies in the retail industry, this
Trust is considered to be concentrated in this industry. A portfolio
concentrated in an industry may present more risk than a portfolio
broadly diversified over several industries. General risks of these
companies include the general state of the economy, intense competition
and consumer spending trends. A decline in the economy which results in
a reduction of consumers' disposable income can negatively impact
spending habits. Competitiveness in the retail industry will require
large capital outlays for the installation of automated checkout
equipment to control inventory, track the sale of items and gauge the
success of sales campaigns. Retailers who sell their products over the
Internet have the potential to access more consumers, but will require
sophisticated technology to remain competitive.

Technology Industry. The Nasdaq Target 15 Portfolio is considered to be
concentrated in technology stocks. Technology companies are generally
subject to the risks of rapidly changing technologies; short product
life cycles; fierce competition; aggressive pricing; frequent
introduction of new or enhanced products; the loss of patent, copyright
and trademark protections; and government regulation. Technology
companies may be smaller and less experienced companies, with limited
product lines, markets or financial resources. Technology company stocks
have experienced extreme price and volume fluctuations that are often
unrelated to their operating performance.

Legislation/Litigation. From time to time, various legislative
initiatives are proposed in the United States and abroad which may have
a negative impact on certain of the companies represented in the Trusts.
In addition, litigation regarding any of the issuers of the Securities,
such as that concerning Microsoft Corporation or Philip Morris
Companies, Inc., or of the industries represented by these issuers may
negatively impact the share prices of these Securities. We cannot
predict what impact any 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
Trusts. However, we are unable to predict what impact the Year 2000
Problem will have on any of the issuers of the Securities, but you
should note that foreign issuers may have greater difficulties than
other issuers.

Foreign Stocks. All of the Securities in the European Target 20

Page 18

Portfolio are issued by foreign companies, which makes the Trust subject
to more risks than if it invested solely in domestic common stocks.
Risks of foreign common stocks include higher brokerage costs; different
accounting standards; expropriation, nationalization or other adverse
political or economic developments; currency devaluations, blockages or
transfer restrictions; restrictions on foreign investments and exchange
of securities; inadequate financial information; lack of liquidity of
certain foreign markets; and less government supervision and regulation
of exchanges, brokers, and issuers in foreign countries.

The purchase and sale of the foreign Securities will generally occur
only in foreign securities markets. Although we do not believe that the
Trust will have problems buying and selling these Securities, certain of
the factors stated above may make it impossible to buy or sell them in a
timely manner. Custody of certain of the Securities in the European
Target 20 Portfolio is maintained by Cedel Bank S.A., a global custody
and clearing institution which has entered into a sub-custodian
relationship with the Trustee.

United Kingdom. The European Target 20 Portfolio is considered to be
concentrated in common stocks of U.K. issuers. The United Kingdom is one
of 15 members of the European Union ("EU") which was formed by the
Maastricht Treaty on European Union. It is expected that the Treaty will
have the effect of eliminating most remaining trade barriers between the
member nations and make Europe one of the largest common markets in the
world. However, the uncertain implementation of the Treaty provisions
and recent rapid political and social change throughout Europe make the
extent and nature of future economic development in the United Kingdom
and Europe and their effect on Securities issued by U.K. issuers
impossible to predict.

Unlike a majority of EU members, the United Kingdom did not convert its
currency to the new common European currency, the euro, on January 1,
1999. All companies with significant markets or operations in Europe
face strategic challenges as these entities adapt to a single currency.
The euro conversion may materially impact revenues, expenses or income;
increase competition; affect issuers' currency exchange rate risk and
derivatives exposure; cause issuers to increase spending on information
technology updates; and result in potentially adverse tax consequences.
We cannot predict when or if the United Kingdom will convert to the euro
or what impact the implementation of the euro throughout a majority of
EU countries will have on U.K. or European issuers.

Exchange Rates. Because securities of foreign issuers generally pay
dividends and trade in foreign currencies, the U.S. dollar value of
these Securities (and therefore Units of the European Target 20
Portfolio) will vary with fluctuations in foreign exchange rates. Most
foreign currencies have fluctuated widely in value against the U.S.
dollar for various economic and political reasons. The recent conversion
by eleven of the fifteen EU members of their national currencies to the
euro could negatively impact the market rate of exchange between such
currencies (or the newly created euro) and the U.S. dollar.

To determine the value of foreign Securities or their dividends, the
Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, these markets can be quite volatile, depending on the activity
of the large international commercial banks, various central banks,
large multi-national corporations, speculators and other buyers and
sellers of foreign currencies. Since actual foreign currency
transactions may not be instantly reported, the exchange rates estimated
by the Evaluator may not reflect the amount the European Target 20
Portfolio would receive, in U.S. dollars, had the Trustee sold any
particular currency in the market.

Hypothetical Performance Information

The following table compares hypothetical performance information for
the strategies employed by each Trust and the actual performance of the
DJIA, S&P 500 Index, Nasdaq 100 Index and MSCI Europe Index in each of
the full years listed below (and as of the most recent quarter).

These hypothetical returns should not be used to predict future
performance of the Trusts. Returns from a Trust will differ from its
strategy for several reasons, including the following:

- - Total Return figures shown do not reflect sales charges, commissions,
Trust expenses or taxes.

- - Strategy returns are for calendar years (and through the most recent

Page 19

quarter), while the Trusts begin and end on various dates.

- - Trusts may not be fully invested at all times or equally weighted in
all stocks comprising a strategy.

- - Securities are often purchased or sold at prices different from the
closing prices used in buying and selling Units.

- - For Trusts investing in foreign Securities, currency exchange rates
may differ.

You should note that the Trusts are not designed to parallel movements
in any index, and it is not expected that they will do so. In fact, each
Trust's strategy underperformed its comparative index in certain years
and we cannot guarantee that a Trust will outperform its respective
index over the life of a Trust or over consecutive rollover periods, if
available. Each index differs widely in size and focus, as described
below.

DJIA. The DJIA consists of 30 U.S. stocks chosen by the editors of The
Wall Street Journal as being representative of the broad market and of
American industry. Changes in the component stocks of the DJIA are made
entirely by the editors of The Wall Street Journal without consulting
the companies, the stock exchange or any official agency. For the sake
of continuity, changes are made rarely. Effective November 1, 1999, Home
Depot Inc., Microsoft Corporation, Intel Corporation and SBC
Communications Inc. were added to the DJIA, replacing Chevron
Corporation, Goodyear Tire & Rubber Company, Sears, Roebuck & Company
and Union Carbide Corporation.

S&P 500 Index. The S&P 500 Index consists of 500 stocks chosen by
Standard and Poor's to be representative of the leaders of various
industries.

Nasdaq 100 Index. The NASDAQ 100 Index consists of the 100 largest non-
financial companies listed on the NASDAQ National Market System. As of
December 18, 1998, the constituents are constructed using a modified
market capitalization approach.

MSCI Europe Index. The MSCI Europe Index is an equity market
capitalization weighted index consisting of over 500 companies from all
of the developed markets in Europe.

Page 20

COMPARISON OF TOTAL RETURN (2)

Hypothetical Strategy Total Returns (1) Index Total Returns
_______________________________________ ___________________

Dow (sm) Dow (sm) European The S&P The Nasdaq MSCI
DART 5 DART 10 Target 20 Target 10 Target 15 Europe S&P 500 Nasdaq
Year Strategy Strategy Strategy Strategy Strategy DJIA Index Index 100 Index
____ ________ ________ _________ ________ _________ _____ _________ __________ _________

1972 18.16% 23.76% 18.38%
1973 10.84% -2.26% -13.20%
1974 2.22% -7.11% -23.64%
1975 47.74% 57.78% 44.46%
1976 30.10% 35.18% 22.80%
1977 3.37% -1.95% -12.91%
1978 11.00% -1.95% 2.66%
1979 17.64% 13.01% 43.17% 10.60% 18.22%
1980 44.01% 24.80% 54.15% 21.90% 32.11%
1981 -6.01% 2.02% -10.59% -3.61% -4.92%
1982 22.07% 27.46% 38.21% 26.85% 21.14%
1983 37.02% 40.44% 20.01% 25.82% 22.28%
1984 13.40% 6.22% 2.00% 16.34% 1.29% 1.26% 6.22%
1985 43.24% 39.31% 79.54% 43.49% 33.28% 79.79% 31.77%
1986 49.49% 41.95% 42.53% 21.81% 22.94% 27.00% 44.46% 18.31% 6.89%
1987 6.03% 5.24% 14.86% 9.16% 14.10% 5.66% 4.10% 5.33% 10.49%
1988 18.40% 19.02% 16.77% 20.35% -0.59% 16.03% 16.35% 16.64% 13.54%
1989 40.15% 28.49% 33.09% 39.62% 37.33% 32.09% 29.06% 31.35% 26.17%
1990 5.78% 1.27% -0.49% -5.64% -5.39% -0.73% -3.37% -3.30% -10.41%
1991 42.59% 43.84% 16.59% 24.64% 109.27% 24.19% 13.66% 30.40% 64.99%
1992 12.91% 8.53% -4.03% 24.66% -0.15% 7.39% -4.25% 7.62% 8.86%
1993 19.89% 21.15% 37.38% 42.16% 28.55% 16.87% 29.79% 9.95% 11.67%
1994 -5.73% 0.17% -0.51% 8.17% 10.50% 5.03% 2.66% 1.34% 1.74%
1995 46.58% 38.14% 34.71% 25.26% 53.80% 36.67% 22.13% 37.22% 43.01%
1996 35.45% 34.93% 24.35% 26.61% 60.03% 28.71% 21.57% 22.82% 42.74%
1997 21.68% 25.64% 28.91% 61.46% 35.15% 24.82% 24.20% 33.21% 20.76%
1998 27.43% 19.96% 35.77% 53.85% 123.10% 18.03% 28.80% 28.57% 85.43%
1999 13.93% 22.11% -1.47% 32.51% 13.91% -2.43% 5.34% 31.22%
(thru
9/30)

____________

<FN>
(1) The Strategy stocks for each Strategy for a given year consist of
the common stocks selected by applying the respective Strategy as of the
beginning of the period.

(2) Total Return represents the sum of the change in market value of
each group of stocks between the first and last trading day of a period
plus the total dividends paid on each group of stocks during such period
divided by the opening market value of each group of stocks as of the
first trading day of a period. Total Return figures assume that all
dividends are reinvested semi-annually and all returns are stated in terms
of U.S. dollars. Based on the year-by-year returns contained in the table,
over the full years listed above, The Dow(sm) DART 5 Strategy, The Dow(sm)
DART 10 Strategy, European Target 20 Strategy, The S&P Target 10
Strategy and The Nasdaq Target 15 Strategy achieved an average annual
total return of 21.66%, 18.94, 22.42%, 26.40% and 32.79%, respectively.
In addition, over each stated period, each individual strategy achieved
a greater average annual total return than that of its corresponding
index, the DJIA; the MSCI Europe Index; the S&P 500 Index; and the Nasdaq
100 Index which were 13.45%, 19.05%, 17.61% and 22.60%, respectively.
</FN>

Page 21

Public Offering

The Public Offering Price.

You may buy Units at the Public Offering Price, the price per Unit of
which 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 maximum sales charge (which consists solely of 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, changes in the
relevant currency exchange rates, changes in the applicable commissions,
stamp taxes, custodial fees and other costs associated with foreign
trading, and changes in the value of the Income and/or Capital Accounts.

Securities purchased with the portion of the Public Offering Price
intended to be used to reimburse the Sponsor for a Trust's organization
costs (including costs of preparing the registration statement, the
Indenture and other closing documents, registering Units with the
Securities and Exchange Commission ("SEC") and states, the initial audit
of each Trust portfolio, legal fees and the initial fees and expenses of
the Trustee) will be purchased in the same proportionate relationship as
all the Securities contained in a Trust. Securities will be sold to
reimburse the Sponsor for a Trust's organization costs at the earlier of
six months after the Initial Date of Deposit or the end of the initial
offering period (a significantly shorter time period than the life of
the Trusts). During the period ending with the earlier of six months
after the Initial Date of Deposit or the end of the initial offering
period, there may be a decrease in the value of the Securities. To the
extent the proceeds from the sale of these Securities are insufficient
to repay the Sponsor for Trust organization costs, the Trustee will sell
additional Securities to allow a Trust to fully reimburse the Sponsor.
In that event, the net asset value per Unit of a Trust will be reduced
by the amount of additional Securities sold. Although the dollar amount
of the reimbursement due to the Sponsor will remain fixed and will never
exceed the per Unit amount set forth for a Trust in "Statements of Net
Assets," this will result in a greater effective cost per Unit to Unit
holders for the reimbursement to the Sponsor. To the extent actual
organization costs are less than the estimated amount, only the actual
organization costs will be deducted from the assets of a Trust. When
Securities are sold to reimburse the Sponsor for organization costs, the
Trustee will sell Securities, to the extent practicable, which will
maintain the same proportionate relationship among the Securities
contained in a Trust as existed prior to such sale.

Although you are not required to pay for your Units until three business
days following your order (the "date of settlement"), you may pay before
then. You will become the owner of Units ("Record Owner") 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
the Securities Exchange Act of 1934.

Sales Charges.

The maximum sales charge is entirely deferred. The deferred sales charge
is a fixed dollar amount equal to $_____ per Unit per month and will be
deducted from a Trust's assets on approximately the twentieth day of
each month over the life of a Trust. If you purchase Units after the
initial deferred sales charge payment, you will only be subject to any
remaining deferred sales charge payments. At a Public Offering Price of
$_____ per Unit, the maximum sales charge equals % of the Public
Offering Price. The maximum sales charge will vary from % with
changes in the Public Offering Price but in no case will it exceed %
of the Public Offering Price (equivalent to % of the net amount
invested, exclusive of the deferred sales charge).

The Value of the Securities.

The Evaluator will appraise the aggregate underlying value of the
Securities in a Trust as of the Evaluation Time on each business day 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

Page 22

the next determination of price. The term "business day" as used in this
prospectus will exclude Saturdays, Sundays and certain national holidays
on which the NYSE is closed.

The aggregate underlying value of the Securities in a 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, their value 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 valuation). If current ask prices are unavailable, the
valuation 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 aggregate underlying value of the Securities in the Global Target 15
Portfolio during the initial offering period is computed on the basis of
the offering side value of the relevant currency exchange rate expressed
in U.S. dollars as of the Evaluation Time.

After the initial offering period is over, the aggregate underlying
value of the Securities will be determined as set forth above, except
that bid prices are used instead of ask prices when necessary. In
addition, during this period the aggregate underlying value of the
Securities is computed on the basis of the bid side value of the
relevant currency exchange rate expressed in U.S. dollars as of the
Evaluation Time.

Distribution of Units

We intend to qualify Units of the Trusts for sale in a number of states.
All Units will be sold at the then current Public Offering Price.

Dealer Concessions.

Dealers and others can purchase Units at prices which represent a
concession or agency commission of up to $____ per Unit for primary and
secondary market sales.

Dealers and others who sell Units of a Trust in the dollar amounts shown
below will be entitled to the following additional sales concessions per
Unit:

Total sales per Trust Additional
(in millions) Concession
_____________________ __________
$ 50 but less than $100 $
$100 but less than $150 $
$150 or more $

Dealers and other selling agents who, during any consecutive 12-month
period, sell at least $2 billion worth of primary market units of unit
investment trusts sponsored by us will receive a concession of $30,000
in the month following the achievement of this level. We reserve the
right to change the amount of concessions or agency commissions from
time to time. If we reacquire, or the Trustee redeems, Units from
brokers, dealers or other selling agents while a market is being
maintained for such Units, such entities agree to immediately repay to
us any concession or agency commission relating to the reacquired Units.
Certain commercial banks may be making Units of the Trusts 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.

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 Trusts. In addition, we will pay to dealers who sponsor
sales contests or recognition programs that conform to our criteria, or
participate in our sales programs, amounts equal to no more than the
total applicable sales charge on Units sold by such persons during such
programs. We make these payments out of our own assets and not out of
Trust assets. These programs will not change the price you pay for your
Units.

Investment Comparisons.

From time to time we may compare the estimated returns of a Trust (which
may show performance net of the expenses and charges a Trust would have

Page 23

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 indices, 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, BusinessWeek, Forbes or
Fortune. The investment characteristics of each Trust differ from other
comparative investments. You should not assume that these performance
comparisons will be representative of a Trust's future performance.

The Sponsor's Profits

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

In maintaining a market for Units, any difference between the price at
which we purchase Units and the price at which we sell or redeem them
will be a profit or loss to us.

The Secondary Market

Although not obligated, 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.

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.

How We Purchase Units

The Trustee will notify us of any tender of Units for redemption. If our
bid is equal to or greater than the Redemption Price per Unit, we may
purchase the Units. You will receive your proceeds from the sale 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.

Expenses and Charges

The estimated annual expenses of the Trusts are listed under "Fee
Table." If actual expenses of a Trust exceed the estimate, that Trust
will bear the excess. The Trustee will pay operating expenses of the
Trusts from the Income Account of a 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 may earn interest on
these funds, thus benefiting from their use.

As Sponsor, we will be compensated for providing bookkeeping and other
administrative services to the Trusts, and will receive brokerage fees
when a 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 Trusts and will
receive the fees set forth under "Fee Table" for providing portfolio
supervisory and evaluation services to the Trusts. 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 Trusts.

The fees payable to us, First Trust Advisors L.P. and the Trustee are
based on the largest aggregate number of Units of a 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. The fees payable to the Shareholder Servicing Agent are assessed
on a per Trust basis. Each of these fees may be adjusted for inflation

Page 24

without Unit holders' approval, but in no case will the annual fee 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 service in such year.

In addition to a Trust's operating expenses, and the fees described
above, the Trusts may also incur the following charges:

- - A quarterly license fee payable by certain of the Trusts for the use
of certain trademarks and trade names of Dow Jones, Standard & Poor's or
The Nasdaq Stock Market, Inc.;

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

- - The expenses and costs incurred by the Trustee to protect a Trust and
your rights and interests;

- - 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 a Trust;

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

- - Foreign custodial and transaction fees, if any; and/or

- - All taxes and other government charges imposed upon the Securities or
any part of a Trust.

The above expenses and the Trustee's annual fee are secured by a lien on
a Trust. 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 a Trust. If there is not enough cash in
the Income or Capital Accounts of a Trust, the Trustee has the power to
sell Securities in a Trust to make cash available to pay these charges.
Any compensation or other consideration we or our affiliates receive on
Units held in Eligible Plans offered to employees of ours or our
affiliates will be remitted to such Eligible Plans to the extent the
receipt of such compensation or other consideration by us or our
affiliates is not permitted by ERISA.

Tax Status

Each Trust is not an association taxable as a corporation for federal
income tax purposes. Because the Eligible Plans are exempt from tax
under Sections 501(a) or 457 of the Internal Revenue Code of 1986, as
amended, while Units are held by Eligible Plans, neither such Eligible
Plans nor any participating employee will be taxed on income from a Trust.

Under the existing income tax laws of the State and City of New York,
the Trusts are not associations taxable as corporations.

Rights of Unit Holders

Unit Ownership.

The Trustee will treat the Shareholder Servicing Agent as sole Record
Owner of Units on its books. The Shareholder Servicing Agent will keep a
record of all individual Unit holders on its books. It is your
responsibility to notify the Shareholder Servicing Agent when you become
Record Owner, but normally your broker/dealer provides this notice. All
Units will be held in uncertificated (book-entry) form.

The Shareholder Servicing Agent will establish an account for you and
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 Shareholder Servicing Agent will send you:

- - 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 ("TIN");

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

- - The date the transfer was registered.

Unit Holder Reports.

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

- - A summary of transactions in your Trust for the year;

- - A list of any Securities sold during the year and the Securities held
at the end of that year by your Trust;

Page 25

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

- - Amounts of income and capital distributed during the year.

You may request from the Shareholder Servicing Agent copies of the
evaluations of the Securities as prepared by the Evaluator.

Income and Capital Distributions

You are eligible to receive distributions on your Units only after you
become a Record Owner. The Trustee will credit dividends received on a
Trust's Securities to the Income Account of such Trust. All other
receipts, such as return of capital, are credited to the Capital Account
of such Trust.

The Trustee will distribute any net income in the Income Account as part
of the final liquidation distributions in the case of "Rollover Unit
holders" and others. The Trustee will also distribute amounts in the
Capital Account as part of the final liquidation distribution in the
case of "Rollover Unit holders" and others. No income distribution will
be paid if accrued expenses of a Trust exceed amounts in the Income
Account. Distribution amounts will vary with changes in a Trust's fees
and expenses, in dividends received and with the sale of Securities. For
purposes of distributions, the "Record Date" shall be the Mandatory
Termination Date and Unit holders on the Record Date shall receive
distributions as part of the final liquidation distribution (the
"Distribution Date").

We anticipate that there will be enough money in the Capital Account of
a Trust to pay the deferred sales charge. If not, the Trustee may sell
Securities to meet the shortfall.

Within a reasonable time after a Trust is terminated, unless you are a
Rollover Unit holder, you will receive the pro rata share of the money
from the sale of the Securities and any other assets remaining in your
Trust, after deducting any unpaid expenses.

The Trustee may establish reserves (the "Reserve Account") within a
Trust to cover anticipated state and local taxes or any governmental
charges to be paid out of that Trust.

Redeeming Your Units

Each Eligible Plan may redeem all or a portion of its Units at any time
by sending a request for redemption to the Shareholder Servicing Agent,
who will forward such information to the Trustee. The redemption request
must be properly endorsed with proper instruments of transfer and
signature guaranteed by an eligible institution. 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 redemption request (if such day is a day the NYSE is open
for trading). However, if your redemption request is 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 a 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 a Trust.

The Trustee may sell Securities of a Trust to make funds available for
redemption. If Securities are sold, the size and diversification of a
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:

- - If the NYSE is closed (other than customary weekend and holiday
closings);

- - If the 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

- - 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.

Page 26

The Redemption Price.

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

adding

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

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

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

deducting

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

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

3. estimated accrued expenses of such Trust, if any;

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

5. liquidation costs for foreign Securities, if any; and

6. other liabilities incurred by such Trust; and

dividing

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

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 organization costs as set forth under "Fee Table."

Investing in a New Trust

Each Trust's portfolio has been selected on the basis of capital
appreciation potential for a limited time period. When each Trust is
about to terminate, you may have the option to roll your proceeds into
the next series of a Trust (the "New Trusts") if one is available. We
intend to create the New Trusts in conjunction with the termination of
the Trusts and plan to apply the same strategy we used to select the
portfolio for the Trusts to the New Trusts.

If your Eligible Plan assets are invested in Units of a Trust on the
Mandatory Termination Date set forth under "Summary of Essential
Information" (a "Rollover Unit holder"), the Trustee, acting in its
capacity as Distribution Agent, will redeem such Units and reinvest the
proceeds into a New Trust, provided such New Trust is offered and Units
are available. If you no longer wish to have your Eligible Plan assets
invested in a Trust you can change your Eligible Plan allocation
instructions at any time as permitted by your Eligible Plan. As a
Rollover Unit holder, your Units will be redeemed and the underlying
Securities sold by the Distribution Agent on the Mandatory Termination
Date. The Distribution Agent may engage us or other brokers as its agent
to sell the Securities.

Once all of the Securities are sold, your proceeds, less any brokerage
fees, governmental charges or other expenses involved in the sales, will
be used to buy units of a New Trust or trust with a similar investment
strategy that you have selected, provided such trusts are registered and
being offered. Accordingly, proceeds may be uninvested for up to several
days. Units purchased with rollover proceeds will generally be purchased
subject only to the maximum remaining deferred sales charge on such
units (currently expected to be approximately $___ per unit).

We intend to create New Trust units as quickly as possible, depending on
the availability of the Securities contained in a New Trust's portfolio.
Rollover Unit holders will be given first priority to purchase New Trust
units. We cannot, however, assure the exact timing of the creation of
New Trust units or the total number of New Trust units we will create.
Any proceeds not invested on behalf of Rollover Unit holders in New
Trust units will be distributed within a reasonable time after such
occurrence. Although we believe that enough New Trust units can be
created, monies in a New Trust may not be fully invested on the next
business day.

If you elect not to participate as a Rollover Unit holder ("Remaining
Unit holders"), you will not incur capital gains or losses due to the
Special Redemption and Liquidation, nor will you be charged any
additional sales charge. We may modify, amend or terminate this rollover
option upon 60 days notice.

Removing Securities from a Trust

The portfolios of the Trusts are not managed. However, we may, but are
not required to, direct the Trustee to dispose of a Security in certain
limited circumstances, including situations in which:

- - The issuer of the Security defaults in the payment of a declared

Page 27

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, the issuer's credit standing, or otherwise
damage the sound investment character of the Security;

- - The issuer has defaulted on the payment of any other of its
outstanding obligations; or

- - The price of the Security has declined to such an extent, or such
other credit factors exist, that in our opinion keeping the Security
would be harmful to a Trust.

Except in the limited instance in which a Trust acquires Replacement
Securities, as described in "The FT Series," a Trust may not acquire any
securities or other property other than the Securities. The Trustee, on
behalf of a 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 a Trust, at our instruction they will
either be sold or held in such 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 a Trust for distribution 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 Trusts to facilitate selling
Securities, exchanged securities or property from the Trusts. 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 sell Securities designated by us, or, absent our
direction, at its own discretion, in order to meet redemption requests
or pay expenses. In designating Securities to be sold, we will try to
maintain the proportionate relationship among the Securities. If this is
not possible, the composition and diversification of a Trust may be
changed. To get the best price for a Trust we may 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 when we make recommendations to the Trustee as to which
broker/dealers they select to execute the Trusts' portfolio
transactions, or when acting as agent for the Trusts in acquiring or
selling Securities on behalf of the Trusts.

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, each Trust will terminate on
the Mandatory Termination Date. A 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 such 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 such Trust during the initial offering
period ("Discretionary Liquidation Amount"); or

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

Prior to termination, the Trustee will send written notice to all Unit
holders which will specify how you should tender your Units. If a Trust
is terminated due to this last reason, we will refund your entire sales
charge; however, we will not refund any sales charge if a Trust is
terminated before the Mandatory Termination Date for any other stated
reason. For various reasons, including Unit holders' participation as
Rollover Unit holders, a Trust may be reduced below the Discretionary
Liquidation Amount and could therefore be terminated before the
Mandatory Termination Date.

Unless terminated earlier, the Trustee will begin to sell Securities in
connection with the termination of a Trust during the period beginning
nine business days prior to, and no later than, the Mandatory
Termination Date. We will determine the manner and timing of the sale of

Page 28

Securities. 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 sales price than might
otherwise be realized if such sale were not required at this time.

If you do not elect to participate in the Rollover Option, you will
receive a cash distribution from the sale of the remaining Securities,
along with your interest in the Income and Capital Accounts, within a
reasonable time after your Trust is terminated. Regardless of the
distribution involved, the Trustee will deduct from a Trust any accrued
costs, expenses, advances or indemnities provided for 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, Shareholder
Servicing Agent 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

First Trust introduced the first insured unit investment trust in 1974.
To date we have deposited more than $25 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, 1998, the total partners' capital of
Nike Securities L.P. was $18,506,548 (audited).

This information refers only to us and not to the Trusts or to any
series of the Trusts 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 Trusts, 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.

The Shareholder Servicing Agent.

Limitations of Liabilities of Sponsor, Shareholder Servicing Agent and
Trustee.

Neither we, the Shareholder Servicing Agent nor the Trustee will be
liable 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 Shareholder
Servicing Agent's and 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

Page 29

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 SEC;

- - 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, Shareholder Servicing Agent 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, but will not be liable to the Trustee, Sponsor,
Shareholder Servicing Agent 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 Trusts.

Experts.

Ernst & Young LLP, independent auditors, have audited the Trusts'
statements of net assets, including the schedules of investments, at the
opening of business on the Initial Date of Deposit, as set forth in
their report. We've included the Trusts' statements of net assets,
including the schedules of investments, in the prospectus and elsewhere
in the 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 SEC and to which we have referred throughout. This information
states more specific details concerning the nature, structure and risks
of this product.

Page 30

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Page 31

FIRST TRUST (registered trademark)

FT 331

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

________________________

When Units of the Trusts are no longer available, this prospectus may be
used as a preliminary prospectus for a future series, in which case you
should note the following:

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL, OR ACCEPT OFFERS TO BUY, SECURITIES OF A FUTURE SERIES
UNTIL THAT SERIES HAS BECOME EFFECTIVE WITH THE SECURITIES AND EXCHANGE
COMMISSION. NO SECURITIES CAN BE SOLD IN ANY STATE WHERE A SALE WOULD BE
ILLEGAL.

________________________

This prospectus contains information relating to the above-mentioned
unit investment trusts, 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. 333-88643) and

- - Investment Company Act of 1940 (file no. 811-05903)

Information about the Trusts can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington
D.C. Information regarding the operation of the Commission's Public
Reference Room may be obtained by calling the Commission at 1-202-942-
8090.

Information about the Trusts is available on the EDGAR Database on the
Commission's Internet site at http://www.sec.gov.

To obtain copies at prescribed rates -

Write: Public Reference Section of the Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0102
e-mail address: publicinfo@sec.gov

___________, 1999

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE

Page 32

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 331 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.

This Information Supplement is dated ___________, 1999. Capitalized
terms have been defined in the prospectus.

Table of Contents

Dow Jones & Company, Inc. 1
The Nasdaq Stock Market, Inc. 2
Standard & Poor's 2
Risk Factors
Securities 3
Dividends 3
Foreign Issuers 3
United Kingdom 4
Exchange Rate 5
Litigation
Microsoft Corporation 8
Tobacco Industry 8
Concentrations
Banks and Thrifts 8
Retail Companies 10
Technology Companies 10
Portfolios
Equity Securities Selected for The Dow(sm) DART 5 Portfolio, Qualified 2000 Series 11
Equity Securities Selected for The Dow(sm) DART 10 Portfolio, Qualified 2000 Series 11
Equity Securities Selected for European Target 20 Portfolio, Qualified 2000 Series 12
Equity Securities Selected for The S&P Target 10 Portfolio, Qualified 2000 Series 12
Equity Securities Selected for The Nasdaq Target 15 Portfolio, Qualified 2000 Series 12

Dow Jones & Company, Inc.

The Trusts are not sponsored, endorsed, sold or promoted by Dow Jones &
Company, Inc. ("Dow Jones"). Dow Jones makes no representation or
warranty, express or implied, to the owners of the Trusts or any member
of the public regarding the advisability of investing in securities
generally or in the Trusts particularly. Dow Jones' only relationship to
the Sponsor is the licensing of certain trademarks, trade names and
service marks of Dow Jones and of the Dow Jones Industrial Average(sm),
which is determined, composed and calculated by Dow Jones without regard
to the Sponsor or the Trusts. Dow Jones has no obligation to take the
needs of the Sponsor or the owners of the Trusts into consideration in
determining, composing or calculating the Dow Jones Industrial
Average(sm). Dow Jones is not responsible for and has not participated
in the determination of the timing of, prices at, or quantities of the
Trusts to be issued or in the determination or calculation of the
equation by which the Trusts are to be converted into cash. Dow Jones
has no obligation or liability in connection with the administration,
marketing or trading of the Trusts.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE
DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN AND DOW
JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR

Page 1

INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE SPONSOR, OWNERS OF THE TRUSTS, OR
ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL
AVERAGE(SM) OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO EXPRESS OR
IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT
TO THE DOW JONES INDUSTRIAL AVERAGE(SM) OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR
CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

The Nasdaq Stock Market, Inc.

The Nasdaq Target 15 Portfolio Series is not sponsored, endorsed, sold
or promoted by The Nasdaq Stock Market, Inc. (including its affiliates)
(Nasdaq, with its affiliates, are referred to as the "Corporations").
The Corporations have not passed on the legality or suitability of, or
the accuracy or adequacy of descriptions and disclosures relating to
Nasdaq Target 15 Portfolio Series. The Corporations make no
representation or warranty, express or implied, to the owners of Units
of Nasdaq Target 15 Portfolio Series or any member of the public
regarding the advisability of investing in securities generally or in
Nasdaq Target 15 Portfolio Series particularly, or the ability of the
Nasdaq 100 Index(registered trademark) to track general stock market
performance. The Corporations' only relationship to the Sponsor
("Licensee") is in the licensing of the Nasdaq 100(registered
trademark), Nasdaq 100 Index(registered trademark) and Nasdaq(registered
trademark) trademarks or service marks, and certain trade names of the
Corporations and the use of the Nasdaq 100 Index(registered trademark)
which is determined, composed and calculated by Nasdaq without regard to
Licensee or The Nasdaq Target 15 Portfolio Series. Nasdaq has no
obligation to take the needs of the Licensee or the owners of Units of
Nasdaq Target 15 Portfolio Series into consideration in determining,
composing or calculating the Nasdaq 100 Index(registered trademark). The
Corporations are not responsible for and have not participated in the
determination of the timing of, prices at or quantities of Nasdaq Target
15 Portfolio Series to be issued or in the determination or calculation
of the equation by which Nasdaq Target 15 Portfolio Series is to be
converted into cash. The Corporations have no liability in connection
with the administration, marketing or trading of Nasdaq Target 15
Portfolio Series.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ 100 INDEX(registered trademark) OR ANY DATA
INCLUDED THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE NASDAQ
TARGET 15 PORTFOLIO SERIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE NASDAQ 100 INDEX(registered trademark) OR ANY DATA INCLUDED
THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES AND
EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE NASDAQ 100
INDEX(registered trademark) OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE
ANY LIABILITY FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY
OF SUCH DAMAGES.

Standard & Poor's

The Trusts are not sponsored, endorsed, sold or promoted by Standard &
Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P"). S&P makes
no representation or warranty, express or implied, to the owners of the
Trusts or any member of the public regarding the advisability of
investing in securities generally or in the Trusts particularly or the
ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to the licensee is the licensing of certain
trademarks and trade names of S&P and of the S&P 500 Index, which is
determined, composed and calculated by S&P without regard to the
licensee or the Trusts. S&P has no obligation to take the needs of the
licensee or the owners of the Trusts into consideration in determining,
composing or calculating the S&P 500 Index. S&P is not responsible for
and has not participated in the determination of the prices and amount
of the Trusts or the timing of the issuance or sale of the Trusts or in
the determination or calculation of the equation by which the Trusts are

Page 2

to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing or trading of the Trusts.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P
500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY
FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE
LICENSEE, OWNERS OF THE TRUSTS, OR ANY OTHER PERSON OR ENTITY FROM THE
USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES,
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY
FOR ANY SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF.

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. From September
30, 1997 through October 30, 1997, amid record trading volume, the S&P
500 Index and DJIA declined 4.60% and 7.09%, respectively. In addition,
against a backdrop of continued uncertainty regarding the current global
currency crisis and falling commodity prices, during the period between
July 31, 1998 and September 30, 1998, the S&P 500 and DJIA declined by
8.97% and 11.32%, respectively.

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. Shareholders of common stocks of the type held
by the Trusts have a right to receive dividends only when and if, and in
the amounts, declared by the issuer's board of directors and have a
right to participate in amounts available for distribution by the issuer
only after all other claims on the issuer have been paid or provided
for. Common stocks do not represent an obligation of the issuer and,
therefore, do not offer any assurance of income or provide the same
degree of protection of capital as do debt securities. The issuance of
additional debt securities or preferred stock will create prior claims
for payment of principal, interest and dividends which could adversely
affect the ability and inclination of the issuer to declare or pay
dividends on its common stock or the rights of holders of common stock
with respect to assets of the issuer upon liquidation or bankruptcy.
Cumulative preferred stock dividends must be paid before common stock
dividends, and any cumulative preferred stock dividend omitted is added
to future dividends payable to the holders of cumulative preferred
stock. Preferred stockholders are also generally entitled to rights on
liquidation which are senior to those of common stockholders.

Foreign Issuers. Since all of the Securities included in the European
Target 20 Portfolio consist of securities of foreign issuers, an
investment in such a Trust involves certain investment risks that are
different in some respects from an investment in a trust which invests
entirely in the securities of domestic issuers. These investment risks
include future political or governmental restrictions which might
adversely affect the payment or receipt of payment of dividends on the
relevant Securities, the possibility that the financial condition of the
issuers of the Securities may become impaired or that the general
condition of the relevant stock market may worsen (both of which would
contribute directly to a decrease in the value of the Securities and
thus in the value of the Units), the limited liquidity and relatively
small market capitalization of the relevant securities market,
expropriation or confiscatory taxation, economic uncertainties and

Page 3

foreign currency devaluations and fluctuations. In addition, for foreign
issuers that are not subject to the reporting requirements of the
Securities Exchange Act of 1934, there may be less publicly available
information than is available from a domestic issuer. Also, foreign
issuers are not necessarily subject to uniform accounting, auditing and
financial reporting standards, practices and requirements comparable to
those applicable to domestic issuers. The securities of many foreign
issuers are less liquid and their prices more volatile than securities
of comparable domestic issuers. In addition, fixed brokerage commissions
and other transaction costs on foreign securities exchanges are
generally higher than in the United States and there is generally less
government supervision and regulation of exchanges, brokers and issuers
in foreign countries than there is in the United States. However, due to
the nature of the issuers of the Securities selected for the European
Target 20 Portfolio, the Sponsor believes that adequate information will
be available to allow the Supervisor to provide portfolio surveillance
for the Trust.

Securities issued by non-U.S. issuers generally pay dividends in foreign
currencies and are principally traded in foreign currencies. Therefore,
there is a risk that the United States dollar value of these securities
will vary with fluctuations in the U.S. dollar foreign exchange rates
for the various Securities. See "Exchange Rate" below.

On the basis of the best information available to the Sponsor at the
present time, none of the Securities in the European Target 20 Portfolio
are subject to exchange control restrictions under existing law which
would materially interfere with payment to the Trust of dividends due
on, or proceeds from the sale of, the Securities. However, there can be
no assurance that exchange control regulations might not be adopted in
the future which might adversely affect payment to the Trust. The
adoption of exchange control regulations and other legal restrictions
could have an adverse impact on the marketability of international
securities in the European Target 20 Portfolio and on the ability of the
Trust to satisfy their obligation to redeem Units tendered to the
Trustee for redemption. In addition, restrictions on the settlement of
transactions on either the purchase or sale side, or both, could cause
delays or increase the costs associated with the purchase and sale of
the foreign Securities and correspondingly could affect the price of the
Units.

Investors should be aware that it may not be possible to buy all
Securities at the same time because of the unavailability of any
Security, and restrictions applicable to a Trust relating to the
purchase of a Security by reason of the federal securities laws or
otherwise.

Foreign securities generally have not been registered under the
Securities Act of 1933 and may not be exempt from the registration
requirements of such Act. Sales of non-exempt Securities by a Trust in
the United States securities markets are subject to severe restrictions
and may not be practicable. Accordingly, sales of these Securities by a
Trust will generally be effected only in foreign securities markets.
Although the Sponsor does not believe that the European Target 20
Portfolio will encounter obstacles in disposing of the Securities,
investors should realize that the Securities may be traded in foreign
countries where the securities markets are not as developed or efficient
and may not be as liquid as those in the United States. The value of the
Securities will be adversely affected if trading markets for the
Securities are limited or absent.

United Kingdom. The emphasis of the United Kingdom's economy is in the
private services sector, which includes the wholesale and retail sector,
banking, finance, insurance and tourism. Services as a whole account for
a majority of the United Kingdom's gross national product and makes a
significant contribution to the country's balance of payments. The
portfolios of the International Trusts may contain common stocks of
British companies engaged in such industries as banking, chemicals,
building and construction, transportation, telecommunications and
insurance. Many of these industries may be subject to government
regulation, which may have a materially adverse effect on the
performance of their stock. In the first quarter of 1998, gross domestic
product (GDP) of the United Kingdom grew to a level 3.0% higher than in
the first quarter of 1997, however the overall rate of GDP growth has
slowed since the third quarter of 1997. The slow down largely reflects a
deteriorating trade position and higher indirect taxes. The average
quarterly rate of GDP growth in the United Kingdom (as well as in Europe
generally) has been decelerating since 1994. The United Kingdom is a
member of the European Union (the "EU") which was created through the
formation of the Maastricht Treaty on European Union in late 1993. It is
expected that the Treaty will have the effect of eliminating most
remaining trade barriers between the 15 member nations and make Europe
one of the largest common markets in the world. However, the effective

Page 4

implementation of the Treaty provisions and the rate at which trade
barriers are eliminated is uncertain at this time. Furthermore, the
recent rapid political and social change throughout Europe make the
extent and nature of future economic development in the United Kingdom
and Europe and the impact of such development upon the value of
Securities issued by United Kingdom companies impossible to predict.

A majority of the EU members converted their existing sovereign
currencies to a common currency (the "euro") on January 1, 1999. The
United Kingdom did not participate in this conversion on January 1, 1999
and the Sponsor is unable to predict if or when the United Kingdom will
convert to the euro. Moreover, it is not possible to accurately predict
the effect of the current political and economic situation upon long-
term inflation and balance of trade cycles and how these changes, as
well as the implementation of a common currency throughout a majority of
EU countries, would affect the currency exchange rate between the U.S.
dollar and the British pound sterling. In addition, United Kingdom
companies with significant markets or operations in other European
countries (whether or not such countries are participating) face
strategic challenges as these entities adapt to a single trans-national
currency. The euro conversion may have a material impact on revenues,
expenses or income from operations; increase competition due to the
increased price transparency of EU markets; affect issuers' currency
exchange rate risk and derivatives exposure; disrupt current contracts;
cause issuers to increase spending on information technology updates
required for the conversion; and result in potential adverse tax
consequences. The Sponsor is unable to predict what impact, if any, the
euro conversion will have on any of the Securities issued by United
Kingdom companies in the International Trusts.

Exchange Rate. The European Target 20 Portfolio is comprised totally of
Securities that are principally traded in foreign currencies and as
such, involve investment risks that are substantially different from an
investment in a fund which invests in securities that are principally
traded in United States dollars. The United States dollar value of the
portfolio (and hence of the Units) and of the distributions from the
portfolio will vary with fluctuations in the United States dollar
foreign exchange rates for the relevant currencies. Most foreign
currencies have fluctuated widely in value against the United States
dollar for many reasons, including supply and demand of the respective
currency, the rate of inflation in the respective economies compared to
the United States, the impact of interest rate differentials between
different currencies on the movement of foreign currency rates, the
balance of imports and exports goods and services, the soundness of the
world economy and the strength of the respective economy as compared to
the economies of the United States and other countries.

The post-World War II international monetary system was, until 1973,
dominated by the Bretton Woods Treaty which established a system of
fixed exchange rates and the convertibility of the United States dollar
into gold through foreign central banks. Starting in 1971, growing
volatility in the foreign exchange markets caused the United States to
abandon gold convertibility and to effect a small devaluation of the
United States dollar. In 1973, the system of fixed exchange rates
between a number of the most important industrial countries of the
world, among them the United States and most Western European countries,
was completely abandoned. Subsequently, major industrialized countries
have adopted "floating" exchange rates, under which daily currency
valuations depend on supply and demand in a freely fluctuating
international market. Many smaller or developing countries have
continued to "peg" their currencies to the United States dollar although
there has been some interest in recent years in "pegging" currencies to
"baskets" of other currencies or to a Special Drawing Right administered
by the International Monetary Fund. In Europe, the euro has been
developed. Currencies are generally traded by leading international
commercial banks and institutional investors (including corporate
treasurers, money managers, pension funds and insurance companies). From
time to time, central banks in a number of countries also are major
buyers and sellers of foreign currencies, mostly for the purpose of
preventing or reducing substantial exchange rate fluctuations.

Exchange rate fluctuations are partly dependent on a number of economic
factors including economic conditions within countries, the impact of
actual and proposed government policies on the value of currencies,
interest rate differentials between the currencies and the balance of
imports and exports of goods and services and transfers of income and
capital from one country to another. These economic factors are
influenced primarily by a particular country's monetary and fiscal
policies (although the perceived political situation in a particular
country may have an influence as well-particularly with respect to

Page 5

transfers of capital). Investor psychology may also be an important
determinant of currency fluctuations in the short run. Moreover,
institutional investors trying to anticipate the future relative
strength or weakness of a particular currency may sometimes exercise
considerable speculative influence on currency exchange rates by
purchasing or selling large amounts of the same currency or currencies.
However, over the long term, the currency of a country with a low rate
of inflation and a favorable balance of trade should increase in value
relative to the currency of a country with a high rate of inflation and
deficits in the balance of trade.

The following tables set forth, for the periods indicated, the range of
fluctuation concerning the equivalent U.S. dollar rates of exchange and
end of month equivalent U.S. dollar rates of exchange for the United
Kingdom pound sterling and the euro:

Foreign Exchange Rates

Range of Fluctuations
in Foreign Currencies
United Kingdom
Annual Pound Sterling/
Period U.S. Dollar
_____ ____________
1983 0.616-0.707
1984 0.670-0.864
1985 0.672-0.951
1986 0.643-0.726
1987 0.530-0.680
1988 0.525-0.601
1989 0.548-0.661
1990 0.504-0.627
1991 0.499-0.624
1992 0.499-0.667
1993 0.630-0.705
1994 0.610-0.684
1995 0.610-0.653
1996 0.583-0.670
1997 0.584-0.633
1998 0.584-0.620

Source: Bloomberg L.P.

Page 6

End of Month Exchange Rates End of Month Exchange Rates
for Foreign Currencies for Foreign Currencies (continued)

United Kingdom United Kingdom
Pound Sterling/ Euro/ Pound Sterling/ Euro/
Monthly Period U.S. Dollar U.S. Dollar Monthly Period U.S. Dollar U.S. Dollar
___________ ____________ ________ ____________ ____________ ________

1992: December .645 N.A.
January .559 N.A. 1996:
February .569 N.A. January .661 N.A.
March .576 N.A. February .653 N.A.
April .563 N.A. March .655 N.A.
May .546 N.A. April .664 N.A.
June .525 N.A. May .645 N.A.
July .519 N.A. June .644 N.A.
August .503 N.A. July .642 N.A.
September .563 N.A. August .639 N.A.
October .641 N.A. September .639 N.A.
November .659 N.A. October .615 N.A.
December .662 N.A. November .595 N.A.
1993: December .583 N.A.
January .673 N.A. 1997:
February .701 N.A. January .624 N.A.
March .660 N.A. February .614 N.A.
April .635 N.A. March .611 N.A.
May .640 N.A. April .616 N.A.
June .671 N.A. May .610 N.A.
July .674 N.A. June .600 N.A.
August .670 N.A. July .609 N.A.
September .668 N.A. August .622 N.A.
October .676 N.A. September .619 N.A.
November .673 N.A. October .598 N.A.
December .677 N.A. November .592 N.A.
1994: December .607 N.A.
January .664 N.A. 1998:
February .673 N.A. January .613 N.A.
March .674 N.A. February .609 N.A.
April .659 N.A. March .598 N.A.
May .662 N.A. April .598 N.A.
June .648 N.A. May .613 N.A.
July .648 N.A. June .600 N.A.
August .652 N.A. July .613 N.A.
September .634 N.A. August .595 N.A.
October .611 N.A. September .589 N.A.
November .639 N.A. October .596 N.A.
December .639 N.A. November .607 N.A.
1995: December .602 N.A.
January .633 N.A. 1999:
February .631 N.A. January .608 1.136
March .617 N.A. February .624 1.103
April .620 N.A. March .621 1.076
May .630 N.A. April .621 1.057
June .627 N.A. May .624 1.042
July .626 N.A. June .634 1.035
August .645 N.A. July .617 1.071
September .631 N.A. August .623 1.056
October .633 N.A. September .607 1.068
November .652 N.A. October .608 1.055
November .623 1.010
December 30

Source: Bloomberg L.P.

Page 7

The Evaluator will estimate current exchange rates for the relevant
currencies based on activity in the various currency exchange markets.
However, since these markets are volatile and are constantly changing,
depending on the activity at any particular time of the large
international commercial banks, various central banks, large multi-
national corporations, speculators and other buyers and sellers of
foreign currencies, and since actual foreign currency transactions may
not be instantly reported, the exchange rates estimated by the Evaluator
may not be indicative of the amount in United States dollars the
International Trusts would receive had the Trustee sold any particular
currency in the market. The foreign exchange transactions of the
International Trusts will be conducted by the Trustee with foreign
exchange dealers acting as principals on a spot (i.e., cash) buying
basis. Although foreign exchange dealers trade on a net basis, they do
realize a profit based upon the difference between the price at which
they are willing to buy a particular currency (bid price) and the price
at which they are willing to sell the currency (offer price).

Litigation

Microsoft Corporation. Microsoft Corporation is currently engaged in
litigation with Sun Microsystems, Inc., the U.S. Department of Justice,
several state Attorneys General and Caldera, Inc. The complaints against
Microsoft include copyright infringement, unfair competition and anti-
trust violations. The claims seek injunctive relief and monetary
damages. As of November 5, 1999, Microsoft's management asserted that
resolving these matters will not have a material adverse impact on its
financial position or its results of operation.

Tobacco Industry. Certain of the issuers of Securities in certain Trusts
may be involved in the manufacture, distribution and sale of tobacco
products. Pending litigation proceedings against such issuers in the
United States and abroad cover a wide range of matters including product
liability and consumer protection. Damages claimed in such litigation
alleging personal injury (both individual and class actions), and in
health cost recovery cases brought by governments, labor unions and
similar entities seeking reimbursement for health care expenditures,
aggregate many billions of dollars.

In November 1998, certain companies in the U.S. tobacco industry entered
into a negotiated settlement with several states which would result in
the resolution of significant litigation and regulatory issues affecting
the tobacco industry generally. The proposed settlement, while extremely
costly to the tobacco industry, would significantly reduce uncertainties
facing the industry and increase stability in business and capital
markets. Future litigation and/or legislation could adversely affect the
value, operating revenues and financial position of tobacco companies.
The Sponsor is unable to predict the outcome of litigation pending
against tobacco companies or how the current uncertainty concerning
regulatory and legislative measures will ultimately be resolved. These
and other possible developments may have a significant impact upon both
the price of such Securities and the value of Units of Trusts containing
such Securities.

Concentrations

Banks and Thrifts. Certain Trusts may be considered to be concentrated
in common stocks of financial institutions. See "Risk Factors" in the
prospectus which will indicate, if applicable, a Trust's concentration
in this industry. Banks, thrifts and their holding companies are
especially subject to the adverse effects of economic recession,
volatile interest rates, portfolio concentrations in geographic markets
and in commercial and residential real estate loans, and competition
from new entrants in their fields of business. Banks and thrifts are
highly dependent on net interest margin. Recently, bank profits have
come under pressure as net interest margins have contracted, but volume
gains have been strong in both commercial and consumer products. There
is no certainty that such conditions will continue. Bank and thrift
institutions had received significant consumer mortgage fee income as a
result of activity in mortgage and refinance markets. As initial home
purchasing and refinancing activity subsided, this income diminished.
Economic conditions in the real estate markets, which have been weak in
the past, can have a substantial effect upon banks and thrifts because
they generally have a portion of their assets invested in loans secured
by real estate. Banks, thrifts and their holding companies are subject
to extensive federal regulation and, when such institutions are state-
chartered, to state regulation as well. Such regulations impose strict
capital requirements and limitations on the nature and extent of
business activities that banks and thrifts may pursue. Furthermore, bank
regulators have a wide range of discretion in connection with their
supervisory and enforcement authority and may substantially restrict the

Page 8

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

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

The Federal Bank Holding Company Act of 1956 generally prohibits a bank
holding company from (1) acquiring, directly or indirectly, more than 5%
of the outstanding shares of any class of voting securities of a bank or
bank holding company, (2) acquiring control of a bank or another bank
holding company, (3) acquiring all or substantially all the assets of a
bank, or (4) merging or consolidating with another bank holding company,
without first obtaining Federal Reserve Board ("FRB") approval. In
considering an application with respect to any such transaction, the FRB
is required to consider a variety of factors, including the potential
anti-competitive effects of the transaction, the financial condition and

Page 9

future prospects of the combining and resulting institutions, the
managerial resources of the resulting institution, the convenience and
needs of the communities the combined organization would serve, the
record of performance of each combining organization under the Community
Reinvestment Act and the Equal Credit Opportunity Act, and the
prospective availability to the FRB of information appropriate to
determine ongoing regulatory compliance with applicable banking laws. In
addition, the federal Change In Bank Control Act and various state laws
impose limitations on the ability of one or more individuals or other
entities to acquire control of banks or bank holding companies.

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

Retail Companies. Certain Portfolios are considered to be concentrated
in common stocks of retail companies. See "Risk Factors" in the
prospectus which will indicate, if applicable, a Trust's concentration
in this industry. The profitability of companies engaged in the retail
industry will be affected by various factors including the general state
of the economy and consumer spending trends. Recently, there have been
major changes in the retail environment due to the declaration of
bankruptcy by some of the major corporations involved in the retail
industry, particularly the department store segment. The continued
viability of the retail industry will depend on the industry's ability
to adapt and to compete in changing economic and social conditions, to
attract and retain capable management, and to finance expansion.
Weakness in the banking or real estate industry, a recessionary economic
climate with the consequent slowdown in employment growth, less
favorable trends in unemployment or a marked deceleration in real
disposable personal income growth could result in significant pressure
on both consumer wealth and consumer confidence, adversely affecting
consumer spending habits. In addition, competitiveness of the retail
industry will require large capital outlays for investment in the
installation of automated checkout equipment to control inventory, to
track the sale of individual items and to gauge the success of sales
campaigns. Increasing employee and retiree benefit costs may also have
an adverse effect on the industry. In many sectors of the retail
industry, competition may be fierce due to market saturation, converging
consumer tastes and other factors. Because of these factors and the
recent increase in trade opportunities with other countries, American
retailers are now entering global markets which entail added risks such
as sudden weakening of foreign economies, difficulty in adapting to
local conditions and constraints and added research costs.

Technology Companies. Certain Portfolios are considered to be
concentrated in common stocks of technology companies. See "Risk
Factors" in the prospectus which will indicate, if applicable, a Trust's
concentration in this industry.

Technology companies generally include companies involved in the
development, design, manufacture and sale of computers and peripherals,
software and services, data networking/communications equipment,
internet access/information providers, semiconductors and semiconductor
equipment and other related products, systems and services. The market
for these products, especially those specifically related to the
Internet, is characterized by rapidly changing technology, rapid product
obsolescence, cyclical market patterns, evolving industry standards and
frequent new product introductions. The success of the issuers of the
Securities depends in substantial part on the timely and successful
introduction of new products. An unexpected change in one or more of the
technologies affecting an issuer's products or in the market for
products based on a particular technology could have a material adverse
affect on an issuer's operating results. Furthermore, there can be no
assurance that the issuers of the Securities will be able to respond in
a timely manner to compete in the rapidly developing marketplace.

Based on trading history of common stock, factors such as announcements
of new products or development of new technologies and general
conditions of the industry have caused and are likely to cause the
market price of high-technology common stocks to fluctuate
substantially. In addition, technology company stocks have experienced
extreme price and volume fluctuations that often have been unrelated to

Page 10

the operating performance of such companies. This market volatility may
adversely affect the market price of the Securities and therefore the
ability of a Unit holder to redeem Units at a price equal to or greater
than the original price paid for such Units.

Some key components of certain products of technology issuers are
currently available only from single sources. There can be no assurance
that in the future suppliers will be able to meet the demand for
components in a timely and cost effective manner. Accordingly, an
issuer's operating results and customer relationships could be adversely
affected by either an increase in price for, or an interruption or
reduction in supply of, any key components. Additionally, many
technology issuers are characterized by a highly concentrated customer
base consisting of a limited number of large customers who may require
product vendors to comply with rigorous industry standards. Any failure
to comply with such standards may result in a significant loss or
reduction of sales. Because many products and technologies of technology
companies are incorporated into other related products, such companies
are often highly dependent on the performance of the personal computer,
electronics and telecommunications industries. There can be no assurance
that these customers will place additional orders, or that an issuer of
Securities will obtain orders of similar magnitude as past orders from
other customers. Similarly, the success of certain technology companies
is tied to a relatively small concentration of products or technologies.
Accordingly, a decline in demand of such products, technologies or from
such customers could have a material adverse impact on issuers of the
Securities.

Many technology companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their
proprietary rights in their products and technologies. There can be no
assurance that the steps taken by the issuers of the Securities to
protect their proprietary rights will be adequate to prevent
misappropriation of their technology or that competitors will not
independently develop technologies that are substantially equivalent or
superior to such issuers' technology. In addition, due to the increasing
public use of the Internet, it is possible that other laws and
regulations may be adopted to address issues such as privacy, pricing,
characteristics, and quality of Internet products and services. For
example, recent proposals would prohibit the distribution of obscene,
lascivious or indecent communications on the Internet. The adoption of
any such laws could have a material adverse impact on the Securities in
a Trust.

Like many areas of technology, the semiconductor business environment is
highly competitive, notoriously cyclical and subject to rapid and often
unanticipated change. Recent industry downturns have resulted, in part,
from weak pricing, persistent overcapacity, slowdown in Asian demand and
a shift in retail personal computer sales toward the low end, or "sub-
$1,000" segment. Industry growth is dependent upon several factors,
including: the rate of global economic expansion; demand for products
such as personal computers and networking and communications equipment;
excess productive capacity and the resultant effect on pricing; and the
rate of growth in the market for low-priced personal computers.

Portfolios

Equity Securities Selected for The Dow(sm) DART 5 Portfolio

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Equity Securities Selected for The Dow(sm) DART 10 Portfolio

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Page 11

, headquartered in
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Equity Securities Selected for European Target 20 Portfolio

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Equity Securities Selected for S&P Target 10 Portfolio

, headquartered in
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Equity Securities Selected for Nasdaq Target 15 Portfolio

Page 12

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

Page 13

MEMORANDUM

Re: FT 331

The only difference of consequence (except as described
below) between FT 288, which is the current fund, and FT 331, 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 FT
288 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 331 has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Villxage of Lisle
and State of Illinois on December 22, 1999.

FT 331
(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

David J. Allen Sole Director of
Nike Securities December 22, 1999
Corporation, the
General Partner of
Nike Securities L.P. Robert M. Porcellino
Attorney-in-Fact**

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

** An executed copy of the related power of attorney was filed
with the Securities and Exchange Commission in connection
with Amendment No. 1 to form S-6 of The First Trust 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 FT 331 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