1933 ACT FILE NO.: 333-_____
1940 ACT FILE NO.: 811-21056
CIK NO.: 1263720

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

A. Exact name of trust: ADVISOR'S DISCIPLINED TRUST, SERIES 10

B. Name of depositor: FIXED INCOME SECURITIES, L.P.

C. Complete address of depositor's principal executive offices:

18925 Base Camp Road
Monument, Colorado 80132

D. Name and complete address of agent for service:

WITH A COPY TO:
CRAIG FIDLER
General Counsel MARK J. KNEEDY
Fixed Income Securities, L.P. Chapman and Cutler LLP
18925 Base Camp Road 111 West Monroe Street
Monument, Colorado 80132 Chicago, Illinois 60603-4080

E. Title of securities being registered: Units of undivided beneficial
interest in the trust

F. Approximate date of proposed public offering:

AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT

[ ] Check box if it is proposed that this filing will become effective
on _______, 2004 at _____ 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.

The information in this prospectus is not complete and may be changed. No one
may sell units of the trust until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell units and is not soliciting an offer to buy units in any state where the
offer or sale is not permitted.

PRELIMINARY PROSPECTUS DATED MAY 28, 2004
SUBJECT TO COMPLETION

SENIOR VARIABLE RATE CLOSED-END PORTFOLIO
SERIES 3

(ADVISOR'S DISCIPLINED TRUST, SERIES 10)

A portfolio of shares of closed-end
funds that invest in senior corporate
loans seeking high current income

PROSPECTUS

JUNE __, 2004

[LOGO]
As with any investment, the Securities
ADVISOR'S and Exchange Commission has not approved
ASSET MANAGEMENT or disapproved of these securities or
passed upon the adequacy or accuracy of
A DIVISION OF FIXED this prospectus. Any contrary
INCOME SECURITIES, L.P. representation is a criminal offense.

- ------------------
INVESTMENT SUMMARY
- ------------------

INVESTMENT OBJECTIVE

The trust seeks to provide high current interest income.

PRINCIPAL INVESTMENT STRATEGY

The trust seeks to provide high current income by investing in a portfolio
primarily consisting of common stock of closed-end investment companies (known
as "closed-end funds") that invest in senior corporate loans. We<FN1>* selected
the portfolio in an effort to offer investors greater diversification by
investing in a range of closed-end funds that are further diversified across
underlying senior loans. Approximately 75% of the portfolio consists of funds
classified as "non-diversified" under the Investment Company Act of 1940. These
funds have the ability to invest more than 5% of their assets in securities of a
single issuer which could reduce diversification. In selecting these closed-end
funds, we considered factors such as historical returns, income potential,
potential future growth, portfolio diversification and advisor experience,
however, we did not use a specific credit quality strategy. Under normal
circumstances, the trust will invest at least 80% of its assets in closed-end
investment companies having policies to invest at least 80% of their assets in
senior loans.

PRINCIPAL RISKS

As with all investments, you can lose money by investing in this trust. The
trust also might not perform as well as you expect. This can happen for reasons
such as these:

* SECURITY PRICES WILL FLUCTUATE. The value of your investment may fall over
time.

* THE VALUE OF THE SECURITIES IN THE CLOSED-END FUNDS WILL GENERALLY FALL IF
INTEREST RATES, IN GENERAL, RISE. No one can predict whether interest rates
will rise or fall in the future.

* THE BORROWER ON A LOAN MAY BE UNABLE TO MAKE INTEREST AND/OR PRINCIPAL
PAYMENTS IN THE FUTURE. This may reduce the level of dividends a closed-end
fund pays which would reduce your income and cause the value of your units
to fall.

* THE FINANCIAL CONDITION OF A LOAN BORROWER MAY WORSEN OR ITS CREDIT RATINGS
MAY DROP, RESULTING IN A REDUCTION IN THE VALUE OF YOUR UNITS. This may
occur at any point in time, including during the primary offering period.

* THE CLOSED-END FUNDS HELD BY THE TRUST INVEST IN SENIOR LOANS. Although
senior loans in which the closed-end funds invest may be secured by specific
collateral, there can be no assurance that liquidation of collateral would
satisfy the borrower's obligation in the event of non-payment of scheduled
principal or interest or that such collateral could be readily liquidated.
Senior loans in which the closed-end funds invest generally are of below
investment grade credit quality, may be unrated at the time of investment,
generally are not registered with the Securities and Exchange Commission
("SEC") or any state securities commission, and generally are not listed on
any securities exchange. In addition, the amount of public information
available on senior loans generally is less extensive than that available for
other types of assets.

* THE TRUST INVESTS IN SHARES OF CLOSED-END FUNDS. You should understand the
section titled "Closed-End Funds" before you invest. In particular, shares
of these funds tend to trade at a discount from their net asset value and are
subject to risks related to factors such as the manager's ability to achieve
a fund's objective, market conditions affecting a fund's investments and use
of leverage. The trust and the underlying funds have management and
operating expenses. You will bear not only your share of the trust's
expenses, but also the expenses of the underlying funds. By investing in
other funds, the trust incurs greater expenses than you would incur if you
invested directly in the funds.

* THE CLOSED-END FUNDS MAY INVEST IN SECURITIES RATED BELOW INVESTMENT GRADE
AND ARE CONSIDERED TO BE "JUNK" SECURITIES. These securities are considered
to be speculative and are subject to greater market and credit risks.
Accordingly, the risk of default is higher than investment grade securities.
In addition, these securities may be more sensitive to interest rate changes
and may be more likely to make early returns of principal.

* WE DO NOT ACTIVELY MANAGE THE PORTFOLIO. While the closed-end funds have
managed portfolios, except in limited circumstances, the trust will hold, and
continue to buy, shares of the same funds even if their market value
declines.

- --------------------
<FN1>* "FIS," "we" and related terms mean Fixed Income Securities, L.P., the
trust sponsor, unless the context clearly suggests otherwise.

2 Investment Summary

WHO SHOULD INVEST

You should consider this investment if you want:

* to own securities representing interests in managed funds that invest in
senior corporate loans.

* the potential to receive high current income that can adjust with interest
rate movements.

You should not consider this investment if you:

* are uncomfortable with the risks of an unmanaged investment in closed-end
funds that invest in senior corporate loans.

* seek capital appreciation.

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

ESSENTIAL INFORMATION
---------------------

UNIT PRICE AT INCEPTION $10.000

INCEPTION DATE June __, 2004
TERMINATION DATE __________, ____

ESTIMATED NET ANNUAL DISTRIBUTIONS
First year $_______ per unit
Subsequent years $_______ per unit

DISTRIBUTION DATES Last day of each month
RECORD DATES 15th day of each month

INITIAL DISTRIBUTION DATE __________, ____
INITIAL RECORD DATE __________, ____

CUSIP NUMBER __________

TICKER SYMBOL __________

MINIMUM INVESTMENT $1,000/100 units

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

FEES AND EXPENSES

The amounts below are estimates of the direct and indirect expenses that you
may incur based on a $10 unit price. Actual expenses may vary.

AS A % OF AMOUNT
OF $1,000 PER 100
SALES FEE INVESTED UNITS
------------------------

Initial sales fee 1.00% $10.00
Deferred sales fee 3.95 39.50
------- -------
Maximum sales fee 4.95% $49.50
======= =======

ORGANIZATION COSTS % $
======= =======

AS A % OF AMOUNT
ANNUAL TRUST PER 100
OPERATING EXPENSES ASSETS UNITS
------------------------

Trustee fee & expenses % $
Supervisory, evaluation
and administration fees 0.101 1.00
Closed-end fund expenses
------- -------
Total % $
======= =======

The initial sales fee is the difference between the total sales fee (4.95% of
the unit offering price) and the remaining deferred sales fee. The deferred
sales fee is fixed at $0.395 per unit and is paid in eleven monthly installments
beginning ________, 2004. Although not an actual trust operating expense, the
trust will indirectly bear management and operating expenses of the closed-end
funds in the estimated amounts shown above under "Closed-end fund expenses".
These expenses are estimated based on the actual expenses charged in a fund's
most recent fiscal year but are subject to change in the future.

EXAMPLE

This example helps you compare the cost of this trust with other unit trusts
and mutual funds. In the example we assume that the expenses do not change and
that the trust's annual return is 5%. Your actual returns and expenses will
vary. Based on these assumptions, you would pay these expenses for every $10,000
you invest in the trust:

1 year $_____
3 years $_____
5 years (life of trust) $_____

These amounts are the same regardless of whether you sell your investment at
the end of a period or continue to hold your investment.

Investment Summary 3

SENIOR VARIABLE RATE CLOSED-END PORTFOLIO, SERIES 3
(ADVISOR'S DISCIPLINED TRUST, SERIES 10)
PORTFOLIO
AS OF THE TRUST INCEPTION DATE, JUNE __, 2004

PERCENTAGE OF MARKET COST OF
NUMBER TICKER AGGREGATE OFFERING VALUE PER SECURITIES
OF SHARES SYMBOL ISSUER PRICE SHARE(1) TO TRUST(2)
- -------------------------------------------------------------------------------------------------------------------------------

% $ $

- -------- --------- ----------
100.00% $
======== ========= ==========

<FN>
Notes to Portfolio

(1) Some securities may be represented by contracts to purchase such securities.
The cost of each security is based on the most recent closing sale price of
each security as of the close of regular trading on the New York Stock
Exchange on the business day prior to the trust's inception date.

(2) The cost of the securities to the sponsor and the sponsor's profit or (loss)
(which is the difference between the cost of the securities to the sponsor
and the cost of the securities to the trust) are $________ and ($_____)
respectively.

4 Investment Summary

- -----------------------------
UNDERSTANDING YOUR INVESTMENT
- -----------------------------

HOW TO BUY UNITS

You can buy units of the trust on any business day the New York Stock
Exchange is open by contacting your financial professional. Unit prices are
available daily on the Internet at WWW.AAMUNITTRUST.COM. The public offering
price of units includes:

* the net asset value per unit plus

* the sales fee.

The "net asset value per unit" is the value of the securities, cash and other
assets in the trust reduced by the liabilities of the trust divided by the total
units outstanding. We often refer to the public offering price of units as the
"offer price" or "purchase price." We must receive your order to buy units
prior to the close of regular trading on the New York Stock Exchange (normally
4:00Ep.m. Eastern time) to give you the price for that day. If we receive your
order after this time, you will receive the price computed on the next business
day.

RETIREMENT ACCOUNTS. The portfolio may be suitable for purchase in tax-
advantaged retirement accounts. You should contact your financial professional
about the accounts offered and any additional fees imposed.

VALUE OF THE SECURITIES. We determine the value of the securities as of the
close of regular trading on the New York Stock Exchange on each day that
exchange is open. During the initial offering period, the value of the
securities includes organization costs.

Pricing the Securities. We generally determine the value of securities using
the last sale price for securities traded on a national securities exchange or
the Nasdaq Stock Market. For this purpose, the trustee provides us closing
prices from a reporting service approved by us. In some cases we will price a
security based on its fair value after considering appropriate factors relevant
to value of the security. We will only do this if a security is not principally
traded on a national securities exchange or the Nasdaq Stock Market, or if the
market quotes are unavailable or inappropriate.

We determined the initial prices of the securities shown under "Portfolio" in
this prospectus as described above at the close of regular trading on the
New York Stock Exchange on the business day before the date of this prospectus.
On the first day we sell units we will compute the unit price as of the close of
regular trading on the New York Stock Exchange or the time the registration
statement filed with the Securities and Exchange Commission becomes effective,
if later.

Organization Costs. During the initial offering period, part of the value of
the units represents an amount that will pay the costs of creating your trust.
These costs include the costs of preparing the registration statement and legal
documents, federal and state registration fees, the initial fees and expenses of
the trustee and the initial audit. Your trust will sell securities to reimburse
us for these costs at the end of the initial offering period or after six
months, if earlier. The net asset value per unit will decline when the trust
pays these costs.

Understanding Your Investment 5

SALES FEE. You pay a fee in connection with purchasing units. We refer to
this fee as the "sales fee." The total sales fee equals 4.95% of the public
offering price per unit at the time of purchase. This is equivalent to 5.208%
of the net amount invested. You pay the initial sales fee at the time you buy
units. The initial sales fee is the difference between the total sales fee
(4.95% of the public offering price per unit) and the remaining fixed dollar
deferred sales fee. The initial sales fee will be approximately 1.00% of the
public offering price per unit depending on the public offering price per unit.
The deferred sales fee is fixed at $0.395 per unit. Your trust pays the
deferred sales fee in equal monthly installments as described on page 3. If you
redeem or sell your units prior to collection of the total deferred sales fee,
you will pay any remaining deferred sales fee upon redemption or sale of your
units.

If you purchase units after the last deferred sales fee payment has been
assessed, your sales fee will consist of a one-time initial sales fee of 4.95%
of the public offering price (equivalent to 5.208% of the net amount invested).
The sales fee will be reduced by 1/2 of 1% on each subsequent June ____,
commencing June ____, 2005 to a minimum sales fee of 3.00%.

REDUCING YOUR SALES FEE. We offer a variety of ways for you to reduce the
fee you pay. It is your financial professional's responsibility to alert us of
any discount when you order units. Since the deferred sales fee is a fixed
dollar amount per unit, your trust must charge this fee per unit regardless of
any discounts. However, if you are eligible to receive a discount such that
your total sales fee is less than the fixed dollar amount of the deferred sales
fee, we will credit you the difference between your total sales fee and this
fixed dollar fee at the time you buy units.

Large Purchases. You can reduce your sales fee by increasing the size of
your investment:

IF YOU PURCHASE: YOUR FEE WILL BE:
------------------------------------------

Less than $50,000 4.95%
$50,000 - $99,999 4.70
$100,000 - $249,999 4.45
$250,000 - $499,999 3.95
$500,000 or more 2.95

We apply these fees as a percent of the public offering price per unit at the
time of purchase. We also apply the different purchase levels on a unit basis
using a $10 unit equivalent. For example, if you purchase between 10,000 and
24,999 units, your fee is 4.45% of your public offering price per unit.

You may AGGREGATE unit purchases by the same person on any single day from
any one broker-dealer to qualify for a purchase level. You can also include
these purchases as your own for purposes of this aggregation:

* purchases by your spouse or minor children and

* purchases by your trust estate or fiduciary accounts.

The discounts described above apply during the initial offering period and in
the secondary market.

Fee Accounts. We waive a portion of the sales fee for purchases made through
registered investment advisers, certified financial planners or registered
broker-dealers who charge periodic fees in lieu of commissions or who charge for
financial planning or for investment advisory or asset management services or
provide these services as part of an investment account where a comprehensive

6 Understanding Your Investment

"wrap fee" is imposed. Investors may purchase units of the trust in these
accounts at the public offering price less 3.00%.

This discount applies during the initial offering period and in the secondary
market. We reserve the right to limit or deny purchases of units in fee
accounts by investors or selling firms whose frequent trading activity is
determined to be detrimental to the trust.

Employees. We waive a portion of the sales fee for purchases made by
officers, directors and employees of the sponsor and its affiliates. We also
waive a portion of the sales fee for purchases made by registered
representatives of selling firms and their family members (spouses, children and
parents). These purchases may be made at the public offering price per unit
less the applicable regular dealer concession. This discount applies during the
initial offering period and in the secondary market.

Exchange Option. We waive a portion of the sales fee on units of the trust
offered in this prospectus if you buy your units with redemption or termination
proceeds from any of our other unit trusts. You may also purchase units of the
trust offered in this prospectus at this reduced fee if you purchase your units
with termination proceeds from an unaffiliated unit trust. The discounted public
offering price per unit for these transactions is equal to the regular public
offering price per unit less 1.00%. However, if you invest redemption or
termination proceeds of $500,000 or more in units of the trust, the maximum
sales fee on your units will be limited to the maximum sales fee for the
applicable amount invested in the table under "Large Purchases" above. Please
note that if you purchase units of the trust in this manner using redemption
proceeds from trusts which assess the amount of any remaining deferred sales fee
at redemption, you should be aware that any deferred sales fee remaining on
these units will be deducted from those redemption proceeds. In order to
qualify for this discount, your unit redemption or trust termination must occur
on the same day that you purchase units of the trust offered in this prospectus.
These discounts apply only during the initial offering period.

HOW TO SELL YOUR UNITS

You can sell or redeem your units on any business day the New York Stock
Exchange is open by contacting your financial professional. Unit prices are
available daily on the internet at WWW.AAMUNITTRUST.COM or through your
financial professional. The sale and redemption price of units is equal to the
net asset value per unit and is sometimes referred to as the "liquidation
price." You pay any remaining deferred sales fee when you sell or redeem your
units. Certain broker-dealers may charge a transaction fee for processing unit
redemption or sale requests.

SELLING UNITS. We may maintain a secondary market for units. This means
that if you want to sell your units, we may buy them at the current net asset
value. We may then resell the units to other investors at the public offering
price or redeem them for the redemption price. Our secondary market repurchase
price is the same as the redemption price. Certain broker-dealers might also
maintain a secondary market in units. You should contact your financial
professional for current repurchase prices to determine the best price
available. We may discontinue our secondary market at any time without notice.
Even if we do not make a market, you will be able to redeem your units with the
trustee on any business day for the current net asset value.

Understanding Your Investment 7

REDEEMING UNITS. You may also redeem your units directly with the trustee,
The Bank of New York, on any day the New York Stock Exchange is open. The
redemption price that you will receive for units is equal to the net asset value
per unit. You will pay any remaining deferred sales fee at the time you redeem
units. The trustee must receive your completed redemption request prior to the
close of regular trading on the New York Stock Exchange for you to receive the
net asset value for a particular day. If your request is received after that
time or is incomplete in any way, you will receive the next net asset value
computed after the trustee receives your completed request.

If you redeem your units, the trustee will generally send you a payment for
your units no later than seven days after it receives all necessary
documentation (this will usually only take three business days). The only time
the trustee can delay your payment is if the New York Stock Exchange is closed
(other than weekends or holidays), the Securities and Exchange Commission
determines that trading on that exchange is restricted or an emergency exists
making sale or evaluation of the securities not reasonably practicable, and for
any other period that the Securities and Exchange Commission permits.

To redeem your units, you must send the trustee any certificates for your
units. You must properly endorse your certificates or sign a written transfer
instrument with a signature guarantee. The trustee may require additional
documents such as a certificate of corporate authority, trust documents, a death
certificate, or an appointment as executor, administrator or guardian. The
trustee cannot complete your redemption or send your payment to you until it
receives all of these documents in complete form.

You can request an in-kind distribution of the securities underlying your
units if you tender at least 2,500 units for redemption (or such other amount as
required by your financial professional's firm). This option is generally
available only for securities traded and held in the United States. The trustee
will make any in-kind distribution of securities by distributing applicable
securities in book entry form to the account of your financial professional at
Depository Trust Company. You will receive whole shares of the applicable
securities and cash equal to any fractional shares. You may not request this
option in the last 30 days of your trust's life. We may discontinue this option
upon sixty days notice.

EXCHANGE OPTION. You may be able to exchange your units for units of our
unit trusts at a reduced sales fee. You can contact your financial professional
for more information about trusts currently available for exchanges. Before you
exchange units, you should read the prospectus carefully and understand the
risks and fees. You should then discuss this option with your financial
professional to determine whether your investment goals have changed, whether
current trusts suit you and to discuss tax consequences. We may discontinue
this option at any time upon sixty days notice.

8 Understanding Your Investment

DISTRIBUTIONS

MONTHLY DISTRIBUTIONS. Your trust generally pays distributions from its net
investment income along with any excess capital on each monthly distribution
date to unitholders of record on the preceding record date. The record and
distribution dates are shown under "Essential Information" in the "Investment
Summary" section of this prospectus. In some cases, your trust might pay a
special distribution if it holds an excessive amount of cash pending
distribution. For example, this could happen as a result of a merger or similar
transaction involving a company whose stock is in your portfolio. The amount of
your distributions will vary from time to time as companies change their
dividends or trust expenses change.

The estimated net annual distributions are also shown under "Essential
Information" in the "Investment Summary" section of this prospectus. We base the
estimate of the dividends the trust will receive from the closed-end funds by
annualizing the most recent dividends declared by the closed-end funds. Due to
various factors, actual dividends received from the closed-end funds will most
likely differ from their most recent annualized dividends. The actual net annual
distributions you will receive will vary with changes in the trust's fees and
expenses, in dividends received and with the sale of securities. The estimated
net annual distributions for subsequent years are expected to be less than
estimated distributions for the first year because a portion of the securities
included in the trust portfolio will be sold during the first year to pay for
organization costs and the deferred sales fee.

REPORTS. The trustee or your financial professional will make available to
you a statement showing income and other receipts of your trust for each
distribution. Each year the trustee will also provide an annual report on your
trust's activity and certain tax information. You can request copies of
security evaluations to enable you to complete your tax forms and audited
financial statements for your trust, if available.

INVESTMENT RISKS

All investments involve risk. This section describes the main risks that can
impact the value of the securities in your portfolio. You should understand
these risks before you invest. If the value of the securities falls, the value
of your units will also fall. We cannot guarantee that your trust will achieve
its objective or that your investment return will be positive over any period.

MARKET RISK is the risk that the value of the securities in your trust will
fluctuate. This could cause the value of your units to fall below your original
purchase price. Market value fluctuates in response to various factors. These
can include changes in interest rates, inflation, the financial condition of a
security's issuer, perceptions of the issuer, or ratings on a security. Even
though we supervise your portfolio, you should remember that we do not manage
your portfolio. Your trust will not sell a security solely because the market
value falls as is possible in a managed fund.

INTEREST RATE RISK is the risk that the value of bonds held by a closed-end
fund will fall if interest rates increase. The securities held by the closed-
end funds typically fall in value when interest rates rise and rise in value
when interest rates fall. The securities held by the closed-end funds with
longer periods before maturity are often more sensitive to interest rate
changes.

CREDIT RISK is the risk that a borrower is unable to meet its obligation to
pay principal or interest on a loan held by a closed-end fund.

Understanding Your Investment 9

CLOSED-END FUNDS. Your portfolio invests in shares of closed-end investment
companies. You should understand the section titled "Closed-End Funds" before
you invest.

SENIOR LOANS. The closed-end funds held by your trust invest in senior
loans. Senior loans are issued by banks, other financial institutions and other
investors to corporations, partnerships, limited liability companies and other
entities to finance leveraged buyouts, recapitalizations, mergers, acquisitions,
stock repurchases, debt refinancings and, to a lesser extent, for general
operating and other purposes. Further information about senior loans appears in
the following section entitled "Senior Loan Investments."

An investment by the closed-end funds in senior loans involves risk that the
borrowers under senior loans may default on their obligations to pay principal
or interest when due. Although senior loans may be secured by specific
collateral, there can be no assurance that liquidation of collateral would
satisfy the borrower's obligation in the event of non-payment or that such
collateral could be readily liquidated. Senior loans are typically structured as
floating rate instruments in which the interest rate payable on the obligation
fluctuates with interest rate changes. As a result, the yield on closed-end
funds investing in senior loans will generally decline in a falling interest
rate environment and increase in a rising interest rate environment. Senior
loans are generally below investment grade quality and may be unrated at the
time of investment; are generally not registered with the SEC or state
securities commissions; and are generally not listed on any securities exchange.
In addition, the amount of public information available on senior loans is
generally less extensive than that available for other types of securities.

HIGH-YIELD SECURITY RISK. The closed-end funds held by your trust may invest
in high-yield securities or unrated securities. High-yield, high risk securities
are subject to greater market fluctuations and risk of loss than securities with
higher investment ratings. The value of these securities will decline
significantly with increases in interest rates, not only because increases in
rates generally decrease values, but also because increased rates may indicate
an economic slowdown. An economic slowdown, or a reduction in an issuer's
creditworthiness, may result in the issuer being unable to maintain earnings at
a level sufficient to maintain interest and principal payments.

High-yield or "junk" securities, the generic names for securities rated below
"BBB" by Standard & Poor's or "Baa" by Moody's, are frequently issued by
corporations in the growth stage of their development or by established
companies who are highly leveraged or whose operations or industries are
depressed. Securities rated below BBB or Baa are considered speculative as these
ratings indicate a quality of less than investment grade. Because high-yield
securities are generally subordinated obligations and are perceived by investors
to be riskier than higher rated securities, their prices tend to fluctuate more
than higher rated securities and are affected by short-term credit developments
to a greater degree.

The market for high-yield securities is smaller and less liquid than that for
investment grade securities. High-yield securities are generally not listed on a
national securities exchange but trade in the over-the-counter markets. Due to
the smaller, less liquid market for high-yield securities, the bid-offer spread
on such securities is generally greater than it is for investment grade
securities and the purchase or sale of such securities may take longer to
complete.

10 Understanding Your Investment

FOREIGN ISSUER RISK. Some of the underlying securities held by certain of
the closed-end funds in the trust may be issued by foreign issuers. This
subjects the trust to more risks than if it only invested in closed-end funds
which invest solely in securities of domestic issuers. Risks of foreign issuers
include restrictions on foreign investments and exchange of securities and
inadequate financial information. Foreign securities may also be affected by
market and political factors specific to the issuer's country as well as
fluctuations in foreign currency exchange rates. Risks associated with investing
in foreign securities may be more pronounced in emerging markets where the
securities markets are substantially smaller, less developed, less liquid, less
regulated, and more volatile than the securities markets of the U.S. and
developed foreign markets. Investments in debt securities of foreign governments
present special risks, including the fact that issuers may be unable or
unwilling to repay principal and/or interest when due in accordance with the
terms of such debt, or may be unable to make such repayments when due in the
currency required under the terms of the debt. Political, economic and social
events also may have a greater impact on the price of debt securities issued by
foreign governments than on the price of U.S. securities. In addition, brokerage
and other transaction costs on foreign securities exchanges are often higher
than in the United States and there is generally less government supervision and
regulation of exchanges, brokers and issuers in foreign countries.

LIQUIDITY RISK is the risk that the value of a security will fall if trading
in the security is limited or absent. No one can guarantee that a liquid
trading market will exist for any security.

SENIOR LOAN INVESTMENTS

The trust offers the potential for high current income with a dividend that
can adjust with interest rates movements. This portfolio offers investors the
opportunity to earn highly competitive yields through a portfolio of closed-end
funds which invest primarily in secured senior corporate loans to corporations,
partnerships and other business entities. These loans are backed by a company's
assets and have a senior position in a company's capital structure, ahead of
other types of debt securities, as well as preferred and common stock.
Additionally, the interest rates on senior loans generally float over published
interest rate indices which can move up or down with market rate movements.

Senior Position. Senior secured loans generally hold the most senior
position in a borrower's capital structure and are typically backed by assets
such as inventory, receivables, real estate property, buildings. These assets
can also include intellectual property such as patents or trademarks, and even
the stock of other companies or subsidiaries. In addition, while secured
creditors generally receive greater protection in insolvency situations, there
is no assurance that collateral will be sufficient to repay interest and/or
principal in such situations.

Variable High Income Potential. Secured senior corporate loans have
historically paid a higher rate of interest than most short-term investments.
The underlying loan rates "float" above indices such as the prime rate offered
by one or more major banks, the London Inter-Bank Offered Rate ("LIBOR"), or the
certificate of deposit rate or other base lending rates used by commercial
lenders. As a result, the interest rates realized by the closed-end funds held
by the trust will generally adjust up or down with changes in interest rates.

Understanding Your Investment 11

Sensitivity to Interest Rates. Since secured senior loans generally have
floating interest rates, they are typically not as sensitive as fixed-income
investments to price fluctuations due to changes in interest rates. Of course,
there is no guarantee that this will occur in the future.

Risk-Adjusted Returns. Historically, senior floating rate loans have
displayed relatively low correlation to the movements of U.S. common stocks,
high grade bonds, U.S. Government securities and other traditional investments.
Although past performance is no guarantee of future results, from a risk-
adjusted standpoint, this asset class has historically provided attractive risk-
adjusted returns over time.

Greater Diversification. This type of portfolio offers diversification by
investing in several closed-end funds. These funds are further diversified
across loans of many companies and industries.

CLOSED-END FUNDS

Closed-end funds are a type of investment company that holds an actively
managed portfolio of securities. Closed-end funds issue shares in "closed-end"
offerings which generally trade on a stock exchange (although some closed-end
fund shares are not listed on a securities exchange). Since closed-end funds
maintain a relatively fixed pool of investment capital, portfolio managers may
be better able to adhere to their investment philosophies through greater
flexibility and control. In addition, closed-end funds don't have to manage
fund liquidity to meet potentially large redemptions.

Closed-end funds are subject to various risks, including management's ability
to meet the closed-end fund's investment objective, and to manage the closed-end
fund portfolio when the underlying securities are redeemed or sold, during
periods of market turmoil and as investors' perceptions regarding closed-end
funds or their underlying investments change.

Shares of closed-end funds frequently trade at a discount from their net
asset value in the secondary market. This risk is separate and distinct from the
risk that the net asset value of closed-end fund shares may decrease. The amount
of such discount from net asset value is subject to change from time to time in
response to various factors.

Certain of the closed-end funds included in the trust may employ the use of
leverage in their portfolios through the issuance of preferred stock. While
leverage often serves to increase the yield of a closed-end fund, this leverage
also subjects the closed-end fund to increased risks. These risks may include
the likelihood of increased volatility and the possibility that the closed-end
fund's common share income will fall if the dividend rate on the preferred
shares or the interest rate on any borrowings rises.

Only the trustee may vote the shares of the closed-end funds held in the
trust. The trustee will vote the shares in the same general proportion as
shares held by other shareholders of each fund. Your trust is generally
required, however, to reject any offer for securities or other property in
exchange for portfolio securities as described under "How the Trust Works--
Changing Your Portfolio."

HOW THE TRUST WORKS

YOUR TRUST. Your trust is a unit investment trust registered under the
Investment Company Act of 1940. We created the trust under a trust agreement
between Fixed Income Securities, L.P. (as depositor/sponsor, evaluator and
supervisor) and The Bank of New York (as trustee). We provide services to unit
trusts through our Advisor's

12 Understanding Your Investment

Asset Management division. To create your trust, we deposited securities with
the trustee (or contracts to purchase securities along with an irrevocable
letter of credit or other consideration to pay for the securities). In
exchange, the trustee delivered units of your trust to us. Each unit represents
an undivided interest in the assets of your trust. These units remain
outstanding until redeemed or until your trust terminates. At the close of the
New York Stock Exchange on the trust's inception date, the number of units may
be adjusted so that the public offering price per unit equals $10. The number
of units and fractional interest of each unit in the trust will increase or
decrease to the extent of any adjustment.

CHANGING YOUR PORTFOLIO. Your trust is not a managed fund. Unlike a managed
fund, we designed your portfolio to remain relatively fixed. Under normal
circumstances, the trust will invest at least 80% of its assets in closed-end
investment companies. Under normal circumstances, the trust will invest at
least 80% of its assets in closed-end investment companies having policies to
invest at least 80% of their assets in senior variable rate loans. Your trust
will generally buy and sell securities:

* to pay expenses,

* to issue additional units or redeem units,

* in limited circumstances to protect the trust, or

* as permitted by the trust agreement.

Your trust will generally reject any offer for securities or other property
in exchange for the securities in its portfolio. If your trust receives
securities or other property, it will either hold the securities or property in
the portfolio or sell the securities or property and distribute the proceeds.
The trust will not participate in rights offerings of the closed-end funds.

We will increase the size of your trust as we sell units. When we create
additional units, we will seek to replicate the existing portfolio. When your
trust buys securities, it may pay brokerage or other acquisition fees. You
could experience a dilution of your investment because of these fees and
fluctuations in security prices between the time we create units and the time
your trust buys the securities. When your trust buys or sells securities, we
may direct that it place orders with and pay brokerage commissions to brokers
that sell units or are affiliated with your trust or the trustee. We may
consider whether a firm sells units of our trusts or conducts other business
with us when we select firms to handle these transactions.

AMENDING THE TRUST AGREEMENT. The sponsor and the trustee can change the
trust agreement without your consent to correct any provision that may be
defective or to make other provisions that will not adversely affect your
interest (as determined by the sponsor and the trustee). We cannot change
this agreement to reduce your interest in your trust without your consent.
Investors owning two-thirds of the units in your trust may vote to change this
agreement.

TERMINATION OF YOUR TRUST. Your trust will terminate on the termination date
set forth under "Essential Information" in the "Investment Summary" section of
this prospectus. The trustee may terminate your trust early if the value of the
trust is less than 40% of the original value of the securities in the trust at
the time of deposit. At this size, the expenses of your trust may create an
undue burden on your investment. Investors owning two-thirds of the units in
your trust may also vote to terminate the trust early. The trustee will
liquidate the

Understanding Your Investment 13

trust in the event that a sufficient number of units not yet sold to the public
are tendered for redemption so that the net worth of the trust would be reduced
to less than 40% of the value of the securities at the time they were deposited
in the trust. If this happens, we will refund any sales charge that you paid.

The trustee will notify you of any termination and sell any remaining
securities. The trustee will send your final distribution to you within a
reasonable time following liquidation of all the securities after deducting
final expenses. Your termination distribution may be less than the price you
originally paid for your units.

THE SPONSOR. The sponsor of the trust is Fixed Income Securities, L.P.
acting through its Advisor's Asset Management division. We are a broker-dealer
specializing in providing trading and support services to broker-dealers,
registered representatives, investment advisers and other financial
professionals. Our headquarters are located at 18925 Base Camp Road, Monument,
Colorado 80132. You can contact our Advisor's Asset Management division at 8100
East 22nd Street North, Suite 900B, Wichita, Kansas 67226-2309 or by using the
contacts listed on the back cover of this prospectus. We are a registered
broker-dealer and investment adviser and a member of the National Association of
Securities Dealers, Inc. (NASD), the Municipal Securities Rulemaking Board
(MSRB), and the Securities Investor Protection Corporation (SIPC). If we fail
to or cannot perform our duties as sponsor or become bankrupt, the trustee may
replace us, continue to operate your trust without a sponsor, or terminate your
trust.

We and your trust have adopted a code of ethics requiring our employees who
have access to information on trust transactions to report personal securities
transactions. The purpose of the code is to avoid potential conflicts of
interest and to prevent fraud, deception or misconduct with respect to your
trust.

THE TRUSTEE. The Bank of New York is the trustee of your trust with its
offices located at 101 Barclay Street, New York, New York 10286. You can
contact the trustee by calling the telephone number on the back cover of this
prospectus or by writing to its unit investment trust office. We may remove and
replace the trustee in some cases without your consent. The trustee may also
resign by notifying us and investors.

HOW WE DISTRIBUTE UNITS. We sell units to the public through broker-dealers
and other firms. We pay part of the sales fee to these distribution firms when
they sell units. The distribution fee (the broker-dealer concession or agency
commission) for broker-dealers and other firms selling units pursuant to a
selling agreement with FIS is 3.25% of the public offering price per unit (or
65% of the sales fee for secondary market sales). This distribution fee for
other broker-dealers and selling firms is 3.00% of the public offering price per
unit (or 65% of the sales fee for secondary market sales). For transactions
involving unitholders of other unit investment trusts who use their redemption
or termination proceeds to purchase units of the trust, the distribution fee is
2.25% of the public offering price per unit for broker-dealers and selling firms
selling units pursuant to a selling agreement with FIS and is 2.00% of the
public offering price per unit for other broker-dealers and selling firms. Any
sales fee discount is borne by the broker-dealer or selling firm out of the
distribution fee. We reserve the right to change the amount of concessions or
agency commissions from time to time.

From time to time we may sponsor programs which provide awards to a dealer's
or selling

14 Understanding Your Investment

agent's registered representatives who have sold a minimum number of units
during a specified time period. We may also pay fees to qualifying dealers for
services or activities which are meant to result in sales of units of the trust.
In addition, we will pay to dealers who sponsor sales contests or recognition
programs that conform to our criteria, or participate in our sales programs,
amounts equal to no more than the total applicable transactional sales fees 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.

We generally register units for sale in various states in the U.S. We do not
register units for sale in any foreign country. This prospectus does not
constitute an offer of units in any state or country where units cannot be
offered or sold lawfully. We may reject any order for units in whole or in
part.

We may gain or lose money when we hold units in the primary or secondary
market due to fluctuations in unit prices. The gain or loss is equal to the
difference between the price we pay for units and the price at which we sell or
redeem them. We may also gain or lose money when we deposit securities to
create units. The amount of our profit or loss on the initial deposit of
securities into the trust is shown in the "Notes to Portfolio."

TAXES

This section summarizes some of the main U.S. federal income tax consequences
of owning units of the trust. This section is current as of the date of this
prospectus. Tax laws and interpretations change frequently, and this summary
does not describe all of the tax consequences to all taxpayers. For example,
this summary generally does not describe your situation if you are a
corporation, a non-U.S. person, a broker/dealer, or other investor with special
circumstances. In addition, this section does not describe your state, local or
foreign taxes. As with any investment, you should consult your own tax
professional about your particular consequences. In addition, the Internal
Revenue Service issued new withholding and reporting regulations effective
January 1, 2001. Foreign investors should consult their own tax advisors
regarding the tax consequences of these regulations.

ASSETS OF THE TRUST. The trust will hold shares of closed-end funds (the
"Securities") qualifying as regulated investment companies ("RICs"). For
purposes of this federal tax discussion, it is assumed that the Securities
constitute shares in an entity treated as a regulated investment company for
federal income tax purposes. All of the assets held by the trust constitute the
"Trust Assets."

TRUST STATUS. The trust will not be taxed as a corporation for federal
income tax purposes. As a unit owner, you will be treated as the owner of a pro
rata portion of the Trust Assets held by your trust, and as such you will be
considered to have received a pro rata share of income (e.g., dividends and
capital gains, if any) from the Trust Assets when such income would be
considered to be received by you if you directly owned the Trust Assets. In
addition, the income from the trust which you must take into account for federal
income tax purposes is not reduced by amounts used to pay trust expenses
(including the deferred sales fee).

YOUR TAX BASIS AND INCOME OR LOSS UPON DISPOSITION. If your trust disposes of
Trust Assets, you will generally recognize gain or loss. If you dispose of your
units or redeem your units for cash, you will also generally recognize gain or
loss.

Understanding Your Investment 15

To determine the amount of this gain or loss, you must subtract your tax basis
in the related Trust Assets from your share of the total amount received in the
transaction. You can generally determine your initial tax basis in each Trust
Asset by apportioning the cost of your units, generally including sales fees,
among each Trust Asset ratably according to their value on the date you purchase
your units. In certain circumstances, however, you may have to adjust your tax
basis after you purchase your units (for example, in the case of certain
dividends paid to the trust on the Securities that exceed the RIC's accumulated
earnings and profits).

Under the recently enacted "Jobs and Growth Tax Relief Reconciliation Act of
2003" (the "Tax Act"), if you are an individual, the maximum marginal federal
tax rate for net capital gain is generally 15% (generally 5% for certain
taxpayers in the 10% and 15% tax brackets). These new capital gains rates are
generally effective for taxable years ending on or after May 6, 2003 and
beginning before January 1, 2009. However, special effective date provisions
are set forth in the Tax Act. For example, there are special transition rules
provided with respect to gain properly taken into account for the portion of the
taxable year before May 6, 2003.

Net capital gain equals net long-term capital gain minus net short-term
capital loss for the taxable year. Capital gain or loss is long-term if the
holding period for the asset is more than one year and is short-term if the
holding period for the asset is one year or less. You must exclude the date you
purchase your units to determine your holding period. The tax rates for capital
gains realized from assets held for one year or less are generally the same as
for ordinary income. The Internal Revenue Code, however, treats certain capital
gains as ordinary income in special situations.

DIVIDENDS FROM SECURITIES. Some dividends on the Securities may qualify as
"capital gain dividends," generally taxable to you as long-term capital gains.
Other dividends on the Securities will generally be taxable to you as ordinary
income. However, it is important to note that pursuant to the Tax Act, certain
ordinary income dividends received by the trust (and distributed to the
unitholders) from a regulated investment company may qualify to be taxed at the
same new rates that apply to net capital gain (as discussed above), provided
certain holding period requirements are satisfied and provided the dividends are
attributable to qualifying dividends received by the RIC itself. These special
rules relating to the taxation of ordinary income dividends from regulated
investment companies generally apply to taxable years beginning after December
31, 2002 and beginning before January 1, 2009. Regulated investment companies
will provide notice to their shareholders of the amount of any distribution
which may be taken into account as a dividend which is eligible for the new
capital gains tax rates.

If you hold a unit for six months or less or if the trust holds a Security
for six months or less, any loss incurred by you related to the disposition of
such Security will be treated as long-term capital loss to the extent of any
long-term capital gain distributions received (or deemed to be received) with
respect to such Security. Distributions of income or capital gains declared on
the Securities in October, November, or December will be deemed to have been
paid to you on December 31 of the year they are declared, even when paid by the
RIC during the following January.

Distributions from the trust attributable to dividends received from the
Securities will generally not be eligible for the dividends received deduction
for corporations.

16 Understanding Your Investment

EXCHANGES. If you elect to reinvest the proceeds from the current trust into
a future trust, it is considered a sale for federal income tax purposes, and any
gain on the sale will be treated as a capital gain, and any loss will be treated
as a capital loss. However, any loss you incur in connection with the exchange
of your units of the current trust for units of a future trust will generally be
disallowed with respect to this deemed sale and subsequent deemed repurchase to
the extent the two trusts have substantially identical Trust Assets under the
wash sale provisions of the Internal Revenue Code.

IN-KIND DISTRIBUTIONS. Under certain circumstances, as described in this
prospectus, you may request a distribution of Securities (an "In-Kind
Distribution") when you redeem your units or at the trust's termination. By
electing to receive an In-Kind Distribution, you will receive whole Securities
plus, possibly, cash.

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

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

FOREIGN, STATE AND LOCAL TAXES. Under certain circumstances, a RIC may elect
to pass through to its shareholders certain foreign taxes paid by the RIC. If a
RIC makes this election with respect to Securities, you must include in your
income for federal income tax purposes your portion of such taxes, and you may
be entitled to a credit or deduction for such taxes.

Under the existing income tax laws of the State and City of New York, the
trust will not be taxed as a corporation, and the income of the trust will be
treated as the income of the unitholders in the same manner as for federal
income tax purposes.

EXPENSES

Your trust will pay various expenses to conduct its operations. The "Fees
and Expenses" section of the "Investment Summary" in this prospectus shows the
estimated amount of these expenses.

Your trust will pay a fee to the trustee for its services. The trustee also
benefits when it holds cash for your trust in non-interest bearing accounts.
Your trust will reimburse us as supervisor, evaluator and sponsor for providing
portfolio supervisory services, for evaluating your portfolio and for providing
bookkeeping and administrative services. Our reimbursements may exceed the
costs of the services we provide to your trust but will not exceed the costs of
services provided to all of our unit investment trusts in any calendar year.
All of these fees may adjust for inflation without your approval.

Understanding Your Investment 17

Your trust will also pay its general operating expenses. Your trust may pay
expenses such as trustee expenses (including legal and auditing expenses),
various governmental charges, fees for extraordinary trustee services, costs of
taking action to protect your trust, costs of indemnifying the trustee and the
sponsor, legal fees and expenses, expenses incurred in contacting you and costs
incurred to reimburse the trustee for advancing funds to meet distributions.
Your trust may pay the costs of updating its registration statement each year.
The trustee will generally pay trust expenses from distributions received on the
securities but in some cases may sell securities to pay trust expenses.

The trust will also indirectly bear the expenses of the underlying closed-end
funds. While the trust will not pay these expenses directly out of its assets,
these expenses are shown in the trust's annual operating expenses under "Fees
and Expenses" to illustrate the impact of these expenses.

EXPERTS

LEGAL MATTERS. Chapman and Cutler LLP, 111 West Monroe Street, Chicago,
Illinois 60603 (www.chapman.com), acts as counsel for the trust and has given an
opinion that the units are validly issued. Emmet, Marvin & Martin, LLP acts as
counsel for the trustee.

INDEPENDENT AUDITORS. Grant Thornton LLP, independent auditors, audited the
statement of financial condition and the portfolio included in this prospectus.

ADDITIONAL INFORMATION

This prospectus does not contain all the information in the registration
statement that your trust filed with the Securities and Exchange Commission.
The Information Supplement, which was filed with the Securities and Exchange
Commission, includes more detailed information about the securities in your
portfolio, investment risks and general information about your trust. You can
obtain the Information Supplement by contacting us or the Securities and
Exchange Commission as indicated on the back cover of this prospectus. This
prospectus incorporates the Information Supplement by reference (it is legally
considered part of this prospectus).

18 Understanding Your Investment

REPORT OF INDEPENDENT AUDITORS

UNITHOLDERS
ADVISOR'S DISCIPLINED TRUST, SERIES 10

We have audited the accompanying statement of financial condition, including the
trust portfolio on page 4, of Advisor's Disciplined Trust, Series 10, as of June
__, 2004, the initial date of deposit. The statement of financial condition is
the responsibility of the trust's sponsor. Our responsibility is to express an
opinion on this statement of financial condition based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the statement of
financial condition is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the statement of financial condition. Our procedures included confirmation
with The Bank of New York, trustee, of cash or an irrevocable letter of credit
deposited for the purchase of securities as shown in the statement of financial
condition as of June __, 2004. An audit also includes assessing the accounting
principles used and significant estimates made by the sponsor, as well as
evaluating the overall statement of financial condition presentation. We
believe that our audit of the statement of financial condition provides a
reasonable basis for our opinion.

In our opinion, the statement of financial condition referred to above presents
fairly, in all material respects, the financial position of Advisor's
Disciplined Trust, Series 10 as of June __, 2004, in conformity with accounting
principles generally accepted in the United States of America.

GRANT THORNTON LLP
Chicago, Illinois
June __, 2004

ADVISOR'S DISCIPLINED TRUST, SERIES 10

STATEMENT OF FINANCIAL CONDITION
AS OF JUNE __, 2004

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

INVESTMENT IN STOCKS
Contracts to purchase underlying stocks (1)(2) . . . . . . . . . . . . . . $
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
==========

LIABILITIES AND INTEREST OF INVESTORS
Liabilities:
Organization costs (3) . . . . . . . . . . . . . . . . . . . . . . . . . $
Deferred sales fee (4) . . . . . . . . . . . . . . . . . . . . . . . . .
----------
$
----------

Interest of investors:
Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . .
Less: gross underwriting commission and organization costs (3)(4)(5) . .
----------
Net interest of investors . . . . . . . . . . . . . . . . . . . . . . .
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
==========

Number of units . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
==========

Net asset value per unit . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.505
==========

<FN>
(1) Aggregate cost of the securities is based on the closing sale price
evaluations as determined by the evaluator.
(2) Cash or an irrevocable letter of credit has been deposited with the trustee
covering the funds (aggregating $200,000) necessary for the purchase of
securities in the trust represented by purchase contracts.
(3) A portion of the public offering price represents an amount sufficient to
pay for all or a portion of the costs incurred in establishing and offering
the trust. These costs have been estimated at $0.029 per unit for the
trust. A distribution will be made as of the earlier of the close of the
initial offering period or six months following the trust's inception date
to an account maintained by the trustee from which this obligation of the
investors will be satisfied. To the extent the actual organization costs
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 the trust.
(4) The total sales fee consists of an initial sales fee and a deferred sales
fee. The initial sales fee is equal to the difference between the maximum
sales fee and the remaining deferred sales fee. On the inception date, the
total sales fee is 4.95% (equivalent to 5.208% of the net amount invested).
The deferred sales fee is equal to $0.395 per unit.
(5) The aggregate cost to investors includes the applicable sales fee assuming
no reduction of sales fees for quantity purchases.

Understanding Your Investment 19

CONTENTS

INVESTMENT SUMMARY
- -----------------------------------------------------------------
A concise description 2 Investment Objective
of essential information 2 Principal Investment Strategy
about the portfolio 2 Principal Risks
3 Who Should Invest
3 Essential Information
3 Fees and Expenses
4 Portfolio

UNDERSTANDING YOUR INVESTMENT
- -----------------------------------------------------------------
Detailed information to 5 How to Buy Units
help you understand 7 How to Sell Your Units
your investment 9 Distributions
9 Investment Risks
11 Senior Loan Investments
12 Closed-End Funds
12 How the Trust Works
15 Taxes
17 Expenses
18 Experts
18 Additional Information
19 Report of Independent Auditors
19 Statement of Financial Condition

WHERE TO LEARN MORE
- -----------------------------------------------------------------
You can contact us for VISIT US ON THE INTERNET
free information about http://www.AAMunittrust.com
this and other investments, BY E-MAIL
including the Information info@AAMunittrust.com
Supplement CALL ADVISOR'S ASSET
MANAGEMENT (FIS)
(877) 858-1773
PRICING LINE
(800) ___-____ (Fund _____)
CALL THE BANK OF NEW YORK
(800) 221-7668

ADDITIONAL INFORMATION
- -----------------------------------------------------------------
This prospectus does not contain all information filed with the
Securities and Exchange Commission. To obtain or copy this
information including the Information Supplement (a duplication
fee may be required):

E-MAIL: publicinfo@sec.gov
WRITE: Public Reference Section
Washington, D.C. 20549-0102
VISIT: http://www.sec.gov
(EDGAR Database)
CALL: 1-202-942-8090
(only for information on the operation of the
Public Reference Section)

REFER TO:
ADVISOR'S DISCIPLINED TRUST, SERIES 10
Securities Act file number: 333-______
Investment Company Act file number: 811-21056

SENIOR VARIABLE RATE
CLOSED-END PORTFOLIO,
SERIES 3

PROSPECTUS

JUNE __, 2004

ADVISOR'S
ASSET MANAGEMENT

A DIVISION OF FIXED INCOME SECURITIES, L.P.

ADVISOR'S DISCIPLINED TRUST, SERIES 10

SENIOR VARIABLE RATE CLOSED-END PORTFOLIO, SERIES 3

INFORMATION SUPPLEMENT

This Information Supplement provides additional information concerning
each trust described in the prospectus for the Advisor's Disciplined Trust
series identified above. This Information Supplement should be read in
conjunction with the prospectus. It is not a prospectus. It does not include
all of the information that an investor should consider before investing in a
trust. It may not be used to offer or sell units of a trust without the
prospectus. This Information Supplement is incorporated into the prospectus by
reference and has been filed as part of the registration statement with the
Securities and Exchange Commission. Investors should obtain and read the
prospectus prior to purchasing units of a trust. You can obtain the prospectus
without charge by contacting your financial professional or by contacting the
Advisor's Asset Management division of Fixed Income Securities, L.P. at 18925
Base Camp Road, Suite 203, Monument, Colorado 80132, at 8100 East 22nd Street
North, Suite 900B, Wichita, Kansas 67226-2309 or by calling (877) 858-1773.
This Information Supplement is dated as of the date of the prospectus.

CONTENTS

General Information 2
Investment Objective and Policies 3
Closed-End Funds 4
Risk Factors 5
Administration of the Trust 11
Portfolio Transactions and Brokerage Allocation 20
Purchase, Redemption and Pricing of Units 20
Performance Information 25

GENERAL INFORMATION

Each trust is one of a series of separate unit investment trusts created
under the name Advisor's Disciplined Trust and registered under the Investment
Company Act of 1940. Each trust was created as a common law trust on the
inception date described in the prospectus under the laws of the state of
New York. Each trust was created under a trust agreement among Fixed Income
Securities, L.P. (as sponsor, evaluator and supervisor) and The Bank of New York
(as trustee). The sponsor provides services to unit investment trusts through
its Advisor's Asset Management division.

When your trust was created, the sponsor delivered to the trustee
securities or contracts for the purchase thereof for deposit in the trust and
the trustee delivered to the sponsor documentation evidencing the ownership of
units of the trust. At the close of the New York Stock Exchange on the trust's
inception date, the number of units may be adjusted so that the public offering
price per unit equals $10. The number of units and fractional interest of each
unit in the trust will increase or decrease to the extent of any adjustment.
Additional units of each trust may be issued from time to time by depositing in
the trust additional securities (or contracts for the purchase thereof together
with cash or irrevocable letters of credit) or cash (including a letter of
credit or the equivalent) with instructions to purchase additional securities.
As additional units are issued by a trust as a result of the deposit of
additional securities by the sponsor, the aggregate value of the securities in
the trust will be increased and the fractional undivided interest in the trust
represented by each unit will be decreased. The sponsor may continue to make
additional deposits of securities into a trust, provided that such additional
deposits will be in amounts, which will generally maintain the existing
relationship among the shares of the securities in such trust. Thus, although
additional units will be issued, each unit will generally continue to represent
the same number of shares of each security. If the sponsor deposits cash to
purchase additional securities, existing and new investors may experience a
dilution of their investments and a reduction in their anticipated income
because of fluctuations in the prices of the securities between the time of the
cash deposit and the purchase of the securities and because the trust will pay
any associated brokerage fees.

The trustee has not participated in the selection of the securities
deposited in the trust and has no responsibility for the composition of the
trust portfolio.

Each unit initially offered represents an undivided interest in the related
trust. To the extent that any units are redeemed by the trustee or additional
units are issued as a result of additional securities being deposited by the
sponsor, the fractional undivided interest in a trust represented by each
unredeemed unit will increase or decrease accordingly, although the actual
interest in such trust represented by such fraction will remain unchanged.
Units will remain outstanding until redeemed upon tender to the trustee by
unitholders, which may include the sponsor, or until the termination of the
trust agreement.

A trust consists of (a) the securities listed under "Portfolio" in the
prospectus as may continue to be held from time to time in the trust, (b) any
additional securities acquired and held by the trust pursuant to the provisions
of the trust agreement and (c) any cash held in the accounts of the trust.
Neither the sponsor nor the trustee shall be liable in any way for any failure

-2-

in any of the securities. However, should any contract for the purchase of any
of the securities initially deposited in a trust fail, the sponsor will, unless
substantially all of the moneys held in the trust to cover such purchase are
reinvested in substitute securities in accordance with the trust agreement,
refund the cash and sales fee attributable to such failed contract to all
unitholders on the next distribution date.

INVESTMENT OBJECTIVE AND POLICIES

The Senior Variable Rate Closed-End Portfolio seeks high current interest
income through investment in a portfolio primarily consisting of shares of
closed-end investment companies which invest in senior corporate loans. There
is, of course, no guarantee that the trust will achieve its objective. The
prospectus provides additional information regarding the trust's objective and
investment strategy.

The trust is a unit investment trust and is not an "actively managed" fund.
Traditional methods of investment management for a managed fund typically
involve frequent changes in a portfolio of securities on the basis of economic,
financial and market analysis. The portfolio of a trust, however, will not be
actively managed and therefore the adverse financial condition of an issuer will
not necessarily require the sale of its securities from a portfolio.

The sponsor may not alter the portfolio of a trust by the purchase, sale or
substitution of securities, except in special circumstances as provided in the
trust agreement. Thus, the assets of a trust will generally remain unchanged
under normal circumstances. The trust agreement provides that the sponsor may
(but need not) direct the trustee to dispose of a security in certain events
such as the issuer having defaulted on the payment on any of its outstanding
obligations or the price of a security has declined to such an extent or other
such credit factors exist so that in the opinion of the supervisor the retention
of such securities would be detrimental to the trust. If a public tender offer
has been made for a security or a merger or acquisition has been announced
affecting a security, the trustee may either sell the security or accept a
tender offer for cash if the supervisor determines that the sale or tender is in
the best interest of unitholders. The trustee will distribute any excess cash
proceeds to unitholders. Pursuant to the trust agreement and with limited
exceptions, the trustee may sell any securities or other properties acquired in
exchange for securities such as those acquired in connection with a merger or
other transaction. If offered such new or exchanged securities or property
other than cash, the trustee shall generally reject the offer. However, in the
event such securities or property are nonetheless acquired by the trust, they
may be accepted for deposit in a trust and either sold by the trustee or held in
a trust pursuant to the direction of the sponsor.

The trustee may sell securities, designated by the supervisor, from a trust
for the purpose of redeeming units of such trust tendered for redemption and the
payment of expenses.

Proceeds from the sale of securities (or any securities or other property
received by a trust in exchange for securities) are credited to the Capital
Account of a trust for distribution to unitholders or to meet redemptions.
Except for failed securities and as provided herein, in the prospectus or in the
trust agreement, the acquisition by a trust of any securities other than the
portfolio securities is prohibited.

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Because certain of the securities in certain of the trusts may from time to
time under certain circumstances be sold or otherwise liquidated and because the
proceeds from such events will be distributed to unitholders and will not be
reinvested, no assurance can be given that a trust will retain for any length of
time its present size and composition. Neither the sponsor nor the trustee
shall be liable in any way for any default, failure or defect in any security.
In the event of a failure to deliver any security that has been purchased for a
trust under a contract ("Failed Securities"), the sponsor is authorized under
the trust agreement to direct the trustee to acquire other securities
("Replacement Securities") to make up the original corpus of such trust.

The Replacement Securities must be purchased within 20 days after delivery
of the notice that a contract to deliver a security will not be honored and the
purchase price may not exceed the amount of funds reserved for the purchase of
the Failed Securities. The Replacement Securities must be equity securities of
the type selected for the trust and must not adversely affect the federal income
tax status of the trust. Whenever a Replacement Security is acquired for a
trust, the trustee shall notify all unitholders of the trust of the acquisition
of the Replacement Security and shall, on the next monthly distribution date
which is more than 30 days thereafter, make a pro rata distribution of the
amount, if any, by which the cost to the trust of the Failed Security exceeded
the cost of the Replacement Security. Once all of the securities in a trust are
acquired, the trustee will have no power to vary the investments of the trust,
i.e., the trustee will have no managerial power to take advantage of market
variations to improve a unitholder's investment.

If the right of limited substitution described in the preceding paragraphs
is not utilized to acquire Replacement Securities in the event of a failed
contract, the sponsor will refund the sales charge attributable to such Failed
Securities to all unitholders of the trust and the trustee will distribute the
cash attributable to such Failed Securities not more than 30 days after the date
on which the trustee would have been required to purchase a Replacement
Security. In addition, unitholders should be aware that, at the time of receipt
of such cash, they may not be able to reinvest such proceeds in other securities
at a return equal to or in excess of the return which such proceeds would have
earned for unitholders of such trust.

In the event that a Replacement Security is not acquired by a trust, the
income for such trust may be reduced.

To the best of the sponsor's knowledge, there is no litigation pending as
of the trust's inception in respect of any security that might reasonably be
expected to have a material adverse effect on the trust. At any time after the
trust's inception, litigation may be instituted on a variety of grounds with
respect to the securities. The sponsor is unable to predict whether any such
litigation may be instituted, or if instituted, whether such litigation might
have a material adverse effect on the trust. The sponsor and the trustee shall
not be liable in any way for any default, failure or defect in any security.

CLOSED-END FUNDS

Closed-end funds are actively managed investment companies that invest in
various types of securities. Closed-end funds issue shares of common stock that

-4-

are generally traded on a securities exchange (although some closed-end fund
shares are not listed on a securities exchange). Closed-end funds are subject
to various risks, including management's ability to meet the closed-end fund's
investment objective, and to manage the closed-end fund portfolio when the
underlying securities are redeemed or sold, during periods of market turmoil and
as investors' perceptions regarding closed-end funds or their underlying
investments change.

Shares of closed-end funds frequently trade at a discount from their net
asset value in the secondary market. This risk is separate and distinct from
the risk that the net asset value of closed-end fund shares may decrease. The
amount of such discount from net asset value is subject to change from time to
time in response to various factors.

RISK FACTORS

CLOSED-END FUNDS. The closed-end funds in the trust invest in senior
corporate loans. As such, an investment in units of the trust should be made
with an understanding of the risks of investing in both closed-end fund shares
and senior loans.

Closed-end funds' portfolios are managed and their shares are generally
listed on a securities exchange. The net asset value of closed-end fund shares
will fluctuate with changes in the value of the underlying securities that the
closed-end fund owns. In addition, for various reasons closed-end fund shares
frequently trade at a discount from their net asset value in the secondary
market. The amount of such discount from net asset value is subject to change
from time to time in response to various factors. Closed-end funds' articles of
incorporation may contain certain anti-takeover provisions that may have the
effect of inhibiting a fund's possible conversion to open-end status and
limiting the ability of other persons to acquire control of a fund. In certain
circumstances, these provisions might also inhibit the ability of stockholders
(including the trust) to sell their shares at a premium over prevailing market
prices. This characteristic is a risk separate and distinct from the risk that
a fund's net asset value will decrease. In particular, this characteristic
would increase the loss or reduce the return on the sale of those closed-end
fund shares that were purchased by the trust at a premium. In the unlikely
event that a closed-end fund converts to open-end status at a time when its
shares are trading at a premium there would be an immediate loss in value to the
trust since shares of open-end funds trade at net asset value. Certain closed-
end funds may have in place or may put in place in the future plans pursuant to
which the fund may repurchase its own shares in the marketplace. Typically,
these plans are put in place in an attempt by a fund's board of directors to
reduce a discount on its share price. To the extent that such a plan is
implemented and shares owned by the trust are repurchased by a fund, the trust's
position in that fund will be reduced and the cash will be distributed.

-5-

The trust is prohibited from subscribing to a rights offering for shares of
any of the closed-end funds in which it invests. In the event of a rights
offering for additional shares of a fund, unitholders should expect that the
trust will, at the completion of the offer, own a smaller proportional interest
in such fund that would otherwise be the case. It is not possible to determine
the extent of this dilution in share ownership without knowing what proportion
of the shares in a rights offering will be subscribed. This may be particularly
serious when the subscription price per share for the offer is less than the
fund's net asset value per share. Assuming that all rights are exercised and
there is no change in the net asset value per share, the aggregate net asset
value of each shareholder's shares of common stock should decrease as a result
of the offer. If a fund's subscription price per share is below that fund's net
asset value per share at the expiration of the offer, shareholders would
experience an immediate dilution of the aggregate net asset value of their
shares of common stock as a result of the offer, which could be substantial.

Closed-end funds may use leveraging in their portfolios. Leveraging can be
expected to cause increased price volatility for those fund's shares, and as a
result, increased volatility for the price of the units of the trust. There can
be no assurance that a leveraging strategy will be successful during any period
in which it is employed.

SENIOR LOANS. The closed-end funds in the trust invest primarily in senior
loans issued by banks, other financial institutions, and other investors to
corporations, partnerships, limited liability companies and other entities to
finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock
repurchases, debt refinancings and, to a lesser extent, for general operating
and other purposes. Senior loans in which the closed-end funds invest:

* generally are of below investment grade credit quality;

* may be unrated at the time of investment;

* generally are not registered with the SEC or any state securities
commission; and

* generally are not listed on any securities exchange.

An investment by closed-end funds in senior loans involves risk that the
borrowers under senior loans may default on their obligations to pay principal
or interest when due. Although senior loans may be secured by specific
collateral, there can be no assurance that liquidation of collateral would
satisfy the borrower's obligation in the event of non-payment or that such
collateral could be readily liquidated. Senior loans are typically structured as
floating rate instruments in which the interest rate payable on the obligation
fluctuates with interest rate changes. As a result, the yield on closed-end
funds investing in senior loans will generally decline in a falling interest
rate environment and increase in a rising interest rate environment.

The amount of public information available on senior loans generally will
be less extensive than that available for other types of assets. No reliable,
active trading market currently exists for many senior loans, although a
secondary market for certain senior loans has developed over the past several
years. Senior loans are thus relatively illiquid. Liquidity relates to the

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ability of a closed-end fund to sell an investment in a timely manner at a price
approximately equal to its value on the closed-end fund's books. The illiquidity
of senior loans may impair a closed-end fund's ability to realized the full
value of its assets in the event of a voluntary or involuntary liquidation of
such assets. Because of the lack of an active trading market, illiquid
securities are also difficult to value and prices provided by external pricing
services may not reflect the true value of the securities. However, many senior
loans are of a large principal amount and are held by a large number of
financial institutions. To the extent that a secondary market does exist for
certain senior loans, the market may be subject to irregular trading activity,
wide bid/ask spreads and extended trade settlement periods. The market for
senior loans could be disrupted in the event of an economic downturn or a
substantial increase or decrease in interest rates. This could result in
increased volatility in the market and in the trust's net asset value.

If legislation or state or federal regulators impose additional
requirements or restrictions on the ability of financial institutions to make
loans that are considered highly leveraged transactions, the availability of
senior loans for investment by the closed-end funds may be adversely affected.
In addition, such requirements or restrictions could reduce or eliminate sources
of financing for certain borrowers. This would increase the risk of default. If
legislation or federal or state regulators require financial institutions to
dispose of senior loans that are considered highly leveraged transactions or
subject such senior loans to increased regulatory scrutiny, financial
institutions may determine to sell such senior loans. Such sales could result in
depressed prices. If a closed-end fund attempts to sell a senior loan at a time
when a financial institution is engaging in such a sale, the price a closed-end
fund could get for the senior loan may be adversely affected.

Some senior loans are subject to the risk that a court, pursuant to
fraudulent conveyance or other similar laws, could subordinate the senior loans
to presently existing or future indebtedness of the borrower or take other
action detrimental to lenders. Such court action could under certain
circumstances include invalidation of senior loans. Any lender, which could
include a closed-end fund, is subject to the risk that a court could find the
lender liable for damages in a claim by a borrower arising under the common laws
of tort or contracts or anti-fraud provisions of certain securities laws for
actions taken or omitted to be taken by the lenders under the relevant terms of
a loan agreement or in connection with actions with respect to the collateral
underlying the senior loan.

HIGH-YIELD SECURITIES. An investment in units of the trust should be made
with an understanding of the risks that an investment in "high-yield, high-risk"
debt obligations or "junk" obligations may entail, including increased credit
risks and the risk that the value of the units will decline, and may decline
precipitously, with increases in interest rates. In recent years there have
been wide fluctuations in interest rates and thus in the value of debt
obligations generally. Certain of the securities included in the funds in the
trust may be subject to greater market fluctuations and risk of loss of income
and principal than are investments in lower-yielding, higher-rated securities,
and their value may decline precipitously because of increases in interest
rates, not only because the increases in rates generally decrease values, but
also because increased rates may indicate a slowdown in the economy and a
decrease in the value of assets generally that may adversely affect the credit
of issuers of high-yield, high-risk securities resulting in a higher incidence
of defaults among high- yield, high-risk securities. A slowdown in the economy,

-7-

or a development adversely affecting an issuer's creditworthiness, may result in
the issuer being unable to maintain earnings or sell assets at the rate and at
the prices, respectively, that are required to produce sufficient cash flow to
meet its interest and principal requirements. For an issuer that has
outstanding both senior commercial bank debt and subordinated high-yield, high-
risk securities, an increase in interest rates will increase that issuer's
interest expense insofar as the interest rate on the bank debt is fluctuating.
However, many leveraged issuers enter into interest rate protection agreements
to fix or cap the interest rate on a large portion of their bank debt. This
reduces exposure to increasing rates, but reduces the benefit to the issuer of
declining rates. The sponsor cannot predict future economic policies or their
consequences or, therefore, the course or extent of any similar market
fluctuations in the future.

"High-yield" or "junk" securities, the generic names for securities rated
below BBB by Standard & Poor's, or below Baa by Moody's, are frequently issued
by corporations in the growth stage of their development, by established
companies whose operations or industries are depressed or by highly leveraged
companies purchased in leveraged buyout transactions. The market for high-yield
securities is very specialized and investors in it have been predominantly
financial institutions. High-yield securities are generally not listed on a
national securities exchange. Trading of high- yield securities, therefore,
takes place primarily in over-the-counter markets that consist of groups of
dealer firms that are typically major securities firms. Because the high-yield
security market is a dealer market, rather than an auction market, no single
obtainable price for a given security prevails at any given time. Prices are
determined by negotiation between traders. The existence of a liquid trading
market for the securities may depend on whether dealers will make a market in
the securities. There can be no assurance that a market will be made for any of
the securities, that any market for the securities will be maintained or of the
liquidity of the securities in any markets made. Not all dealers maintain
markets in all high-yield securities. Therefore, since there are fewer traders
in these securities than there are in "investment grade" securities, the bid-
offer spread is usually greater for high-yield securities than it is for
investment grade securities. The price at which the securities may be sold to
meet redemptions and the value of the Trust will be adversely affected if
trading markets for the securities are limited or absent. If the rate of
redemptions is great, the value of the trust may decline to a level that
requires liquidation.

Lower-rated securities tend to offer higher yields than higher-rated
securities with the same maturities because the creditworthiness of the issuers
of lower-rated securities may not be as strong as that of other issuers.
Moreover, if a security is recharacterized as equity by the Internal Revenue
Service for federal income tax purposes, the issuer's interest deduction with
respect to the security will be disallowed and this disallowance may adversely
affect the issuer's credit rating. Because investors generally perceive that
there are greater risks associated with the lower-rated securities in the funds
in the trust, the yields and prices of these securities tend to fluctuate more
than higher- rated securities with changes in the perceived quality of the
credit of their issuers. In addition, the market value of high-yield, high-risk
securities may fluctuate more than the market value of higher-rated securities
since these securities tend to reflect short-term credit development to a
greater extent than higher-rated securities. Lower-rated securities generally
involve greater risks of loss of income and principal than higher-rated
securities. Issuers of lower-rated securities may possess fewer
creditworthiness characteristics than issuers of higher-rated securities and,
especially in the case of issuers whose obligations or credit standing have

-8-

recently been downgraded, may be subject to claims by debtholders, owners of
property leased to the issuer or others which, if sustained, would make it more
difficult for the issuers to meet their payment obligations. High-yield, high-
risk securities are also affected by variables such as interest rates, inflation
rates and real growth in the economy. Therefore, investors should consider
carefully the relative risks associated with investment in securities that carry
lower ratings.

The value of the shares of the closed-end funds reflects the value of the
portfolio securities, including the value (if any) of securities in default.
Should the issuer of any security default in the payment of principal or
interest, the closed-end funds in the trust may incur additional expenses
seeking payment on the defaulted security. Because amounts (if any) recovered
by the funds in payment under the defaulted security may not be reflected in the
value of the fund shares until actually received by the funds, and depending
upon when a unitholder purchases or sells his or her units, it is possible that
a unitholder would bear a portion of the cost of recovery without receiving any
portion of the payment recovered.

High-yield, high-risk securities are generally subordinated obligations.
The payment of principal (and premium, if any), interest and sinking fund
requirements with respect to subordinated obligations of an issuer is
subordinated in right of payment to the payment of senior obligations of the
issuer. Senior obligations generally include most, if not all, significant debt
obligations of an issuer, whether existing at the time of issuance of
subordinated debt or created thereafter. Upon any distribution of the assets of
an issuer with subordinated obligations upon dissolution, total or partial
liquidation or reorganization of or similar proceeding relating to the issuer,
the holders of senior indebtedness will be entitled to receive payment in full
before holders of subordinated indebtedness will be entitled to receive any
payment. Moreover, generally no payment with respect to subordinated
indebtedness may be made while there exists a default with respect to any senior
indebtedness. Thus, in the event of insolvency, holders of senior indebtedness
of an issuer generally will recover more, ratably, than holders of subordinated
indebtedness of that issuer.

Obligations that are rated lower than "BBB" by Standard & Poor's, or "Baa"
by Moody's, respectively, should be considered speculative as such ratings
indicate a quality of less than investment grade. Investors should carefully
review the objective of the trust and consider their ability to assume the risks
involved before making an investment in the trust.

FOREIGN ISSUERS. Since certain or all of the underlying securities held by
certain of the closed-end funds trust are issued by foreign companies, an
investment in the 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 foreign currency devaluations and
fluctuations. In addition, for foreign issuers that are not subject to the

-9-

reporting requirements of the Securities Exchange Act of 1934, there may be less
publicly available information than is available from a domestic issuer. In
addition, 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 in foreign securities markets 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 in the closed-end funds selected for the trust, 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 income in foreign
currencies and principally trade in foreign currencies. Therefore, there is a
risk that the U.S. dollar value of these securities will vary with fluctuations
in the U.S. dollar foreign exchange rates for the various securities.

There can be no assurance that exchange control regulations might not be
adopted in the future which might adversely affect payment to the closed-end
funds or 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 trust and on the ability of the trust to satisfy
its 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 the 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 closed-end fund in the United States
securities markets are subject to severe restrictions and may not be
practicable. Accordingly, sales of these securities by a closed-end fund will
generally be effected only in foreign securities markets. Investors should
realize that the securities in the closed-end funds might 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.

DISCOUNT SECURITIES. Certain of the securities held by the closed-end
funds in the trust may have been acquired at a market discount from par value at
maturity. The coupon interest rates on the discount securities at the time they
were purchased and deposited in the funds were lower than the current market
interest rates for newly issued securities of comparable rating and type. If
such interest rates for newly issued comparable securities increase, the market

-10-

discount of previously issued securities will become greater, and if such
interest rates for newly issued comparable securities decline, the market
discount of previously issued securities will be reduced, other things being
equal. Investors should also note that the value of securities purchased at a
market discount will increase in value faster than securities purchased at a
market premium if interest rates decrease. Conversely, if interest rates
increase, the value of securities purchased at a market discount will decrease
faster than securities purchased at a market premium. In addition, if interest
rates rise, the prepayment risk of higher yielding, premium securities and the
prepayment benefit for lower yielding, discount securities will be reduced.
Market discount attributable to interest changes does not indicate a lack of
market confidence in the issue. Neither the sponsor nor the trustee shall be
liable in any way for any default, failure or defect in any of the securities.

PREMIUM SECURITIES. Certain of the securities held by the closed-end funds
in the trust may have been acquired at a market premium from par value at
maturity. The coupon interest rates on the premium securities at the time they
were purchased by the fund were higher than the current market interest rates
for newly issued securities of comparable rating and type. If such interest
rates for newly issued and otherwise comparable securities decrease, the market
premium of previously issued securities will be increased, and if such interest
rates for newly issued comparable securities increase, the market premium of
previously issued securities will be reduced, other things being equal. The
current returns of securities trading at a market premium are initially higher
than the current returns of comparable securities of a similar type issued at
currently prevailing interest rates because premium securities tend to decrease
in market value as they approach maturity when the face amount becomes payable.
Because part of the purchase price is thus returned not at maturity but through
current income payments, early redemption of a premium security at par or early
prepayments of principal will result in a reduction in yield. Redemption
pursuant to call provisions generally will, and redemption pursuant to sinking
fund provisions may, occur at times when the redeemed securities have an
offering side valuation which represents a premium over par or for original
issue discount securities a premium over the accreted value.

ADDITIONAL DEPOSITS. The trust agreement authorizes the sponsor to
increase the size of a trust and the number of units thereof by the deposit of
additional securities, or cash (including a letter of credit) with instructions
to purchase additional securities, in such trust and the issuance of a
corresponding number of additional units. If the sponsor deposits cash,
existing and new investors may experience a dilution of their investments and a
reduction in their anticipated income because of fluctuations in the prices of
the securities between the time of the cash deposit and the purchase of the
securities and because a trust will pay the associated brokerage fees and other
acquisition costs.

ADMINISTRATION OF THE TRUST

DISTRIBUTIONS TO UNITHOLDERS. Income received by a trust is credited by
the trustee to the Income Account for the trust. All other receipts are
credited by the trustee to a separate Capital Account for the trust. The
trustee will normally distribute any income received by a trust on each
distribution date or shortly thereafter to unitholders of record on the
preceding record date. Unitholders will receive an amount substantially equal
to their pro rata share of the balance of the Income Account. All distributions

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will be net of applicable expenses. There is no assurance that any actual
distributions will be made since all dividends received may be used to pay
expenses. In addition, excess amounts from the Capital Account of a trust, if
any, will be distributed at least annually to the unitholders then of record.
Proceeds received from the disposition of any of the securities after a record
date and prior to the following distribution date will be held in the Capital
Account and not distributed until the next distribution date applicable to the
Capital Account. The trustee shall be required to make a distribution from the
Capital Account if the cash balance on deposit therein available for
distribution shall be sufficient to distribute at least $0.01 per unit. The
trustee is not required to pay interest on funds held in the Capital or Income
Accounts (but may itself earn interest thereon and therefore benefits from the
use of such funds).

The distribution to the unitholders as of each record date will be made on
the following distribution date or shortly thereafter and shall consist of an
amount substantially equal to such portion of the unitholders' pro rata share of
the amounts then held in the Income Account after deducting estimated expenses.
Because dividends are not received by a trust at a constant rate throughout the
year, such distributions to unitholders are expected to fluctuate. Persons who
purchase units will commence receiving distributions only after such person
becomes a record owner. A person will become the owner of units, and thereby a
unitholder of record, on the date of settlement provided payment has been
received. Notification to the trustee of the transfer of units is the
responsibility of the purchaser, but in the normal course of business the
selling broker-dealer provides such notice.

The trustee will periodically deduct from the Income Account of a trust
and, to the extent funds are not sufficient therein, from the Capital Account of
a trust amounts necessary to pay the expenses of the trust. The trustee also
may withdraw from said accounts such amounts, if any, as it deems necessary to
establish a reserve for any governmental charges payable out of a trust.
Amounts so withdrawn shall not be considered a part of a trust's assets until
such time as the trustee shall return all or any part of such amounts to the
appropriate accounts. In addition, the trustee may withdraw from the Income and
Capital Accounts of a trust such amounts as may be necessary to cover
redemptions of units.

DISTRIBUTION REINVESTMENT. Unitholders may elect to have distributions of
capital (including capital gains, if any) or dividends or both automatically
invested into additional units of their trust without a sales fee. Your trust
will pay any deferred sales fee per unit regardless of any sales fee discounts.
However, if you are eligible to receive a discount such that the sales fee you
must pay is less than the applicable deferred sales fee, you will be credited
the difference between your sales fee and the deferred sales fee at the time you
buy your units. Accordingly, if you elect to have distributions on your units
reinvested into additional units of your trust, you will be credited the amount
of any remaining deferred sales fee on such units at the time of reinvestment.
Unitholders who are receiving distributions in cash may elect to participate in
distribution reinvestment by filing with the trustee an election to have such
distributions reinvested without charge. Such election must be received by the
trustee at least ten days prior to the record date applicable to any
distribution in order to be in effect for such record date. Any such election
shall remain in effect until the trustee receives a subsequent notice.

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STATEMENTS TO UNITHOLDERS. With each distribution, the trustee will
furnish to each unitholder a statement of the amount of income and the amount of
other receipts, if any, which are being distributed, expressed in each case as a
dollar amount per unit.

The accounts of a trust are required to be audited annually, at the related
trust's expense, by independent public accountants designated by the sponsor,
unless the sponsor determines that such an audit would not be in the best
interest of the unitholders of the trust. The accountants' report will be
furnished by the trustee to any unitholder upon written request. Within a
reasonable period of time after the end of each calendar year, the trustee shall
furnish to each person who at any time during the calendar year was a unitholder
of a trust a statement, covering the calendar year, setting forth for the trust:

(A) As to the Income Account:

(1) the amount of income received on the securities (including income
received as a portion of the proceeds of any disposition of
securities);

(2) the amounts paid for purchases of replacement securities or for
purchases of securities otherwise pursuant to the trust
agreement, if any, and for redemptions;

(3) the deductions, if any, from the Income Account for payment into
the Reserve Account;

(4) the deductions for applicable taxes and fees and expenses of the
trustee, the depositor, the evaluator, the supervisor, counsel,
auditors and any other expenses paid by the trust;

(5) the amounts reserved for purchases of contract securities, for
purchases made pursuant to replace failed contract securities or
for purchases of securities otherwise pursuant to the trust
agreement, if any;

(6) the deductions for payment of the depositor's expenses of
maintaining the registration of the trust units, if any;

(7) the aggregate distributions to unitholders; and

(8) the balance remaining after such deductions and distributions,
expressed both as a total dollar amount and as a dollar amount
per unit outstanding on the last business day of such calendar
year;

(B) As to the Capital Account:

(1) the net proceeds received due to sale, maturity, redemption,
liquidation or disposition of any of the securities, excluding
any portion thereof credited to the Income Account;

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(2) the amount paid for purchases of replacement securities or for
purchases of securities otherwise pursuant to the trust
agreement, if any, and for redemptions;

(3) the deductions, if any, from the Capital Account for payments
into the Reserve Account;

(4) the deductions for payment of applicable taxes and fees and
expenses of the trustee, the depositor, the evaluator, the
supervisor, counsel, auditors and any other expenses paid by the
trust;

(5) the deductions for payment of the depositor's expenses of
organizing the trust;

(6) the amounts reserved for purchases of contract securities, for
purchases made pursuant to replace failed contract securities or
for purchases of securities otherwise pursuant to the trust
agreement, if any;

(7) the deductions for payment of deferred sales fee and creation and
development fee, if any;

(8) the deductions for payment of the depositor's expenses of
maintaining the registration of the trust units, if any;

(9) the aggregate distributions to unitholders; and

(10) the balance remaining after such distributions and deductions,
expressed both as a total dollar amount and as a dollar amount
per unit outstanding on the last business day of such calendar
year; and

(1) a list of the securities held as of the last business day of such
calendar year and a list which identifies all securities sold or
other securities acquired during such calendar year, if any;

(2) the number of units outstanding on the last business day of such
calendar year;

(3) the unit value based on the last trust evaluation of such trust
made during such calendar year; and

(4) the amounts actually distributed during such calendar year from
the Income and Capital Accounts, separately stated, expressed
both as total dollar amounts and as dollar amounts per unit
outstanding on the record dates for such distributions.

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RIGHTS OF UNITHOLDERS. A unitholder may at any time tender units to the
trustee for redemption. The death or incapacity of any unitholder will not
operate to terminate a trust nor entitle legal representatives or heirs to claim
an accounting or to bring any action or proceeding in any court for partition or
winding up of a trust. No unitholder shall have the right to control the
operation and management of a trust in any manner, except to vote with respect
to the amendment of the trust agreement or termination of a trust.

AMENDMENT AND TERMINATION. The trust agreement may be amended by the
trustee and the sponsor without the consent of any of the unitholders: (1) to
cure any ambiguity or to correct or supplement any provision which may be
defective or inconsistent; (2) to change any provision thereof as may be
required by the Securities and Exchange Commission or any successor governmental
agency; or (3) to make such provisions as shall not adversely affect the
interests of the unitholders. The trust agreement with respect to any trust may
also be amended in any respect by the sponsor and the trustee, or any of the
provisions thereof may be waived, with the consent of the holders of units
representing 66 2/3% of the units then outstanding of the trust, provided that
no such amendment or waiver will reduce the interest of any unitholder thereof
without the consent of such unitholder or reduce the percentage of units
required to consent to any such amendment or waiver without the consent of all
unitholders of the trust. In no event shall the trust agreement be amended to
increase the number of units of a trust issuable thereunder or to permit the
acquisition of any securities in addition to or in substitution for those
initially deposited in the trust, except in accordance with the provisions of
the trust agreement. The trustee shall promptly notify unitholders of the
substance of any such amendment.

The trust agreement provides that a trust shall terminate upon the
liquidation, redemption or other disposition of the last of the securities held
in the trust but in no event is it to continue beyond the mandatory termination
date. If the value of a trust shall be less than the applicable minimum value
stated in the prospectus (generally 40% of the total value of securities
deposited in the trust during the initial offering period), the trustee may, in
its discretion, and shall, when so directed by the sponsor, terminate the trust.
A trust may be terminated at any time by the holders of units representing 66
2/3% of the units thereof then outstanding. In addition, the sponsor may
terminate a trust if it is based on a security index and the index is no longer
maintained. A trust will be liquidated by the trustee in the event that a
sufficient number of units of the trust not yet sold are tendered for redemption
by the sponsor, so that the net worth of the trust would be reduced to less than
40% of the value of the securities at the time they were deposited in the trust.
If a trust is liquidated because of the redemption of unsold units by the
sponsor, the sponsor will refund to each purchaser of units the entire sales
charge paid by such purchaser.

Beginning nine business days prior to, but no later than, the scheduled
termination date described in the prospectus, the trustee may begin to sell all
of the remaining underlying securities on behalf of unitholders in connection
with the termination of the trust. The sponsor may assist the trustee in these
sales and receive compensation to the extent permitted by applicable law. The
sale proceeds will be net of any incidental expenses involved in the sales.

The sponsor will generally instruct the trustee to sell the securities as
quickly as practicable during the termination proceedings without in its
judgment materially adversely affecting the market price of the securities, but
it is expected that all of the securities will in any event be disposed of

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within a reasonable time after a trust's termination. The sponsor does not
anticipate that the period will be longer than one month, and it could be as
short as one day, depending on the liquidity of the securities being sold. The
liquidity of any security depends on the daily trading volume of the security
and the amount that the sponsor has available for sale on any particular day.
Of course, no assurances can be given that the market value of the securities
will not be adversely affected during the termination proceedings.

Approximately thirty days prior to termination of a trust, the trustee will
notify unitholders of the termination and provide a form allowing qualifying
unitholders to elect an in-kind distribution. A unitholder who owns the minimum
number of units described in the prospectus may request an in-kind distribution
from the trustee instead of cash. The trustee will make an in-kind distribution
through the distribution of each of the securities of the trust in book entry
form to the account of the unitholder's bank or broker-dealer at Depository
Trust Company. The unitholder will be entitled to receive whole shares of each
of the securities comprising the portfolio of a trust and cash from the Capital
Account equal to the fractional shares to which the unitholder is entitled. The
trustee may adjust the number of shares of any security included in a
unitholder's in-kind distribution to facilitate the distribution of whole
shares. The sponsor may terminate the in-kind distribution option at any time
upon notice to the unitholders. Special federal income tax consequences will
result if a unitholder requests an in-kind distribution.

Within a reasonable period after termination, the trustee will sell any
securities remaining in a trust and, after paying all expenses and charges
incurred by the trust, will distribute to unitholders thereof (upon surrender
for cancellation of certificates for units, if issued) their pro rata share of
the balances remaining in the Income and Capital Accounts of the trust.

The sponsor may, but is not obligated to, offer for sale units of a
subsequent series of a trust at approximately the time of the mandatory
termination date. If the sponsor does offer such units for sale, unitholders
may be given the opportunity to purchase such units at a public offering price
that includes a reduced sales fee. There is, however, no assurance that units
of any new series of a trust will be offered for sale at that time, or if
offered, that there will be sufficient units available for sale to meet the
requests of any or all unitholders.

THE TRUSTEE. The trustee is The Bank of New York, a trust company
organized under the laws of New York. The Bank of New York has its unit
investment trust division offices at 101 Barclay Street, New York, New York
10286, (800) 221-7668. The Bank of New York is subject to supervision and
examination by the Superintendent of Banks of the State of New York and the
Board of Governors of the Federal Reserve System, and its deposits are insured
by the Federal Deposit Insurance Corporation to the extent permitted by law.

The trustee, whose duties are ministerial in nature, has not participated
in selecting the portfolio of any trust. In accordance with the trust
agreement, the trustee shall keep records of all transactions at its office.
Such records shall include the name and address of, and the number of units held
by, every unitholder of a trust. Such books and records shall be open to
inspection by any unitholder at all reasonable times during usual business
hours. The trustee shall make such annual or other reports as may from time to
time be required under any applicable state or federal statute, rule or
regulation. The trustee shall keep a certified copy or duplicate original of

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the trust agreement on file in its office available for inspection at all
reasonable times during usual business hours by any unitholder, together with a
current list of the securities held in each trust. Pursuant to the trust
agreement, the trustee may employ one or more agents for the purpose of custody
and safeguarding of securities comprising a trust.

Under the trust agreement, the trustee or any successor trustee may resign
and be discharged of a trust created by the trust agreement by executing an
instrument in writing and filing the same with the sponsor.

The trustee or successor trustee must mail a copy of the notice of
resignation to all unitholders then of record, not less than sixty days before
the date specified in such notice when such resignation is to take effect. The
sponsor upon receiving notice of such resignation is obligated to appoint a
successor trustee promptly. If, upon such resignation, no successor trustee has
been appointed and has accepted the appointment within thirty days after
notification, the retiring trustee may apply to a court of competent
jurisdiction for the appointment of a successor. The sponsor may at any time
remove the trustee, with or without cause, and appoint a successor trustee as
provided in the trust agreement. Notice of such removal and appointment shall
be mailed to each unitholder by the sponsor. Upon execution of a written
acceptance of such appointment by such successor trustee, all the rights,
powers, duties and obligations of the original trustee shall vest in the
successor. The trustee must be a corporation organized under the laws of the
United States, or any state thereof, be authorized under such laws to exercise
trust powers and have at all times an aggregate capital, surplus and undivided
profits of not less than $5,000,000.

THE SPONSOR. The sponsor of the trust is Fixed Income Securities, L.P.
acting through its Advisor's Asset Management division. The sponsor is a
broker-dealer specializing in providing services to broker-dealers, registered
representatives, investment advisers and other financial professionals. The
sponsor's headquarters are located at 18925 Base Camp Road, Monument, Colorado
80132. You can contact the Advisor's Asset Management division at 8100 East 22nd
Street North, Suite 900B, Wichita, Kansas 67226-2309 or by using the contacts
listed on the back cover of the prospectus. The sponsor is a registered broker-
dealer and investment adviser and a member of the National Association of
Securities Dealers, Inc. (NASD), the Municipal Securities Rulemaking Board
(MSRB), and the Securities Investor Protection Corporation (SIPC).

If at any time the sponsor shall fail to perform any of its duties under
the trust agreement or shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or shall have its affairs taken over by public
authorities, then the trustee may (a) appoint a successor sponsor at rates of
compensation deemed by the trustee to be reasonable and not exceeding such
reasonable amounts as may be prescribed by the Securities and Exchange
Commission, (b) terminate the trust agreement and liquidate any trust as
provided therein, or (c) continue to act as trustee without terminating the
trust agreement.

THE EVALUATOR AND SUPERVISOR. Fixed Income Securities, L.P., the sponsor,
also serves as evaluator and supervisor. The evaluator and supervisor may
resign or be removed by the sponsor and trustee in which event the sponsor or
trustee is to use its best efforts to appoint a satisfactory successor. Such

-17-

resignation or removal shall become effective upon acceptance of appointment by
the successor evaluator. If upon resignation of the evaluator no successor has
accepted appointment within thirty days after notice of resignation, the
evaluator may apply to a court of competent jurisdiction for the appointment of
a successor. Notice of such resignation or removal and appointment shall be
mailed by the trustee to each unitholder.

LIMITATIONS ON LIABILITY. The sponsor, evaluator, and supervisor are
liable for the performance of their obligations arising from their
responsibilities under the trust agreement but will be under no liability to the
unitholders for taking any action or refraining from any action in good faith
pursuant to the trust agreement or for errors in judgment, except in cases of
its own gross negligence, bad faith or willful misconduct or its reckless
disregard for its duties thereunder. The sponsor shall not be liable or
responsible in any way for depreciation or loss incurred by reason of the sale
of any securities.

The trust agreement provides that the trustee shall be under no liability
for any action taken in good faith in reliance upon prima facie properly
executed documents or for the disposition of moneys, securities or certificates
except by reason of its own gross negligence, bad faith or willful misconduct,
or its reckless disregard for its duties under the trust agreement, nor shall
the trustee be liable or responsible in any way for depreciation or loss
incurred by reason of the sale by the trustee of any securities. In the event
that the sponsor shall fail to act, the trustee may act and shall not be liable
for any such action taken by it in good faith. The trustee shall not be
personally liable for any taxes or other governmental charges imposed upon or in
respect of the securities or upon the interest thereof. In addition, the trust
agreement contains other customary provisions limiting the liability of the
trustee.

The trustee and unitholders may rely on any evaluation furnished by the
evaluator and shall have no responsibility for the accuracy thereof. The trust
agreement provides that the determinations made by the evaluator shall be made
in good faith upon the basis of the best information available to it, provided,
however, that the evaluator shall be under no liability to the trustee or
unitholders for errors in judgment, but shall be liable for its gross
negligence, bad faith or willful misconduct or its reckless disregard for its
obligations under the trust agreement.

EXPENSES OF THE TRUST. The sponsor will not charge a trust any fees for
services performed as sponsor. The sponsor will receive a portion of the sale
commissions paid in connection with the purchase of units and will share in
profits, if any, related to the deposit of securities in the trust.

The trustee receives for its services that fee set forth in the prospectus.
The trustee's fee which is calculated and paid monthly is based on the largest
number of units in a trust during the calendar year except during the initial
offering period when it is based on the largest number of units outstanding
during the month preceding payment. The trustee benefits to the extent there
are funds for future distributions, payment of expenses and redemptions in the
Principal and Income Accounts since these Accounts are non-interest bearing and
the amounts earned by the trustee are retained by the trustee. Part of the
trustee's compensation for its services to a trust is expected to result from
the use of these funds.

-18-

The supervisor will charge a trust a surveillance fee for services
performed for the trust in an amount not to exceed that amount set forth in the
prospectus but in no event will such compensation, when combined with all
compensation received from other unit investment trusts for which the sponsor
both acts as sponsor and provides portfolio surveillance, exceed the aggregate
cost to the sponsor of providing such services. Such fee shall be based on the
total number of units of the related trust outstanding as of the January record
date for any annual period, except during the initial offering period the fee
will be based on the units outstanding at the end of each month.

For evaluation of the securities in a trust, the evaluator shall receive an
evaluation fee in an amount not to exceed that amount set forth in the
prospectus but in no event will such compensation, when combined with all
compensation from other unit investment trusts for which the sponsor acts as
sponsor and provides evaluation services, exceed the aggregate cost of providing
such services.

For providing bookkeeping and administrative services to a trust, the
sponsor shall receive an administration fee in an amount not to exceed that
amount set forth in the prospectus but in no event will such compensation, when
combined with all compensation from other unit investment trusts for which the
sponsor acts as sponsor and provides evaluation services, exceed the aggregate
cost of providing such services.

The trustee's fee, sponsor's fees, supervisor's fee and evaluator's fee are
deducted from the Income Account of the related trust to the extent funds are
available and then from the Capital Account. Each such fee may be increased
without approval of unitholders by amounts not exceeding a proportionate
increase in the Consumer Price Index or any equivalent index substituted
therefor.

The following additional charges are or may be incurred by the trust:
(a) fees for the trustee's extraordinary services; (b) expenses of the trustee
(including legal and auditing expenses and reimbursement of the cost of advances
to the trust for payment of expenses and distributions, but not including any
fees and expenses charged by an agent for custody and safeguarding of
securities) and of counsel, if any; (c) various governmental charges;
(d) expenses and costs of any action taken by the trustee to protect the trust
or the rights and interests of the unitholders; (e) indemnification of the
trustee for any loss, liability or expense incurred by it in the administration
of the trust not resulting from negligence, bad faith or willful misconduct on
its part or its reckless disregard of its obligations under the trust agreement;
(f) indemnification of the sponsor for any loss, liability or expense incurred
in acting in that capacity without gross negligence, bad faith or willful
misconduct or its reckless disregard for its obligations under the trust
agreement; and (g) expenditures incurred in contacting unitholders upon
termination of the trust. The fees and expenses set forth herein are payable
out of a trust and, when owing to the trustee, are secured by a lien on the
trust. If the balances in the Income and Capital Accounts are insufficient to
provide for amounts payable by the trust, the trustee has the power to sell
securities to pay such amounts. These sales may result in capital gains or
losses to unitholders. A trust may pay the costs of updating its registration
statement each year.

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PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

When a trust sells securities, the composition and diversity of the
securities in the trust may be altered. In order to obtain the best price for a
trust, it may be necessary for the sponsor to specify minimum amounts in which
blocks of securities are to be sold. In effecting purchases and sales of a
trust's portfolio securities, the sponsor may direct that orders be placed with
and brokerage commissions be paid to brokers, including brokers which may be
affiliated with the trust, the sponsor or dealers participating in the offering
of units.

PURCHASE, REDEMPTION AND PRICING OF UNITS

PUBLIC OFFERING PRICE. Units of a trust are offered at the public offering
price thereof. The public offering price per unit is equal to the net asset
value per unit plus the applicable sales fee referred to in the prospectus. The
initial sales fee is equal to the difference between the maximum sales fee and
the remaining deferred sales fee. The sales fee as a percentage of the public
offering price and the net amount invested is set forth in the prospectus. The
deferred sales fee is a fixed dollar amount and will be collected in
installments as described in the prospectus. Units purchased after the initial
deferred sales fee payment will be subject to the remaining deferred sales fee
payments. Units sold or redeemed prior to such time as the entire applicable
deferred sales fee has been collected will be assessed the remaining deferred
sales fee at the time of such sale or redemption. During the initial offering
period, a portion of the public offering price includes an amount of securities
to pay for all or a portion of the costs incurred in establishing a trust.
These costs include the cost of preparing the registration statement, the trust
indenture and other closing documents, registering units with the Securities and
Exchange Commission and states, the initial audit of the trust portfolio, legal
fees and the initial fees and expenses of the trustee. These costs will be
deducted from a trust as of the end of the initial offering period or after six
months, if earlier.

As indicated above, the initial public offering price of the units was
established by dividing the aggregate underlying value of the securities by the
number of units outstanding. Such price determination as of the opening of
business on the date a trust was created was made on the basis of an evaluation
of the securities in the trust prepared by the evaluator. After the opening of
business on this date, the evaluator will appraise or cause to be appraised
daily the value of the underlying securities as of the close of regular trading
on the New York Stock Exchange on days the New York Stock Exchange is open and
will adjust the public offering price of the units commensurate with such
valuation. Such public offering price will be effective for all orders received
at or prior to the close of regular trading on the New York Stock Exchange on
each such day. Orders received by the trustee, sponsor or any dealer for
purchases, sales or redemptions after that time, or on a day when the New York
Stock Exchange is closed, will be held until the next determination of price.

Had units of a trust been available for sale at the close of business on
the business day before the inception date of the trust, the public offering
price would have been as shown under "Essential Information" in the prospectus.
The public offering price per unit of a trust on the date of the prospectus or
on any subsequent date will vary from the amount stated under "Essential
Information" in the prospectus in accordance with fluctuations in the prices of

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the underlying securities. Net asset value per unit is determined by dividing
the value of a trust's portfolio securities, cash and other assets, less all
liabilities (including accrued expenses and mandatory sales fees), by the total
number of units outstanding. The portfolio securities are valued by the
evaluator as follows: If the security is listed on a national securities
exchange or the Nasdaq Stock Market, the evaluation will generally be based on
the last sale price on the exchange or Nasdaq (unless the evaluator deems the
price inappropriate as a basis for evaluation). If the security is not so
listed or, if so listed and the principal market for the security is other than
on the exchange or Nasdaq, the evaluation will generally be made by the
evaluator in good faith based on an appraisal of the fair value of the
securities using recognized pricing methods.

The foregoing evaluations and computations shall be made as of the close of
regular trading on the New York Stock Exchange, on each business day commencing
with the trust's inception date of the securities, effective for all sales made
during the preceding 24-hour period.

Although payment is normally made three business days following the order
for purchase, payments may be made prior thereto. A person will become the
owner of units on the date of settlement provided payment has been received.
Cash, if any, made available to the sponsor prior to the date of settlement for
the purchase of units may be used in the sponsor's business and may be deemed to
be a benefit to the sponsor, subject to the limitations of the Securities
Exchange Act of 1934. If a unitholder desires to have certificates representing
units purchased, such certificates will be delivered as soon as possible
following his written request therefor.

PUBLIC DISTRIBUTION OF UNITS. The sponsor intends to qualify the units for
sale in a number of states. Units will be sold through dealers who are members
of the National Association of Securities Dealers, Inc. and through others.
Sales may be made to or through dealers at prices which represent discounts from
the public offering price as set forth in the prospectus. Certain commercial
banks may be making units available to their customers on an agency basis. The
sponsor reserves the right to change the discounts from time to time. In
addition to such concessions or agency commissions, the sponsor may, from time
to time, pay or allow additional concessions or agency commissions, in the form
of cash or other compensation, to dealers employing registered representatives
who sell, during a specified time period, a minimum dollar amount of units of
unit investment trusts underwritten by the sponsor. At various times the
sponsor may implement programs under which the sales force of a broker or dealer
may be eligible to win nominal awards for certain sales efforts, or under which
the sponsor will reallow to any such broker or dealer that sponsors sales
contests or recognition programs conforming to criteria established by the
sponsor, or participates in sales programs sponsored by the sponsor, an amount
not exceeding the total applicable sales charges on the sales generated by such
person at the public offering price during such programs. Also, the sponsor in
its discretion may from time to time pursuant to objective criteria established
by the sponsor pay fees to qualifying brokers or dealers for certain services or
activities which are primarily intended to result in sales of units of a trust.
Such payments are made by the sponsor out of its own assets, and not out of the
assets of any trust. These programs will not change the price unitholders pay
for their units or the amount that a trust will receive from the units sold.
The difference between the discount and the sales charge will be retained by the
sponsor.

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The sponsor reserves the right to reject, in whole or in part, any order
for the purchase of units.

PROFITS OF SPONSOR. The sponsor will receive gross sales fees equal to the
percentage of the offering price of the units of such trusts stated in the
prospectus and will pay a portion of such sales fees to dealers and agents. In
addition, the sponsor may realize a profit or a loss resulting from the
difference between the purchase prices of the securities to the sponsor and the
cost of such securities to a trust. The sponsor may also realize profits or
losses with respect to securities deposited in a trust which were acquired from
underwriting syndicates of which the sponsor was a member. An underwriter or
underwriting syndicate purchases securities from the issuer on a negotiated or
competitive bid basis, as principal, with the motive of marketing such
securities to investors at a profit. The sponsor may realize additional profits
or losses during the initial offering period on unsold units as a result of
changes in the daily evaluation of the securities in a trust.

MARKET FOR UNITS. After the initial offering period, while not obligated
to do so, the sponsor may, subject to change at any time, maintain a market for
units of the trust offered hereby and to continuously offer to purchase said
units at the net asset value determined by the evaluator. While the sponsor may
repurchase units from time to time, it does not currently intend to maintain an
active secondary market for units. Unitholders who wish to dispose of their
units should inquire of their broker as to current market prices in order to
determine whether there is in existence any price in excess of the redemption
price and, if so, the amount thereof. Unitholders who sell or redeem units
prior to such time as the entire deferred sales fee on such units has been
collected will be assessed the amount of the remaining deferred sales fee at the
time of such sale or redemption. The offering price of any units resold by the
sponsor will be in accord with that described in the currently effective
prospectus describing such units. Any profit or loss resulting from the resale
of such units will belong to the sponsor. If the sponsor decides to maintain a
secondary market, it may suspend or discontinue purchases of units of the trust
if the supply of units exceeds demand, or for other business reasons.

REDEMPTION. A unitholder who does not dispose of units in the secondary
market described above may cause units to be redeemed by the trustee by making a
written request to the trustee at its unit investment trust division office and,
in the case of units evidenced by a certificate, by tendering such certificate
to the trustee properly endorsed or accompanied by a written instrument or
instruments of transfer in form satisfactory to the trustee. Unitholders must
sign the request, and such certificate or transfer instrument, exactly as their
names appear on the records of the trustee and on any certificate representing
the units to be redeemed. Additional documentation may be requested, and a
signature guarantee is always required, from corporations, executors,
administrators, trustees, guardians or associations. The signatures must be
guaranteed by a participant in the Securities Transfer Agents Medallion Program
("STAMP") or such other signature guaranty program in addition to, or in
substitution for, STAMP, as may be accepted by the trustee. A certificate
should only be sent by registered or certified mail for the protection of the
unitholder. Since tender of the certificate is required for redemption when one
has been issued, units represented by a certificate cannot be redeemed until the
certificate representing such units has been received by the purchasers.

-22-

Redemption shall be made by the trustee no later than the seventh day
following the day on which a tender for redemption is received (the "Redemption
Date") by payment of cash equivalent to the redemption price, determined as set
forth below under "Computation of Redemption Price," as of the close of regular
trading on the New York Stock Exchange next following such tender, multiplied by
the number of units being redeemed. Any units redeemed shall be canceled and
any undivided fractional interest in the related trust extinguished. The price
received upon redemption might be more or less than the amount paid by the
unitholder depending on the value of the securities in the trust at the time of
redemption. Unitholders who sell or redeem units prior to such time as the
entire deferred sales fee on such units has been collected will be assessed the
amount of the remaining deferred sales fee at the time of such sale or
redemption. Certain broker-dealers may charge a transaction fee for processing
redemption requests.

Under regulations issued by the Internal Revenue Service, the trustee is
required to withhold a specified percentage of the principal amount of a unit
redemption if the trustee has not been furnished the redeeming unitholder's tax
identification number in the manner required by such regulations. Any amount so
withheld is transmitted to the Internal Revenue Service and may be recovered by
the unitholder only when filing a tax return. Under normal circumstances, the
trustee obtains the unitholder's tax identification number from the selling
broker. However, any time a unitholder elects to tender units for redemption,
such unitholder should make sure that the trustee has been provided a certified
tax identification number in order to avoid this possible "back-up withholding."
In the event the trustee has not been previously provided such number, one must
be provided at the time redemption is requested. Any amounts paid on redemption
representing interest shall be withdrawn from the Income Account of a trust to
the extent that funds are available for such purpose. All other amounts paid on
redemption shall be withdrawn from the Capital Account for a trust.

Unitholders tendering units for redemption may request a distribution in
kind (a "Distribution In Kind") from the trustee in lieu of cash redemption of
an amount and value of securities per unit equal to the redemption price per
unit as determined as of the evaluation time next following the tender, provided
that the tendering unitholder meets the requirements stated in the prospectus
and the unitholder has elected to redeem at least thirty days prior to the
termination of the trust. If the unitholder meets these requirements, a
Distribution In Kind will be made by the trustee through the distribution of
each of the securities of the trust in book entry form to the account of the
unitholder's bank or broker-dealer at Depository Trust Company. The tendering
unitholder shall be entitled to receive whole shares of each of the securities
comprising the portfolio of the trust and cash from the Capital Account equal to
the fractional shares to which the tendering unitholder is entitled. The
trustee shall make any adjustments necessary to reflect differences between the
redemption price of the units and the value of the securities distributed in
kind as of the date of tender. If funds in the Capital Account are insufficient
to cover the required cash distribution to the tendering unitholder, the trustee
may sell securities. The in kind redemption option may be terminated by the
sponsor at any time.

The trustee is empowered to sell securities in order to make funds
available for the redemption of units. To the extent that securities are sold
or redeemed in-kind, the size of a trust will be, and the diversity of a trust
may be, reduced but each remaining unit will continue to represent approximately

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the same proportional interest in each security. Sales may be required at a
time when securities would not otherwise be sold and may result in lower prices
than might otherwise be realized. The price received upon redemption may be
more or less than the amount paid by the unitholder depending on the value of
the securities in the portfolio at the time of redemption.

The trustee is irrevocably authorized in its discretion, if the sponsor
does not elect to purchase any unit tendered for redemption, in lieu of
redeeming such units, to sell such units in the over-the-counter market for the
account of tendering unitholders at prices which will return to the unitholders
amounts in cash, net after brokerage commissions, transfer taxes and other
charges, equal to or in excess of the redemption price for such units. In the
event of any such sale, the trustee shall pay the net proceeds thereof to the
unitholders on the day they would otherwise be entitled to receive payment of
the redemption price.

The right of redemption may be suspended and payment postponed (1) for any
period during which the New York Stock Exchange is closed, other than customary
weekend and holiday closings, or during which (as determined by the Securities
and Exchange Commission) trading on the New York Stock Exchange is restricted;
(2) for any period during which an emergency exists as a result of which
disposal by the trustee of securities is not reasonably practicable or it is not
reasonably practicable to fairly determine the value of the underlying
securities in accordance with the trust agreement; or (3) for such other period
as the Securities and Exchange Commission may by order permit. The trustee is
not liable to any person in any way for any loss or damage which may result from
any such suspension or postponement.

COMPUTATION OF REDEMPTION PRICE. The redemption price for units (the net
asset value) of each trust is computed by the evaluator as of the evaluation
time stated in the prospectus next occurring after the tendering of a unit for
redemption and on any other business day desired by it, by:

A. Adding: (1) the cash on hand in the trust other than cash deposited in the
trust to purchase securities not applied to the purchase of such securities
and (2) the aggregate value of each issue of the securities held in the
trust as determined by the evaluator on the basis of bid prices therefor;

B. Deducting therefrom (1) amounts representing any applicable taxes or
governmental charges payable out of the trust and for which no deductions
have been previously made for the purpose of additions to the Reserve
Account; (2) an amount representing estimated accrued expenses, including
but not limited to fees and expenses of the trustee (including legal and
auditing fees), the evaluator, the sponsor and counsel, if any; (3) cash
held for distribution to unitholders of record as of the business day prior
to the evaluation being made; and (4) other liabilities incurred by the
trust; and

C. Finally dividing the results of such computation by the number of units of
the trust outstanding as of the date thereof.

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RETIREMENT PLANS. A trust may be suited for purchase by Individual
Retirement Accounts, Keogh Plans, pension funds and other qualified retirement
plans. Generally, capital gains and income received under each of the foregoing
plans are deferred from Federal taxation. All distributions from such plans are
generally treated as ordinary income but may, in some cases, be eligible for
special income averaging or tax-deferred rollover treatment. Investors
considering participation in any such plan should review specific tax laws
related thereto and should consult their attorneys or tax advisers with respect
to the establishment and maintenance of any such plan. Such plans are offered
by brokerage firms and other financial institutions. The trust will lower the
minimum investment requirement for IRA accounts. Fees and charges with respect
to such plans may vary.

OWNERSHIP OF UNITS. Ownership of units will not be evidenced by
certificates unless a unitholder, the unitholder's registered broker/dealer or
the clearing agent for such broker/dealer makes a written request to the
trustee. Units are transferable by making a written request to the trustee and,
in the case of units evidenced by a certificate, by presenting and surrendering
such certificate to the trustee properly endorsed or accompanied by a written
instrument or instruments of transfer which should be sent by registered or
certified mail for the protection of the unitholder. Unitholders must sign such
written request, and such certificate or transfer instrument, exactly as their
names appear on the records of the trustee and on any certificate representing
the units to be transferred. Such signatures must be guaranteed as described
above.

Units may be purchased and certificates, if requested, will be issued in
denominations of one unit or any multiple thereof, subject to the minimum
investment requirement. Fractions of units, if any, will be computed to three
decimal places. Any certificate issued will be numbered serially for
identification, issued in fully registered form and will be transferable only on
the books of the trustee. The trustee may require a unitholder to pay a
reasonable fee, to be determined in the sole discretion of the trustee, for each
certificate re-issued or transferred and to pay any governmental charge that may
be imposed in connection with each such transfer or interchange. The trustee at
the present time does not intend to charge for the normal transfer or
interchange of certificates. Destroyed, stolen, mutilated or lost certificates
will be replaced upon delivery to the trustee of satisfactory indemnity
(generally amounting to 3% of the market value of the units), affidavit of loss,
evidence of ownership and payment of expenses incurred.

PERFORMANCE INFORMATION

Information contained in this Information Supplement or in the prospectus,
as it currently exists or as further updated, may also be included from time to
time in other prospectuses or in advertising material. Information on the
performance of a trust strategy or the actual performance of a trust may be
included from time to time in other prospectuses or advertising material and may
reflect sales charges and expenses of a trust. The performance of a trust may
also be compared to the performance of money managers as reported in SEI Fund
Evaluation Survey or of mutual funds as reported by Lipper Analytical Services
Inc. (which calculates total return using actual dividends on ex-dates
accumulated for the quarter and reinvested at quarter end), Money Magazine Fund
Watch (which rates fund performance over a specified time period after sales
charge and assuming all dividends reinvested) or Wiesenberger Investment
Companies Service (which states fund performance annually on a total return

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basis) or of the New York Stock Exchange Composite Index, the American Stock
Exchange Index (unmanaged indices of stocks traded on the New York and American
Stock Exchanges, respectively), the Dow Jones Industrial Average (an index of 30
widely traded industrial common stocks) or the Standard & Poor's 500 Index (an
unmanaged diversified index of 500 stocks) or similar measurement standards
during the same period of time.

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CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:
The facing sheet
The prospectus
The signatures
The consents of the initial evaluator, independent public accountants and
legal counsel

The following exhibits:

1.1 Trust Agreement (to be filed by amendment).

1.1.1 Standard Terms and Conditions of Trust (to be filed by amendment).

1.2 Certificate of Limited Partnership of Fixed Income Securities, L.P.

1.3 Agreement of Limited Partnership of Fixed Income Securities, L.P.

1.4 Articles of Incorporation of Sterling Resources, Inc., general partner of
Fixed Income Securities, L.P.

2.1 Copy of Certificate of Ownership (included in Exhibit 1.1.1 filed
herewith and incorporated herein by reference).

2.2 Form of Code of Ethics.

3.1 Opinion of counsel as to legality of securities being registered (to be
filed by amendment).

3.2 Opinion of counsel as to the federal income tax status of the securities
being registered (to be filed by amendment).

3.3 Opinion of counsel as to the New York income tax status of the securities
being registered (to be filed by amendment).

4.1 Consent of evaluator (to be filed by amendment).

4.2 Consent of independent auditors (to be filed by amendment).

6.1 List of Officers of Fixed Income Securities, L.P.

7.1 Power of Attorney.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Advisor's Disciplined Trust, Series 10 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wichita and State of Kansas on the 28th day of May,
2004.

ADVISOR'S DISCIPLINED TRUST, SERIES 10

By FIXED INCOME SECURITIES, L.P., DEPOSITOR

By /s/ ALEX R MEITZNER
-----------------------------
Alex R. Meitzner
Managing Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 28, 2004 by the following
persons in the capacities indicated:

SIGNATURE TITLE

Scott Colyer Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

Jack Simkin Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

Jim Dillahunty Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

Joe Cotton Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

Dennis Marlin Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

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Randy Pegg Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

Lisa Colyer Director of Sterling )
Resources, Inc., the General )
Partner of Fixed Income )
Securities, L.P. )

By /s/ ALEX R MEITZNER
-----------------------------
Alex R. Meitzner
Attorney-in-Fact*

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*An executed copy of each of the related powers of attorney is filed
herewith or incorporated herein by reference as Exhibit 7.1.

S-3