As filed with the Securities and Exchange Commission on December 24, 2002

                                            Registration No. 333-
=============================================================================
                       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:
                              NATIONAL EQUITY TRUST(R)
                       Unique Opportunities Trust Series 4

B.    Name of depositor:
                       PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC

C.    Complete address of depositor's principal executive office:
                               100 Mulberry Street
                              Gateway Center Three
                            Newark, New Jersey 07102

D.    Name and complete address of agent for service:
                                                            Copy to:
             SCOTT WALLNER, ESQ.                      KENNETH W. ORCE, ESQ.
      PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC  CAHILL GORDON & REINDEL
              100 Mulberry Street                         80 Pine Street
               Gateway Center Three                   New York, New York 10005
             Newark, New Jersey 07102

E.    Title and amount of securities being registered:
                    An indefinite number of Units of
                            NATIONAL EQUITY TRUST(R),
                       Unique Opportunities Trust Series 4
                    Pursuant to Rule 24f-2 promulgated under the
                    Investment Company Act of 1940 as amended

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

G.    Amount of filing fee:
                                  N/A

H.    Approximate date of proposed sale to public:
      As soon as practicable after the effective date of the registration
      statement.
===========================================================================
     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 hereafter  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.
<PAGE>

The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these  securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

                 Subject to Completion, Dated December 24, 2002

                            NATIONAL EQUITY TRUST(R)
                       UNIQUE OPPORTUNITIES TRUST SERIES 4
                            (Total Return Portfolio)

                                     [LOGO]
                                     UNIQUE
                                  OPPORTUNITIES

================================================================================
The objective of the Trust is total return (capital appreciation and dividends).
The Trust will invest in a fixed portfolio  consisting of common stocks selected
by the Sponsor from a list of Securities selected by the Equity Research Team of
Prudential Securities Incorporated.
================================================================================

                                                     [LOGO] Prudential Financial

Sponsor: Prudential Investment Management Services LLC

Please Read and Retain                       Prospectus dated ____________, 2003
This Prospectus for Future Reference.

================================================================================
The  Securities and Exchange  Commission  has not approved or disapproved  these
securities,  or  determined  if this  prospectus  is truthful or  complete.  Any
representation to the contrary is a criminal offense.
================================================================================
<PAGE>

      Prudential Financial is a service mark of Prudential,  Newark, NJ, and its
affiliates.  Securities  products and services  are offered  through  Prudential
Investment Management Services LLC, a Prudential company.

                              NATIONAL EQUITY TRUST
                       Unique Opportunities Trust Series 4

                                Table of Contents

                                                                            Page
                                                                            ----
Risk Factors .........................................................       A-1
Fee Table ............................................................       A-3
Summary of Essential Information .....................................       A-4
Report of Independent Accountants ....................................       A-7
Statement of Financial Condition .....................................       A-8
Schedule of Portfolio Securities .....................................       A-9
Introduction .........................................................       B-1
The Trust ............................................................       B-1
   Objective .........................................................       B-1
   Summary Description of the Portfolio ..............................       B-1
Risk Factors .........................................................       B-1
   Market Risks ......................................................       B-1
   Fluctuating Security Value ........................................       B-2
   Payment Risks .....................................................       B-2
   Deferred Sales Charge .............................................       B-3
   Early Termination .................................................       B-3
   Litigation ........................................................       B-3
Unit Creation ........................................................       B-3
   Deposit of Securities .............................................       B-3
Tax Status of the Trust ..............................................       B-4
Retirement Plans .....................................................       B-5
Public Offering of Units .............................................       B-5
   Public Offering Price .............................................       B-5
   Sales Charge ......................................................       B-6
   Public Distribution ...............................................       B-6
   Secondary Market ..................................................       B-7
   Profit of Sponsor .................................................       B-7
   Volume Discount ...................................................       B-7
   Employee Discount .................................................       B-8
Rights of Unit Holders ...............................................       B-8
   Ownership of Units ................................................       B-8
   Certain Limitations ...............................................       B-8
   Voting of the Portfolio Securities ................................       B-8
   Distribution ......................................................       B-8
   Tender of Units for Redemption ....................................       B-9
   Purchase by the Sponsor of Units Tendered for Redemption ..........      B-10
   Computation of Redemption Price per Unit ..........................      B-10
Exchange Option ......................................................      B-11
   Federal Income Tax Consequences ...................................      B-12
Reinvestment Program .................................................      B-12
Expenses and Charges .................................................      B-12
   Organization Costs ................................................      B-12
   Trust Fees and Expenses ...........................................      B-13
   Creation and Development Fee ......................................      B-13
   Other Charges .....................................................      B-13
   Payment ...........................................................      B-13
Administration of the Trust ..........................................      B-14
   Reports and Records ...............................................      B-14
Amendment ............................................................      B-14
Termination ..........................................................      B-15
   Termination Options ...............................................      B-15
Resignation, Removal and Liability ...................................      B-16
<PAGE>

                                Table of Contents

                                                                            Page
                                                                            ----
Trustee ......................................................              B-16
   Limitations on Liability ..................................              B-16
   Responsibility ............................................              B-17
   Resignation ...............................................              B-17
Sponsor ......................................................              B-17
   Limitations on Liability ..................................              B-17
   Responsibility ............................................              B-17
   Resignation ...............................................              B-18
   Code of Ethics ............................................              B-18
Legal Opinions ...............................................              B-18
Independent Accountants ......................................              B-18
<PAGE>

      OBJECTIVE--The objective of the National Equity Trust, Unique
Opportunities Trust Series 4 (the Trust) is total return. The Trust seeks to
achieve its objective through an investment for approximately 18 months in a
portfolio of stocks selected by the Sponsor from a list of Securities rated
"Buy" by Prudential Securities Incorporated's equity research team ("Equity
Research") which in its judgement have appreciation potential over the
approximately 18 month life of the Trust. Total return includes:

      o     capital appreciation: the value per Unit of the Securities in the
            Portfolio of the Trust at the termination of the Trust less the
            value per Unit of the Securities in the Portfolio of the Trust at
            the commencement of the Trust plus

      o     income: the dividends paid on the Securities during the life of the
            Trust.

      SECURITIES SELECTION. The Portfolio of the Trust consists of the common
Stocks selected by the Sponsor from a list of Securities rated by Equity
Research on          , 2003, (the "Security" or "Securities" or "Stocks", as the
context requires).

      All of the Securities are rated "Buy" by Equity Research as of the date of
deposit. Equity Research rates stocks Buy, Hold or Sell.

      When Equity Research assigns a Buy rating, they mean that they believe
that a stock of average or below average risk offers the potential for total
return of 15% or more over the next 12 to 18 months. For higher risk stocks,
they may require a higher potential return to assign a Buy rating. When they
reiterate a Buy rating, they are stating their belief that their price target is
achievable over the next 12 to 18 months.

      When Equity Research assigns a Sell rating, they mean that they believe
that a stock of average or above average risk has the potential to decline 15%
or more over the next 12 to 18 months. For lower risk stocks, a lower potential
decline may be sufficient to warrant a Sell rating. When they reiterate a Sell
rating, they are stating their belief that their price target is achievable over
the next 12 to 18 months. A Hold rating signifies their belief that a stock does
not present sufficient upside or downside potential to warrant a Buy or Sell
rating, either because they view the stock as fairly valued or because they
believe that there is too much uncertainty with regard to key variables for the
stock to be rated a Buy or Sell.

      The Stocks will generally be approximately equally dollar weighted in the
Trust. Because the Trust may not invest more than 5% of the value of its assets
in the stock of any issuer that derived more than 15% of its gross revenue from
securities related activities, one Security will constitute less than 5% of the
value of the Trust and the other Securities will be approximately equally dollar
weighted.

      The Portfolio, as of the initial Date of Deposit, contains [ ] issues of
Securities, all of which are traded on the New York Stock Exchange, in the
following industry groups:

      o     Financial Diversified:   %

      o     Retail:   %

      o     Retail Specialty:   %

      o     Oil:   %

      o     REITs:   %

      o     Electric Equipment:   %

      o     Food:   %

      o     Auto Parts & Equipment:   %

      o     Tobacco:   %

      o     Paper:   %

      o     Chemical:   %

      The percentages were computed on the basis of the aggregate net asset
value of the Securities in the Trust on the initial Date of Deposit and are
subject to change.

      RISK FACTORS--There can be no assurance that the Trust's objective can be
realized.

      o     You may lose money by buying Units in the Trust.

      o     The yield on a stock may decline, the dividend on a stock may be
            reduced and the price of a stock may fall.

      o     Equity Research may reduce a rating to Hold or Sell or may
            discontinue coverage on a security.

      o     The price of a Security may fall.

      Since the Trust Portfolio consists of common stock, an investment in Units
of the Trust should be made with an understanding of the risks inherent in any
investment in common stocks. The risks of investing in common stock include
risks associated with the rights to receive payments from the issuer which are
generally inferior to rights of creditors of, or holders of debt obligations or
preferred stocks issued by, the issuer. Holders of common stock have a right to
receive dividends only when and if, and in the amounts, declared by the issuer's
board of directors and to participate in amounts available for distribution by
the issuer only after all other claims on the issuer have been paid or provided
for. Common stock does not represent an obligation of the issuer and therefore
does not offer any assurance of income or provide the degree of protection of
capital of debt securities. Common stock has neither a fixed principal amount
nor a maturity and has values which are subject to market fluctuations for as
long as the common stock remains outstanding. These factors similarly impact on
the ability of an issuer to pay dividends.

      The Trust is not a "managed" registered investment company and Securities
will not be sold by the Trustee as a result of ordinary market fluctuations. A
Security may continue to be held by the Trust even if Equity Research reduces
its rating of a Security. The value of the common stock in the Trust may be
expected to fluctuate over the life of the Trust to values higher or lower than
those prevailing on the Date of Deposit.


                                      A-1
<PAGE>

      o     The value of the Units will fluctuate depending on the value of the
            Securities.

      o     The value of the Securities will fluctuate based on all the factors
            that have an impact on the economy and the equity markets and the
            financial condition of each issuer.

      The Securities intended to be used to reimburse the Sponsor for the
Trust's organization costs may decrease in value during the initial offering
period. To the extent the proceeds from the sale of these Securities are
insufficient to repay the Sponsor for the organization costs, the Trustee will
sell additional Securities to allow the full reimbursement of the Sponsor. The
net asset value per Unit will be reduced by the amount of Securities sold.

      ADDITIONAL RISK FACTORS

      LITIGATION AND LEGISLATION--Philip Morris Companies common stock
represents approximately 7% of the value of the Portfolio. Pending legal
proceedings against Philip Morris cover a wide range of matters including
product liability and consumer protection. Damages claimed in many of the
smoking and health cases alleging personal injury (both individual and class
actions), and in health cost recovery cases brought by governments, unions and
similar entities seeking reimbursement for health care expenditures, aggregate
many billions of dollars.

      The management of the company is unable to make a meaningful estimate of
the amount or range of loss that could result from an unfavorable outcome of
pending litigation. The present legislative and litigation environment is
substantially uncertain, and it is possible that the company's business, volume,
results of operations, cash flows or financial position could be materially
affected by an unfavorable outcome or settlement of certain pending litigation.
The company believes that its cigarette shipments may be materially adversely
affected by price increases related to the tobacco litigation settlements and,
if enacted, by increased excise taxes or other tobacco legislation. The company
believes that the settlement agreements that it entered into with many States
and other jurisdictions may materially adversely affect its business, volume,
results of operations, cash flows or financial position in future years.

      The Sponsor cannot predict the outcome of the litigation pending against
Philip Morris or how the current uncertainty concerning regulatory and
legislative measures will ultimately be resolved. The Sponsor cannot predict
whether these and other possible developments will have a material effect on the
price of Philip Morris stock over the term of the Portfolio, which could in turn
adversely affect Unit prices. A substantial decline in the price of Philip
Morris stock may result in a substantial decline in the value of a Unit.

      Since the Portfolio of the Trust is concentrated in shares issued by
REITs, a domestic corporation or business trust which invests primarily in
income producing real estate or real estate related loans or mortgages, an
investment in the Trust will be subject to risks similar to those associated
with the direct ownership of real estate (in addition to securities markets
risks). These include declines in the value of real estate, illiquidity of real
property investments, risks related to general and local economic conditions,
dependency on management skill, heavy cash flow dependency, possible lack of
availability of mortgage funds, excessive levels of debt or overleveraged
financial structure, overbuilding, extended vacancies of properties, increased
competition, increases in property taxes and operating expenses, changes in
zoning laws, losses due to costs resulting from the clean-up of environmental
problems, liability to third parties for damages resulting from environmental
problems, casualty or condemnation losses, economic or regulatory impediments to
raising rents, changes in neighborhood values and the appeal of properties to
tenants and changes in interest rates. In addition to these risks, equity REITs
may be more likely to be affected by changes in the value of the underlying
property owned by the trusts. Further, REITs are dependent upon the management
skills of the issuers and generally may not be diversified. REITs are also
subject to heavy cash flow dependency, defaults by borrowers and
self-liquidation. The above factors may also adversely affect a borrower's or a
lessee's ability to meet its obligations to the REIT. In the event of a default
by a borrower or lessee, the REIT may experience delays in enforcing its rights
as a mortgagee or lessor and may incur substantial costs associated with
protecting its investments. The value of the REITs may at times be particularly
sensitive to devaluation in the event of rising interest rates.

      A significant amount of the assets of a REIT may be invested in
investments in specific geographic areas or in specific property types, i.e.,
hotels, shopping malls, residential complexes, and office buildings; the impact
of economic conditions on REITS can also be expected to vary with geographic
location and property type. Variations in rental income and space availability
and vacancy rates in terms of supply and demand are additional factors affecting
real estate generally and REITs in particular. In addition, investors should be
aware that REITs may not be diversified and are subject to the risks of
financing projects. REITs are also subject to defaults by borrowers, the
market's perception of the REIT industry generally, and the possibility of
failing to qualify for tax-free pass-through of income under the Internal
Revenue Code, and to maintain exemption from the Investment Company Act of 1940.


                                      A-2
<PAGE>

                                    FEE TABLE

This Fee Table is intended to help you to understand the costs and expenses that
you will bear directly or  indirectly.  See Part B-- "Public  Offering of Units"
and "Expenses and Charges."

                                                     Amount per
                                                     1,000 Units
                                                    with a value
Unit Holder Sales Charges                             of $1,000
-------------------------                           ------------

Maximum Sales Charge ................................  $30.00     3.00%*
Creation and Development Fee (maximum)
 (.25% per year)(c) .................................  $ 5.00     0.50%
Maximum Sales Charges (including Creation
 and Development Fee) ...............................                      3.50%

    *Initial Sales Charge paid at purchase
      (as a percentage of offering price) ...........  $10.00     1.00%(a)
      DSC paid in installments (as a percentage
      of Initial Offering Price) ....................  $20.00     2.00%(b)
      Initial Sales Charge and DSC ..................                      3.00%
                                                       ======
Organizational Costs and Expenses(d) ................  $
                                                       ======
Annual Trust Operating Expenses (as
 a percentage of average net assets)
  Annual Trustee's Fee ..............................  $ 0.90    0.090%
Other Operating Expenses (including Portfolio
 Supervision, Bookkeeping and Administrative Fees) ..  $ 0.35    0.035%
                                                       ------    -----
        Total(e) ....................................  $ 1.25    0.125%
                                                       ======    =====

                                     Example

                                                       Cumulative Expenses
                                                        Paid for Period:
                                                      --------------------
                                                        1           3
                                                       year       years(f)
                                                      ------      --------
An investor would pay the following expenses
  on a $10,000 investment, assuming the Trust's
  operating expense ratio and organization
  cost of      % and a 5% annual return on
  the investment throughout the periods .............  $           $

      The Example  assumes a redemption  and  reinvestment  of all dividends and
distributions  and  utilizes a 5% annual  rate of return.  For  purposes  of the
Example, an annual reinvestment of the 5% annual return is assumed.  The Example
should not be considered a  representation  of past or future expenses or annual
rate of return;  the actual  expenses  and annual  rate of return may be more or
less than those assumed for purposes of the Example.

----------
(a)   The Initial Sales Charge is actually the  difference  between 3.0% and the
      Deferred Sales Charge ("DSC") ($20.00 per 1,000 Units) and would exceed 1%
      if the Public Offering Price exceeds $1,000 per 1,000 Units. As the DSC is
      paid,  the Initial Sales Charge will increase so that the total of the DSC
      and the Initial Sales Charge will equal 3.00%.

(b)   The  actual  fee is $3.33  per  month per  1,000  Units,  irrespective  of
      purchase or redemption price,  payable each month for the last 6 months of
      the Trust (the fee in the last month will be $3.35). If you sell, exchange
      or redeem Units before all of these deductions have been made, the balance
      of the Deferred Sales Charge will be deducted from the Unit  proceeds.  If
      the Unit price exceeds $1 per Unit, the Deferred Sales Charge will be less
      than 2.0%; if the Unit price is less than $1 per Unit,  the Deferred Sales
      Charge will exceed 2.0%.

(c)   The  Creation and  Development  Fee is a new charge that  compensates  the
      Sponsor  for the  creation  and  development  of the Trust.  This fee is a
      charge of .25% per year  during the life of the Trust.  The Trust  accrues
      this fee monthly during the life of the Trust based on its net asset value
      on the last  business day of each month and pays the Sponsor  monthly.  In
      connection  with the  Creation and  Development  Fee, in no event will the
      Sponsor  collect  over the life of the  Trust  more  than  0.50% of a Unit
      Holder's  initial  investment.  If you sell or redeem Units, no additional
      Creation and Development  Fee will be charged on those Units.  For further
      information  about this fee see  "Creation and  Development  Fee" later in
      this Prospectus.

(d)   Investors  will bear all or a portion of the costs  incurred in organizing
      the  Trust.  Estimated  organization  costs  are  included  in the  Public
      Offering  Price and will be  reimbursed to the Sponsor at the close of the
      initial offering period.

(e)   The estimates do not include the cost borne by  Unitholders  of purchasing
      and selling Securities.

(f)   Although the Trust has a term of  approximately  eighteen  months and is a
      unit  investment  trust rather than a mutual  fund,  this  information  is
      presented  to  permit a  comparison  of fees and  expenses,  assuming  the
      principal  amount and  distributions  are rolled over each year into a New
      Series subject only to the Deferred Sales Charge.


                                      A-3
<PAGE>

                        SUMMARY OF ESSENTIAL INFORMATION

                              NATIONAL EQUITY TRUST
                       UNIQUE OPPORTUNITIES TRUST SERIES 4
                             As of January __, 2003*

AGGREGATE VALUE OF SECURITIES ...................................   $
NUMBER OF UNITS .................................................      125,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST REPRESENTED
 BY EACH UNIT ...................................................    1/125,000th
   Value of Securities in the Trust (per 1,000 Units) ...........   $
   Plus value of Securities for organization costs
    (per 1,000 Units)** .........................................   $
                                                                    ----------
   Total value of Securities (per 1,000 Units)*** ...............   $   990.00
   Plus maximum sales charge of 3.00% of Public Offering
     Price (3.03% of net amount invested in Securities)**** .....   $    30.00
   Less Deferred Sales Charge per 1,000 Units ...................       (20.00)
                                                                    ----------
   Public Offering Price per 1,000 Units***** ...................   $ 1,000.00
   Plus the amount per 1,000 Units in the Income Account ........   $     0.00
                                                                    ----------
        Total per 1,000 Units ...................................   $ 1,000.00
                                                                    ==========

REDEMPTION AND SPONSOR'S SECONDARY MARKET REPURCHASE
  PRICE PER 1,000 UNITS******
  (based on the value of the underlying Securities less
  the Deferred Sales Charge per 1,000 Units) ....................   $
RECORD DATES: The tenth day of May, August, November and February
  commencing           .
QUARTERLY DISTRIBUTION DATES: The twenty-fifth day of May, August, November and
  February or as soon thereafter as possible commencing       .
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from the Principal
  Account if the balance therein is less than $1.00 per 1,000 Units.
TRUSTEE'S FEE AND ESTIMATED EXPENSES: $1.00 per 1,000 Units+
CREATION AND DEVELOPMENT FEE: $2.50 per 1,000 Units.
PORTFOLIO SUPERVISION FEE+: Maximum of $.25 per 1,000 Units.
EVALUATION TIME: 4:00 P.M. New York Time
TERMINATION DATE:            ++
SPONSOR'S [    ] ON DEPOSIT: $(     )
MINIMUM VALUE OF TRUST: The Indenture may be terminated if the value of the
  Trust is less than 40% of the value of the Securities calculated after the
  last deposit of Securities.
DEFERRED SALES CHARGE DEDUCTION DATES: The 1st day of each month
  commencing           1, 2003.
MINIMUM PURCHASE: $250.00.

----------

     *  The Date of Deposit.  The Date of Deposit is the date on which the Trust
        Indenture and Agreement was signed and the initial deposit of Securities
        with the Trustee was made.

    **  $    per 1,000 Units will be distributed to the Sponsor to reimburse the
        Sponsor for the payment of the  organization  costs.  The Securities are
        subject to the sales charge.

   ***  After  deduction of the Deferred  Sales Charge then payable (zero on the
        date of this Summary of Essential Information).

  ****  The sales  charge  consists  of an Initial  Sales  Charge and a Deferred
        Sales  Charge.  The Initial  Sales Charge is computed by  deducting  the
        Deferred Sales Charge ($20.00 per 1,000 Units) from the aggregate  sales
        charge (a maximum of 3.00% of the Public  Offering  Price);  thus on the
        date of this Summary of Essential Information,  the Initial Sales Charge
        is $10 per 1,000 Units or 1% of the Public Offering  Price.  The Initial
        Sales  Charge  is  paid at the  time of  purchase  and is  reduced  on a
        graduated  basis on  purchases  of $50,000 or more (see Part  B--"Public
        Offering of Units--Volume Discount").  The Deferred Sales Charge is paid
        through reduction of the net asset value of the Trust by $3.33 per 1,000
        Units on each Deferred Sales Charge  Deduction  Date. On a repurchase or
        redemption  of Units before the last  Deferred  Sales  Charge  Deduction
        Date, any remaining Deferred Sales Charge payments will be deducted from
        the proceeds.

 *****  This price is computed as of the Date of Deposit. This price may vary on
        the date of this Prospectus or any subsequent date.

                                              (Footnotes continued on next page)


                                      A-4
<PAGE>

(Footnotes continued from previous page)

******  This price is computed as of the Date of Deposit. This price may vary on
        the date of this Prospectus or any subsequent  date. This price reflects
        deductions  for remaining  Deferred  Sales Charge  payments  ($20.00 per
        1,000 Units  initially).  The redemption  and  repurchase  price will be
        further  reduced to reflect the Trust's costs of liquidating  Securities
        to meet the redemption, currently estimated at $      per 1,000 Units.

     +  See: "Expenses and Charges" herein. The fee accrues daily and is payable
        on each  Distribution  Date.  Estimated  dividends from the  Securities,
        based on the last  dividends  actually paid, are expected by the Sponsor
        to be  sufficient  to  pay  the  estimated  expenses  of the  Trust.  In
        addition,  brokerage  fees  borne by the  Trust in  connection  with the
        purchase of Securities  by the Trustee with cash  deposited in the Trust
        are currently estimated at $       per 1,000 Units.

    ++  The  Trust may be  terminated  before  the  Termination  Date.  See Part
        B--"Termination."   The  sale  of  Securities   will  occur  during  the
        Liquidation  Period,  the  10  business  day  period  commencing  on the
        Termination Date.


                                      A-5
<PAGE>

                      SPECIAL CHARACTERISTICS OF THE TRUST

      The original proportionate relationship between the number of shares of
each Security in the Trust will be adjusted to reflect the occurrence of a stock
dividend, a stock split, merger, reorganization or a similar event which affects
the capital structure of the issuer of a Security in the Trust but which does
not affect the Trust's percentage ownership of the common stock equity of such
issuer at the time of such event and adjust the proportionate relationship
accordingly for all future subsequent deposits. If the Trust receives the
securities of another issuer as the result of a merger or reorganization of, or
a spin-off, or split-up by the issuer of a Security included in the original
Portfolio, the Trust may under certain circumstances hold those securities as if
they were one of the Securities initially deposited and adjust the proportionate
relationship accordingly for all future subsequent deposits.

      The creation and sale of additional Units and the sale of Units in the
secondary market may continue even though the Securities would no longer be
chosen for deposit into the Trust if the selection process were to be made at
that later time and even if Equity Research has a Hold or Sell rating on one or
more of the Securities or if the Securities are no longer rated or covered by
Equity Research.

      DISTRIBUTION: The Trustee will distribute dividends received by the Trust
(net of expenses) and return of capital, if any, on or shortly after each
Quarterly Distribution Date to Unit Holders of record on the Record Date
immediately before that Quarterly Distribution Date. (See Part B--"Rights of
Unit Holders--Distributions.") We cannot assure that there will be any amounts
available for distribution to Unit Holders because the expenses of the Trust may
exceed the dividend income received by the Trust.

      PUBLIC OFFERING PRICE: The Public Offering Price of the Units of the Trust
during the initial offering period is based on the value of the underlying
Securities in the Trust's Portfolio divided by the number of Units outstanding
in the Trust, plus the applicable sales charge. A proportionate share of
amounts, if any, in the Income Account is also added to the Public Offering
Price. (See Part B--"Public Offering of Units--Public Offering Price.") The
Initial Sales Charge will vary with changes in the aggregate sales charge and is
paid to the Sponsor at the time of purchase.

      Unitholders investing the proceeds of distribution from a previous
terminating Series of National Equity Trust Unique Opportunity Trust Series,
upon purchase of Units of the Trust, will be subject only to the Deferred Sales
Charge on those Units. You are obligated to pay any remaining Deferred Sales
Charge if you exchange, redeem or sell Units to the Sponsor before the last
Deferred Sales Charge Deduction Date.

      SECONDARY MARKET--The Sponsor, although not obligated to do so, presently
intends to maintain a secondary market for the Units in the Trust as more fully
described under Part B--"Public Offering of Units--Secondary Market." If this
market is not maintained, a Unit Holder will be able to dispose of his Units
only by tendering his Units to the Trustee for redemption. (See Part B--"Rights
of Unit Holders--Redemption--Computation of Redemption Price per Unit.") The
Sponsor's Repurchase Price, like the Redemption Price, will reflect the
deduction from the value of the underlying Securities of any unpaid amount of
the Deferred Sales Charge. To the extent the entire Deferred Sales Charge has
not been deducted or paid at the time of redemption of the Units, the remainder
will be deducted from the proceeds of redemption or in calculating an in-kind
redemption.

      TRUST TERMINATION--The Trust will terminate on the Termination Date unless
terminated earlier. A Unit Holder's Units will be redeemed in-kind on the
Termination Date by distribution of the Unit Holder's pro rata share of the
Securities and any cash in the Portfolio of the Trust on that date to the
Distribution Agent who will act as agent for that Unit Holder.

      OPTIONS ON TERMINATION--You must notify the Trustee before the Termination
Date of the Trust of the option(s) that you choose. You may elect one or more of
the following three options.

      o     Receipt of Securities "in-kind"

      o     Receipt of the cash value of the Unit

      o     Receipt of units in a new trust for the cash proceeds of your Units
            of this Trust (you may realize a tax gain or loss from the sale of
            Securities)

      Please see the Termination Options section for additional information
about each option and for information about how the Trust will terminate.


                                      A-6
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Unit Holders, Sponsor and Trustee
  of National Equity Trust Unique Opportunities Trust Series 4

      In  our  opinion,  the  accompanying  statement  of  financial  condition,
including the schedule of portfolio securities, presents fairly, in all material
respects,  the financial position of National Equity Trust Unique  Opportunities
Trust Series 4 (the "Trust") at January __, 2003, in conformity  with accounting
principles  generally  accepted in the United States of America.  This financial
statement is the responsibility of the Trustee; our responsibility is to express
an opinion on this  financial  statement  based on our audit.  We conducted  our
audit  of  this  financial  statement  in  accordance  with  auditing  standards
generally  accepted in the United States of America,  which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material  misstatement.  An audit includes examining,  on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statement,  assessing the accounting  principles used and significant  estimates
made  by  the  Trustee,   and   evaluating  the  overall   financial   statement
presentation.  We believe that our audit,  which  included  confirmation  of the
irrevocable  letter of credit for the  purchase of the  securities  shown in the
schedule of portfolio securities, provides a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS LLP

New York, New York
January __, 2003


                                      A-7
<PAGE>

                        STATEMENT OF FINANCIAL CONDITION

                              NATIONAL EQUITY TRUST
                       UNIQUE OPPORTUNITIES TRUST SERIES 4
                     As of Date of Deposit, January   , 2003

                                 TRUST PROPERTY

Sponsor's Contracts to Purchase underlying Securities
  backed by an irrevocable letter of credit(a)(e) ...............  $
                                                                   -----------
        Total ...................................................  $
                                                                   ===========

                    LIABILITIES AND INTEREST OF UNIT HOLDERS
Liabilities--
        Payment of deferred portion of sales charge(b) ..........  $
        Reimbursement to Sponsor for organization costs(e) ......
                                                                   -----------
        Subtotal ................................................
                                                                   -----------
Interest of Holders--
        Units of fractional undivided interest outstanding:
          Cost to investors(c) ..................................  125,000,000
          Less: Gross underwriting commission(d)
          Less: Organization costs(e) ...........................
                                                                   -----------
Net amount applicable to investors ..............................
                                                                   -----------
        Total ...................................................  $
                                                                   ===========

----------
      (a) The  aggregate  value of the  Securities  represented  by Contracts to
Purchase  listed under  "Schedule of Portfolio  Securities"  included herein and
their cost to the Trust are the same. An  irrevocable  letter of credit drawn on
The Bank of New York in the amount of $      million  dollars has been deposited
with the  Trustee for the  purchase  of  Securities  pursuant  to  contracts  to
purchase such Securities.

      (b) Represents the aggregate  amount of mandatory  distributions  of $3.33
per 1,000 Units per month payable on the 1st day of each month from         2003
through            2004.  ($3.35  payable on  ________)  Distributions  will  be
made to an account  maintained  by the Trustee from which the Holders'  Deferred
Sales Charge obligation to the Sponsor will be satisfied.  If Units are redeemed
before          1, 2004, the remaining  portion of the  distribution  applicable
to those Units will be transferred to that account on the redemption date.

      (c) The aggregate Public Offering Price is computed on the basis set forth
under "Public Offering of Units--Public Offering Price."

      (d) The  aggregate  maximum  sales charge of 3.00% of the Public  Offering
Price per Unit is  computed  on the basis set forth  under  "Public  Offering of
Units--Public Offering Price."

      (e) A portion of the Public  Offering  Price  consists of Securities in an
amount  sufficient  to  pay  for  all or a  portion  of the  costs  incurred  in
establishing  the Trust.  The Sponsor will be  reimbursed  for the  organization
costs at the close of the initial offering period.


                                      A-8
<PAGE>

                        SCHEDULE OF PORTFOLIO SECURITIES

                              NATIONAL EQUITY TRUST
                       UNIQUE OPPORTUNITIES TRUST SERIES 4

                       On Date of Deposit January   , 2003

<TABLE>
<CAPTION>
                                                Current             Percentage of
                                                Annual                Aggregate       Price      Cost of
                                               Dividend    Number      Market          Per       Stocks
Portfolio                                         Per        of         Value       Share to       to
   No.       Name of Issuer                    Share(1)    Shares     of Trust        Trust     Trust(2)
---------    --------------                    --------    ------   --------------  --------    --------
<S>          <C>                               <C>         <C>       <C>             <C>         <C>




</TABLE>

----------
(1)   Based on the latest quarterly or semiannual  declaration.  There can be no
      assurance that future dividend payments,  if any, will be maintained in an
      amount equal to the dividend listed above.

(2)   The  Securities  were  acquired  by the  Sponsor on January    , 2003. All
      Securities are represented entirely by contracts to purchase. Valuation of
      Securities  by the Trustee  was made on the basis of the closing  price on
      the New York Stock Exchange on January   , 2003.  The  aggregate  purchase
      price to the Sponsor for the Securities deposited in the Trust is $      .

      Affiliates  of the  Sponsor may have acted as an  underwriter,  manager or
co-manager of a public  offering of the  Securities in the Trust during the last
three  years.  Affiliates  of  the  Sponsor  may  serve  as  specialists  in the
Securities  in this Trust on one or more stock  exchanges and may have a long or
short position in any of these stocks or in options on any of these stocks,  and
may be on the  opposite  side of  public  orders  executed  on the  floor  of an
exchange where the Securities  are listed.  An officer,  director or employee of
the  Sponsor or its  affiliates  may be an officer or director of one or more of
the issuers of the  Securities in the Trust.  The Sponsor or its  affiliates may
trade for its own account as an odd-lot dealer,  market maker,  block positioner
and/or arbitrageur in any of the Securities or related options. The Sponsor, its
affiliates,   directors,  elected  officers,  employees  and  employee  benefits
programs  may have either a long or short  position  in any  Security or related
option.


                                      A-9
<PAGE>

                      [This page intentionally left blank]
<PAGE>

PROSPECTUS--PART B:

--------------------------------------------------------------------------------
Note that Part B of this Prospectus may not be distributed unless accompanied by
Part A.
--------------------------------------------------------------------------------

                              NATIONAL EQUITY TRUST
                       UNIQUE OPPORTUNITIES TRUST SERIES 4

                                  INTRODUCTION

      Prudential Investment Management Services LLC (the "Sponsor"), The Bank of
New York (the "Trustee") and Prudential Securities  Incorporated (the "Portfolio
Supervisor")  signed a Trust  Indenture and  Agreement  and a related  Reference
Trust  Agreement  that created  this series of the National  Equity Trust Unique
Opportunities Trust under the laws of the State of New York.

                                   THE TRUST

Objective

      The  objective of the Trust is total  return  through an  investment  in a
portfolio  of stocks  selected by the Sponsor  from a list of  Securities  rated
"Buy" by Equity  Research.  The Trust seeks to achieve its objective  through an
investment in a portfolio of the Securities. Total Return includes:

      o     capital  appreciation--the  value per Unit of the  Securities in the
            Portfolio  of the Trust at the  termination  of the  Trust  less the
            value per Unit of the  Securities  in the  Portfolio of the Trust at
            the commencement of the Trust; and

      o     income--dividends  paid on the  Securities  during  the  life of the
            Trust.

Summary Description of the Portfolio

      On the Date of Deposit,  the Sponsor  deposited  the  Securities  with the
Trustee.  The  Trust may also  contain  Securities  and/or  cash (or a letter of
credit instead of cash) with instructions to the Trustee to purchase  Securities
(see "Schedule of Portfolio Securities" in Part A). The Trustee then immediately
delivered to the Sponsor the units (the "Units") comprising the entire ownership
of the Trust as of the Date of Deposit. The Sponsor, through this Prospectus, is
offering the Units to the public.

      The Trust consists of:

      (1)   the Securities  listed under  "Schedule of Portfolio  Securities" as
            may continue to be held from time to time in the Trust and

      (2)   any  additional  Securities  and/or cash that the Trust acquires and
            holds pursuant to the provisions of the Indenture and

      (3)   uninvested cash realized from the disposition of Securities.

      Because  the  Trust  may  sell  certain  Securities,   primarily  to  meet
redemptions, or reduce their percentage under certain circumstances, and because
the Trust may acquire additional Securities, the Trust is not expected to retain
for  any  length  of  time  its  present  size  and  exact   composition.   (See
"Sponsor--Responsibility.")

      The Trust is not a "managed" registered  investment company and Securities
will not be sold by the  Trustee as a result of  ordinary  market  fluctuations.
Therefore,  neither the Trustee nor the Sponsor has the  authority to manage the
Trust's assets in an attempt to take  advantage of various market  conditions to
increase  the  Trust's  net asset  value.  Further,  the  Sponsor may direct the
disposition  by the Trustee of  Securities  only upon the  occurrence of certain
events. (See "Sponsor--Responsibility.")

      There is no assurance  that the Trust will declare or pay any dividends in
the future on the Securities initially deposited or to be deposited subsequently
in the Trust.  Neither the Sponsor nor the Trustee will be liable in any way for
any default, failure or defect in the Securities.

                                  RISK FACTORS

Market Risks

      There can be no  assurance  that the  objective  of the Trust  will be met
because the Securities may rise or fall in value, or pay dividends, depending on
the full range of economic and market influences affecting:

      o     the financial condition of issuers,

      o     the prices of equity securities in general, and

      o     the particular stocks that this Trust holds.


                                      B-1
<PAGE>

      If you  invest in Units of the  Trust,  you  should  understand  the risks
inherent in an  investment  in common  stock.  The risks of  investing in common
stock include:

      o     the risk that the financial  condition of one or more of the issuers
            of the Securities may worsen;

      o     the risk that the issuer may reduce or eliminate a dividend;

      o     the risk that the general  condition of the stock market may weaken;
            and

      o     the risk that the value of Units will decline as the market value of
            the Securities decreases.

      The  Sponsor  can not  predict  the  direction  or  scope  of any of these
factors.  See the risks  described in Part A of the  Prospectus as well as those
set forth below.

Fluctuating Security Value

      Common stocks are  susceptible  to general  stock market  movements and to
volatile and unpredictable increases and decreases in value as market confidence
in and perceptions of the issuers change from time to time. Investors base these
perceptions upon such factors as:

      o     expectations relating to a company's earnings and future prospects,

      o     expectations  regarding domestic and foreign economic,  monetary and
            fiscal policies,

      o     inflation and interest rates,

      o     currency exchange rates, economic expansion or contraction, and

      o     global or regional political, economic and banking conditions.

      The Sponsor cannot predict the direction or scope of any of these factors.
Therefore  we can give no assurance  that the Trust will  achieve its  objective
over its  approximately  18 month life. We can likewise  give no assurance  that
future  portfolios  selected  using the same  methodology  as the  Trust  during
consecutive  18 month  periods  will  meet  their  objectives.  The Trust is not
designed to be a complete equity investment program.

      The Sponsor's buying and selling of the Securities,  especially during the
initial  offering of Units of the Trust or to satisfy  redemptions  of Units may
impact  upon  the  value  of  the  underlying  Securities  and  the  Units.  The
publication of the list of the Securities  selected for the Trust may also cause
increased  buying  activity in certain of the stocks  comprising  the Portfolio.
After  such  announcement,  investment  advisory  and  brokerage  clients of the
Sponsor and its affiliates may purchase individual  Securities  appearing on the
list during the course of the initial offering  period.  Such buying activity in
the stock of these  companies  prior to the  purchase of the  Securities  by the
Trust may cause the Trust to purchase stocks at a higher price than those buyers
who effect purchases prior to purchases by the Trust.

Payment Risks

      There are certain  payment risks involved in owning common  stocks.  Risks
include those arising from the fact that holders of common and preferred  stocks
have rights to receive  payments from the issuers of those stocks.  These rights
are generally  inferior to those of creditors of, or holders of debt obligations
issued by, such issuers. Furthermore, the rights of holders of common stocks are
inferior to the rights of holders of preferred stocks.  Holders of common stocks
of the type held in the Portfolio  have a right to receive  dividends only when,
as and if, and in the  amounts,  declared by the  issuer's  board of  directors.
Holders of common  stocks  such as those in the  Portfolio  also have a right to
participate in amounts  available for  distribution by the issuer only after all
other claims on the issuer have been paid or provided for.

      By  contrast,  holders  of  preferred  stocks  have the  right to  receive
dividends  at a fixed  rate  when  and as  declared  by the  issuer's  board  of
directors.  This rate is normally on a  cumulative  basis.  Holders of preferred
stocks do not ordinarily participate in other amounts available for distribution
by the issuing  corporation.  Issuing corporations must pay cumulative preferred
stock dividends before common stock dividends.

      The  issuance of debt  securities,  as compared  with both  preferred  and
common stock,  will create prior claims for payment of principal and interest in
the case of debt  securities.  The issuance of preferred stock, as compared with
common stock,  will create prior claims for payment of dividends and liquidation
preferences in the case of preferred  stock.  These prior claims could adversely
affect (l) the ability and inclination of the issuer to declare or pay dividends
on its common stock or (2) the rights of holders of common stock with respect to
assets of the issuer upon liquidation or bankruptcy. Further, common stocks lack
a fixed  principal  amount and a maturity date but have values which are subject
to market  fluctuations  for as long as the common  stocks  remain  outstanding.
Common  stocks are thus unlike debt  securities  which  typically  have a stated
principal  amount payable at maturity.


                                      B-2
<PAGE>

Common  stocks  also  differ  from  preferred  stocks  which  typically  have  a
liquidation   preference  and  which  may  have  stated  optional  or  mandatory
redemption provisions.  Additionally, market timing and volume trading will also
affect the  underlying  value of Securities,  including the Sponsor's  buying of
additional   Securities  and  the  Trust's  selling  of  Securities  during  the
Liquidation Period.

      The value of the Units will  fluctuate  depending  on all the factors that
have an impact on the economy and the equity  markets.  These factors  similarly
impact  on the  ability  of an  issuer  to  distribute  dividends.  There  is no
assurance  that any  dividends  will be  declared  or paid in the  future on the
Securities.  The Sponsor may direct the  Trustee to dispose of  Securities  only
upon the occurrence of certain events. (See "Sponsor--Responsibility"). However,
the  Trustee  will not  dispose  of  Securities  solely  as a result  of  normal
fluctuations in market value.

      The Sponsor may deposit  additional  Securities  and may  continue to sell
Units of the Trust even though one or more of the Securities would not have been
selected for  inclusion in the  Portfolio  if the  selection  was made on a date
after the  initial  date of  deposit  or if Equity  Research  has a hold or sell
recommendation on the Security or if the Securities are no longer rated.

Deferred Sales Charge

      It is anticipated  that  Securities  generally will not be sold to pay the
Deferred Sales Charge until after the last Deferred Sales Charge Deduction Date.
Unit  holders  will be at risk with  respect to  changes in the market  value of
Securities  between the accrual of each  monthly  deferred  sales charge and the
actual sale of Securities to satisfy the payment of the Deferred Sales Charge.

Early Termination

      The  Trust  has  a  mandatory   termination  date  set  forth  under  Part
A--"Summary of Essential  Information," but may be terminated earlier if certain
events  occur (see  "Termination"),  including a  reduction  in the value of the
Trust  below  the  value  set  forth  under  Part   A--"Summary   of   Essential
Information."

Litigation

      Except  as set  forth  above,  the  Sponsor  does not know of any  pending
litigation  as of the initial date of deposit that might  reasonably be expected
to have a material adverse effect on the Portfolio.  Pending litigation, any new
litigation  or  new  legislation  may  have a  material  adverse  effect  on the
Securities  in  the  Portfolio  or  the  issuers  of  the  Securities.  Changing
approaches  to  regulation  may have a  negative  impact  on  certain  companies
represented  in the  Portfolio.  Pending  and  future  litigation,  legislation,
regulation  or  deregulation  may  impair  the  ability  of the  issuers  of the
Securities  to achieve  their  business  goals and may have a  material  adverse
impact on the Portfolio.

                                  UNIT CREATION

Deposit of Securities

      On the date that the Trust was  created,  the Sponsor  deposited  with the
Trustee certain  Securities and contracts and funds  (represented by irrevocable
letter(s) of credit issued by major commercial  bank(s)) for the purchase of the
Securities.  The Securities were deposited at prices equal to their market value
as determined  by the Trustee.  The Sponsor may also deposit cash or a letter of
credit and instruct the Trustee to purchase Securities.  The Sponsor created the
Trust simultaneously with the deposit of the Securities with the Trustee and the
execution of the Indenture and the Reference Trust  Agreement.  The Trustee then
immediately  recorded  the Sponsor as owner of the Units  comprising  the entire
ownership of the Trust.

      Through  this  Prospectus,  the Sponsor is offering  the Units,  including
Additional Units, as defined below, for sale to the public. The holders of Units
(the "Unit  Holders"  the  "Unitholders"  or the "Unit  Holder,"  as the context
requires)  will have the right to have their Units  redeemed at a price based on
the  market  value of the  Securities  if they  cannot be sold in the  secondary
market which the Sponsor,  although not  obligated to,  proposes to maintain.  A
secondary  market  for Units is a market  where  Units are bought and sold after
their original issue. In addition,  the Sponsor may offer for sale, through this
Prospectus, Units which the Sponsor may have repurchased in the secondary market
or upon the tender by a Unit Holder of Units for redemption. The Trustee has not
participated  in the selection of Securities  for the Trust.  The Sponsor or the
Trustee will not be liable in any way for any default,  failure or defect in any
Securities.

      With the deposit of the  Securities  in the Trust on the  initial  Date of
Deposit, the Sponsor established a proportionate relationship between the number
of  shares  of each  Security  in the  Portfolio.  You  may  find  the  original
proportionate  relationships  on the initial Date of Deposit in the "Schedule of
Portfolio Securities." The original  proportionate  relationships are subject to
adjustment      under      certain      limited       circumstances.       (See:
"Sponsor--Responsibility.")  Under the Indenture and Agreement,  the Sponsor can
deposit additional  Securities and contracts to purchase  additional  Securities
together  with a letter of credit  and/or cash or a letter of credit  instead of
cash.  The  Sponsor  may then  give  instructions  to the  Trustee  to  purchase
additional  Securities in order to create  additional Units. Any such additional
deposits  made in the 90 day period  following  the  creation  of the Trust will
consist of securities of the


                                      B-3
<PAGE>

same issuers as those  already in the Trust.  These  deposits will be in amounts
which  maintain,   to  the  extent  practicable,   the  original   proportionate
relationship  between the number of shares of each  Security and any cash in the
Portfolio.  It may not be possible to maintain the exact original  proportionate
relationship because of price changes or other reasons.

      Since the Sponsor  deposits cash or a letter of credit in lieu of cash and
gives  instructions to the Trustee to purchase  additional  Securities to create
Additional Units, Units,  including  previously issued Units, may represent more
or less of that  Security and more or less of other  Securities in the Portfolio
of the Trust.  This is because  the price of a Security  fluctuates  between the
time  the cash is  deposited  and the  time  the  cash is used to  purchase  the
Security.

      The  Trustee may hold any cash  deposited  with  instructions  to purchase
Securities in an interest bearing account. Any interest earned on such cash will
be the property of the Trust.  Unit Holders will receive,  as a distribution  on
the earlier of (1) the first  Distribution Date or (2) 90 days after the initial
Date of Deposit:

      o     any cash deposited with  instruction to purchase  Securities that is
            not used to purchase Securities, and

      o     any interest not used to pay Trust expenses.

      This Prospectus may be used to  continuously  offer  additional  Units for
sale to the  public.  After the 90 day  period  following  the  initial  Date of
Deposit  any  deposit  of  additional  Securities  and cash must  replicate  the
portfolio exactly as it was immediately before that deposit.

      The Sponsor may acquire large volumes of additional Securities for deposit
into the Trust over a short period of time. These acquisitions may tend to raise
the  market  prices  of  these  Securities.   To  minimize  the  risk  of  price
fluctuations when purchasing  Securities,  the Trust may purchase  Securities at
the closing price as of the Evaluation  Time. To do so, the Trust may enter into
trades with unaffiliated  broker/dealers for the purchase of large quantities of
shares.  These trades will be entered into at an increased commission cost which
the Trust will bear.  (See  "Summary  of  Essential  Information.")  The Sponsor
cannot currently predict the actual market impact of the Sponsor's  purchases of
additional  Securities  because it does not know the actual volume of Securities
to be purchased and the supply and price of the Securities.

      Units will be sold by the  Sponsor  to  investors  at the Public  Offering
Price next computed after receipt of the investor's  order to purchase Units, if
Units are  available  to fill orders on the day that that price is set. If Units
are not available or are insufficient to fill the order, the Sponsor will reject
the investor's  order. The number of Units available may be insufficient to meet
demand.  This may be because of the  Sponsor's  inability  to or decision not to
purchase and deposit underlying Securities in amounts sufficient to maintain the
proportionate  numbers  of  shares  of  each  Security  as  required  to  create
additional  Units. The Sponsor may, if unable to accept orders on any given day,
offer to execute the order as soon as enough  Units can be created.  You will be
deemed to have  placed a new order for that  number of Units each day until that
order is  accepted.  The  Sponsor  will  execute  your  order,  when  Units  are
available,  at the Public  Offering  Price  next  calculated  after the  Sponsor
accepts  your  continuing  order.  You will,  of course,  be able to revoke your
purchase offer at any time prior to acceptance by the Sponsor.  The Sponsor will
execute  orders to purchase in the order it  determines  that they are received.
The Sponsor will first fill orders  received  first.  However,  the Sponsor will
accept  indications of interest before the  effectiveness of the registration of
the offering of Trust Units which become orders upon effectiveness  according to
the order in which the Sponsor receives the indications of interest.

      On the  initial  Date of Deposit,  each Unit  represented  the  fractional
undivided interest in the Securities and net income of the Trust set forth under
"Summary of Essential  Information."  Thereafter,  if you redeem any Units,  the
amount of  Securities  in the Trust will  decline and the  fractional  undivided
interest  represented  by each  remaining  Unit in the balance of the Trust will
increase.  However, if the Trust issues Additional Units, the aggregate value of
the  Securities  in the  Trust  will  increase  by  amounts  allocable  to  such
Additional Units and the fractional  undivided  interest in the Trust will fall.
Units  will  remain  outstanding  until you or any Unit  Holder,  including  the
Sponsor, redeem them upon tender to the Trustee, or until the termination of the
Trust on the terms specified in the Indenture and Agreement.

      All of the  Securities  are  publicly  traded.  The  contracts to purchase
Securities  deposited  initially  in the  Trust  are  expected  to settle in the
ordinary manner for such Securities.  Settlement of the contracts for Securities
is thus expected to take place prior to the settlement of Units purchased on the
date of this Prospectus.

                             TAX STATUS OF THE TRUST

      In the  opinion  of  Cahill  Gordon &  Reindel,  special  counsel  for the
Sponsor, under existing Federal income tax law:

      The Trust is not an  association  taxable  as a  corporation  for  Federal
income tax purposes.  Income  received by the Trust will be treated as income of
the Unit Holders in the manner set forth below.

      Under the grantor trust rules of Sections  671-678 of the Internal Revenue
Code of 1986, as amended, each Unit Holder will be considered to be the owner of
a pro rata  portion of each asset in the Trust.  The total tax cost of each Unit
purchased  solely for cash will equal the cost of Units,  including  the Initial
Sales  Charge.  A Unit  Holder  should  determine  the tax cost  for each  asset
represented


                                      B-4
<PAGE>

by the Unit Holder's  Units  purchased  solely for cash by allocating  the total
cost for such Units, including the Initial Sales Charge, among the assets in the
Trust  represented by the Units in proportion to the relative fair market values
thereof on the date the Unit Holder purchases such Units.

      The proceeds  actually  received by a Unit Holder upon  termination of the
Trust or  redemption  of Units will be net of the  Deferred  Sales  Charge,  the
Creation and Development Fee, and the charge for  organizational  expenses.  The
relevant tax  reporting  forms sent to Unit Holders will also reflect the actual
amounts paid to them after  reduction for the Deferred Sales Charge,  the charge
for organizational  expenses and the Creation and Development Fee.  Accordingly,
you  should  not  increase  the total  cost for your  Units by the amount of the
Deferred Sales Charge and the charge for organizational expenses or the Creation
and Development Fee.

      You as a Unit  Holder  will  be  considered  to have  received  all of the
dividends paid on your pro rata portion of each Security when the Trust receives
such  dividends  including  the  portion of such  dividend  used to pay  ongoing
expenses.  In the case of a corporate  Unit Holder,  such dividends will qualify
for the 70% dividends  received deduction for corporations to the same extent as
if the corporate Unit Holder held the dividend-paying stock directly.  You as an
individual  Unit Holder who itemizes  deductions will be entitled to an itemized
deduction  for your pro rata share of fees and expenses  paid by the Trust as if
you paid such fees and expenses  directly.  You are  entitled to this  deduction
only to the extent  that this  amount  together  with your  other  miscellaneous
deductions exceed 2% of your adjusted gross income. A corporate Unit Holder will
not be subject to this 2% floor.

      Under the position taken by the Internal Revenue Service in Revenue Ruling
90-7,  a  distribution  by the  Trustee to you or to your agent of your pro rata
share of the Securities in kind upon redemption or termination of the Trust will
not be a taxable event to you. Your basis for Securities so distributed  will be
equal to your  basis for the same  Securities,  previously  represented  by your
Units,  before such  distribution.  The holding period for such  Securities will
include the period during which you held the Units. You will have a taxable gain
or loss,  which will be a capital  gain or loss  except in the case of a dealer,
when you dispose of such Securities in a taxable transfer.

      Under the income tax laws of the State and City of New York,  the Trust is
not an  association  taxable  as a  corporation.  These tax laws will  treat the
income of the Trust as the income of the Unit Holders.

      If the proceeds that the  Distribution  Agent or the Trustee receives upon
the sale of an underlying  Security  exceed your adjusted tax cost  allocable to
the Security  disposed of, you will realize a taxable gain to the extent of such
excess.  Conversely,  if the proceeds that the Distribution Agent or the Trustee
receives upon the sale of an underlying Security are less than your adjusted tax
cost  allocable  to the  Security  disposed  of, you will realize a loss for tax
purposes  to the  extent  of such  difference.  However,  upon  reinvestment  of
proceeds  in a New  Series in  connection  with an  exchange  or  rollover,  the
Internal  Revenue  Service may seek to disallow such loss to the extent that (l)
the underlying securities in each trust are substantially  identical and (2) the
purchase of units of the New Series takes place less than  thirty-one days after
the sale of the underlying  Security.  Under the Internal Revenue Code,  capital
gain of  individuals,  estates and trusts from Securities held for more than one
year  generally  is subject to a maximum  nominal tax rate of 20%.  Such capital
gain may, however, result in a disallowance of itemized deductions and/or affect
a personal exemption phase-out. The capital gain rate of 20% will be unavailable
to you with respect to those Securities which you have held for less than a year
and a day at the time of sale.  This includes  sales  occasioned by mandatory or
early termination of the Trust or exchange or rollover of Units.

      From time to time Congress  considers  proposals to reduce the rate of the
dividends  received  deduction.  This type of legislation,  if enacted into law,
would reduce the  after-tax  return to investors  who can take  advantage of the
deduction.

      Foreign Unit Holders  (including  nonresident alien  individuals,  foreign
corporations,  and foreign partnerships) not engaged in a U.S. trade or business
generally will be subject to a 30% withholding tax (or lower  applicable  treaty
rate) on dividend distributions.

      You should consult your tax advisor with respect to the application of the
above general information to your own personal situation.

                                RETIREMENT PLANS

      Units of the Trust may be suited for  purchase  by  Individual  Retirement
Accounts  and pension  plans or profit  sharing and other  qualified  retirement
plans. If you are considering  participation  in any such plan you should review
specific  tax laws  and  pending  legislation  relating  to the plan and  should
consult  attorneys  or  tax  advisors  with  respect  to the  establishment  and
maintenance of any such plan.

                            PUBLIC OFFERING OF UNITS

Public Offering Price

      The Public  Offering Price of the Units is calculated on each business day
by the following formula: the aggregate market value of the Portfolio Securities
and other Trust  assets,  as  determined  by the Trustee,  next  computed  after
receipt of a purchase order is reduced by Trust  liabilities and then divided by
the  number of Units  outstanding.  The sales  charge  shown in the table in the
Volume


                                      B-5
<PAGE>

Discount section is added to the net asset value per Unit. The Units outstanding
may be split to create  greater or fewer  units (a reverse  split).  The Sponsor
will add to the Public Offering Price  commissions  and any other  transactional
costs,  if any, in  connection  with the  deposit of  additional  Securities  or
contracts  to purchase  additional  Securities  for the  creation of  Additional
Units.  The Public Offering Price will include a proportionate  share of amounts
in the Income Account and Principal Account and amounts receivable in respect of
stocks trading ex-dividend,  other than money required to be distributed to Unit
Holders on a Distribution  Date and money required to redeem  tendered Units. In
the event a stock is trading  ex-dividend  at the time of deposit of  additional
Securities, the Sponsor will add to the Public Offering Price an amount equal to
the  dividend  that would be  received if such stock were to receive a dividend.
The Public  Offering  Price per Unit is  calculated  to five decimal  places and
rounded up or down to three decimal  places.  The Public  Offering  Price on any
particular  date will vary from the Public Offering Price on the initial Date of
Deposit, set forth in the "Summary of Essential Information" based on:

      o     fluctuations in the aggregate market value of the Securities,

      o     the amount of available cash on hand in the Trust, and

      o     the amount of Trust fees, expenses and liabilities.

      A portion of the Public Offering Price also consists of cash or securities
in an amount  sufficient  to pay for all or a portion of the costs  incurred  in
establishing the Trust. These costs include:

      o     the cost of the preparation of documents relating to the Trust,

      o     federal and state registration fees,

      o     the initial fees and expenses of the Trustee,

      o     legal expenses, and

      o     any other out-of-pocket expenses.

      The Sponsor will receive the estimated  organization costs as of the close
of the initial offering period.

      As more fully  described  in the  Indenture,  the Trustee  determines  the
aggregate  market  value of the  Securities  based on the  closing  price of the
Securities on the day it makes the valuation as described  under "Rights of Unit
Holders--Computation  of  Redemption  Price  Per  Unit."  If  there  are no such
reported  prices,  the Trustee  takes into account the same factors  referred to
under  "Rights  of Unit  Holders--Computation  of  Redemption  Price Per  Unit."
Determinations are effective for transactions  effected after the last preceding
determination.

Sales Charge

      The sales charge  consists of an Initial Sales Charge and a Deferred Sales
Charge. To compute the Initial Sales Charge, deduct the Deferred Sales Charge of
$20.00 per 1,000 Units from the total sales  charge.  The Initial  Sales  Charge
that a Unit Holder pays may be more or less than the Initial Sales Charge on the
initial  Date  of  Deposit  because  of  the  fluctuation  of the  value  of the
Securities  from that on the initial Date of Deposit.  The Deferred Sales Charge
will be paid  through  monthly  payments  of $3.33  per  1,000  Units  per month
commencing on the first  Deferred Sales Charge Payment Date shown on the Summary
of Essential Information. If the Unit price exceeds $1.00 per Unit, the Deferred
Sales Charge will be less than 2.0%; if the Unit price is less than $1 per Unit,
the Deferred Sales Charge will exceed 2.0%.  The Initial Sales Charge,  Deferred
Sales  Charge and  Creation  and  Development  Fee will not exceed  3.50% of the
Initial  Offering  Price.  To the extent that the entire  Deferred  Sales Charge
relating to your Units has not been paid at the time of  repurchase,  redemption
or exchange  of the Units,  any unpaid  amount  will be deducted  from the sale,
redemption or exchange proceeds or in calculating an in kind distribution.

      For purchases of Units with a value of $50,000 or more, we will reduce the
Initial  Sales  Charge  on a  graduated  basis  as  shown  below  under  "Volume
Discount." Unit Holders  investing the proceeds of distribution  from a previous
terminating  Series of National Equity Trust Unique  Opportunities  Trust,  upon
purchase  of Units of the Trust,  will be  subject  only to the  Deferred  Sales
Charge on such Units.  If you acquire Units of the Trust pursuant to an exchange
of  units  of a  different  unit  investment  trust  you will not have to pay an
initial sales charge at the time of the exchange.  However, these Units acquired
will be subject to the Deferred Sales Charge.

Public Distribution

      Units issued on the Date of Deposit and additional Units issued after that
date in respect of additional  deposits of Securities will be distributed to the
public  by the  Sponsor  and  through  dealers  at the  Public  Offering  Price,
calculated on each business day. The initial  offering  period is 90 days unless
all Units are sold  beforehand in which case the initial public  offering period
will  terminate.


                                      B-6
<PAGE>

The  initial  public  offering  period may be extended by the Sponsor so long as
additional  deposits are being made or Units remain unsold.  Upon termination of
the initial offering period, in each case, unsold Units or Units acquired by the
Sponsor in the secondary  market  referred to below may be offered to the public
by this Prospectus at the then current Public Offering Price calculated daily.

      The  Sponsor  will sell  Units to  dealers  at prices  which  reflect  the
concession listed in the Volume Discount  section.  They may offer to the public
unsold Units or Units acquired by the Sponsor in the secondary  market  referred
to  below,  by  this  Prospectus  at the  then  current  Public  Offering  Price
determined as provided above.

      The Sponsor intends to qualify Units in states selected by the Sponsor for
sale by the  Sponsor  and  through  dealers  who  are  members  of the  National
Association  of  Securities  Dealers,  Inc.  The Sponsor  reserves  the right to
reject, in whole or in part, any order for the purchase of Units.

      In  addition,  sales  of  Units  may  be  made  pursuant  to  distribution
arrangements  with certain  banks.  These banks are subject to regulation by the
Office of the  Comptroller  of the  Currency  and are acting as agents for their
customers. A portion of the sales charge that these customers pay is retained by
or remitted to these banks in an amount equal to the amount customarily received
by an agent for acting in that  capacity  in  connection  with the  purchase  of
Units.

Secondary Market

      While not obligated to do so, the Sponsor  presently intends to maintain a
secondary market for Units. If the Sponsor maintains the market it will offer to
repurchase  Units  from Unit  Holders at the  Sponsor's  Repurchase  Price.  The
Sponsor computes the Repurchase Price in the same manner as the Redemption Price
is  calculated.  The Sponsor does not in any way guarantee  the  enforceability,
marketability or price of any Securities in the Portfolio or of the Units.

      In addition,  after the initial offering period, the Sponsor's  Repurchase
Price  will be  reduced  to  reflect  the  estimated  costs of  liquidating  the
Securities to meet  redemption  requests.  The Sponsor may reoffer to the public
any Units  repurchased  by the Sponsor at the Sponsor's  Repurchase  Price.  The
reoffering  price will be the then current Public  Offering  Price.  The Sponsor
will bear any profit or loss resulting from the resale of these Units.

      The Sponsor may  temporarily or permanently  discontinue the repurchase of
Units of this series at the  Sponsor's  Repurchase  Price if the supply of Units
exceeds demand or for any other business reason.  In such event,  although under
no  obligation  to do so,  the  Sponsor  may,  as a  service  to you,  offer  to
repurchase  Units at the  "Redemption  Price." You may redeem your Units through
the Trustee.

      The Sponsor may redeem any Units that it has  purchased  in the  secondary
market to the extent that it determines  that it is  undesirable  to continue to
hold these Units in its  inventory.  Factors  which the Sponsor will consider in
making this determination will include the number of units of all series of unit
trusts which it has in its  inventory,  the  saleability  of these units and its
estimate of the time required to sell these units and general market conditions.

Profit of Sponsor

      The  Sponsor  receives  a sales  charge on Units sold to the public and to
dealers.  The Sponsor may have also realized a profit or sustained a loss on the
deposit of the  Securities  in the Trust.  This  profit or loss  represents  the
difference between the cost of the Securities to the Sponsor and the cost of the
Securities to the Trust. For a description of this profit or loss and the amount
of such  difference  on the initial  Date of Deposit see  "Schedule of Portfolio
Securities." The Sponsor may realize a similar profit or loss in connection with
each additional deposit of Securities.  In addition,  the Sponsor may have acted
as a broker in  transactions  relating to the purchase of Securities for deposit
in the Trust.  During the initial public offering period the Sponsor may realize
additional  profit or sustain a loss due to daily  fluctuations in the prices of
the  Securities in the Trust and thus in the Public  Offering Price of Units the
Sponsor receives.  If the Sponsor receives cash from the Unit Holders before the
settlement  date for the purchase of Units or before the payment for  Securities
upon their delivery,  the Sponsor may use the cash in the Sponsor's business and
may benefit from the use of the cash.

      The Sponsor may also realize profits or sustain losses while maintaining a
secondary  market in the  Units.  These  profits or losses are the amount of any
difference  between the prices at which the  Sponsor  buys Units and the prices,
including a sales charge,  at which the Sponsor resells such Units or the prices
at which the Sponsor redeems such Units, as the case may be.

Volume Discount

      Although  under no  obligation  to do so,  the  Sponsor  intends to permit
volume  purchasers of Units to purchase  Units at a reduced  sales  charge.  The
Sponsor may at any time change the amount by which the sales  charge is reduced.
The Sponsor may also discontinue the discount altogether.


                                      B-7
<PAGE>

      The sales  charge  for the Trust in the  primary  market  will be  reduced
pursuant to the following  graduated scale for sales to any person of Units with
a value of $50,000 or more. The sales charge in the secondary market, which will
decline as shown on the following graduated scale,  consists of an Initial Sales
Charge and the remaining portions of the Deferred Sales Charge.

<TABLE>
<CAPTION>
                                                                                                     Secondary Market
                                           Primary Market                   Dealer Concession       Initial Sales Charge
                           ----------------------------------------------   -----------------   ---------------------------
                             Percent of     Percent of       Deferred           Percent of        Percent of     Percent of
                           Public Offering  Net Amount     Sales Charge      Public Offering    Public Offering  Net Amount
Purchases                       Price        Invested     per 1,000 Units         Price              Price        Invested
---------                  ---------------  ----------    ---------------   -----------------   ---------------  ----------
<S>                             <C>           <C>             <C>                 <C>                <C>           <C>
Less than $50,000 .....         3.00%         3.030%          $ 20.00             2.35%              1.00%         1.010%
$50,000-$99,999 .......         2.75%         2.771%          $ 20.00             2.15%              0.75%         0.756%
$100,000-$249,999 .....         2.25%         2.256%          $ 20.00             1.65%              0.50%         0.503%
$250,000 or more ......            *              *           $ 20.00             1.45%              0.25%         0.251%
</TABLE>

----------
*     Deferred Sales Charge only.

      The  reduced  sales  charges as shown on the chart above will apply to all
purchases  of Units in any  fifteen-day  period  which  qualify  for the  volume
discount by the same person, partnership or corporation, other than a dealer, in
the amounts  stated  herein,  and for this  purpose,  purchases of Units of this
Trust will be aggregated with  concurrent  purchases of units of any other trust
that may be offered by the Sponsor.

      Units held in the name of your  spouse or in the name of your child  under
the age 21 or in the name of an  entity  controlled  by you are  deemed  for the
purposes  hereof to be acquired in your name. The reduced sales charges are also
applicable  to  a  trustee  or  other  fiduciary,  including  a  partnership  or
corporation  purchasing  Units for a single  trust  estate  or single  fiduciary
account.

Employee Discount

      The  Sponsor  intends,  at the  discretion,  to permit its  employees  and
employees of its  affiliates to purchase  Units of the Trust at a price equal to
the net asset  value of the  Securities  in the Trust  divided  by the number of
Units outstanding plus a reduced sales charge equal to the Deferred Sales Charge
per Unit, subject to a limit of 5% of the Units.

                             RIGHTS OF UNIT HOLDERS

Ownership of Units

      You are required to hold your Units in  uncertificated  form.  The Trustee
will  credit  your  account  with  the  number  of Units  you  hold.  Units  are
transferable  only on the records of the Trustee upon  presentation  of evidence
satisfactory  to the Trustee for each  transfer.  Any sums  payable for taxes or
other  governmental  charges imposed upon these transactions must be paid by you
and you must comply with the formalities necessary to redeem Units.

Certain Limitations

      The death or  incapacity  of any Unit Holder will not operate to terminate
the Trust. Your death or incapacity will not entitle your legal  representatives
or heirs to claim an accounting or to take any other action or proceeding in any
court for a partition or winding up of the Trust.

Voting of the Portfolio Securities

      No Unit Holder shall have the right to vote except with respect to removal
of the Trustee or amendment  and  termination  of the Trust as prescribed in the
Indenture. Unit Holders have no right to control the operation or administration
of the Trust in any manner.

Distribution

      Cash amounts  received by the Trust will be distributed as set forth below
on a pro rata basis to Unit Holders of record as of the  preceding  Record Date.
All distributions will be net of applicable  expenses and funds required for the
redemption  of Units.  Because the expenses of the Trust may exceed the dividend
income  received by the Trust there can be no  assurance  that there will be any
amounts available for distribution to Unit Holders.

      Whenever  regulatory  or tax  purposes  require or  whenever  the  Sponsor
directs,  the Trustee may make  special  distributions  on special  distribution
dates to Unit  Holders  of record  on  special  record  dates  that the  Trustee
declares. Distributions for the account of beneficial owners of Units registered
in "street  name" that the  Sponsor or its  affiliates  hold will be made to the
investment  account of such beneficial owners maintained with the Sponsor or its
affiliates.


                                      B-8
<PAGE>

      The Trustee credits  dividends  payable to the Trust as a holder of record
of the  Securities  to an Income  Account,  as of the date on which the Trust is
entitled to receive those dividends.  The Trustee credits to a Principal Account
other  receipts,  including  (1) return of  investment  and gain and (2) amounts
received upon the sale,  pursuant to the Indenture and  Agreement,  of rights to
purchase  other  Securities  distributed  in  respect of the  Securities  in the
Portfolio.  The Trust will  distribute the following to each Unit Holder as of a
Record  Date on the next  following  Distribution  Date or  shortly  thereafter.
Persons who purchase  Units between a Record Date and a  Distribution  Date will
receive their first distribution on the second Distribution Date following their
purchase of Units. The Record Dates and the Distribution  Dates are set forth in
Part A of  this  Prospectus.  (See  "Summary  of  Essential  Information.")  The
distribution shall consist of:

      o     an amount approximately equal to the dividend income per Unit, after
            deducting estimated expenses, if any, plus

      o     your  pro  rata  share  of the  distributable  cash  balance  of the
            Principal Account.

      The Trustee will hold proceeds it receives from the  disposition of any of
the  Securities  which  are not used for  redemption  of Units in the  Principal
Account until it distributes  those proceeds on the distribution  date following
receipt  of them.  The  Trustee  does not need to make a  distribution  from the
Principal  Account if the  balance in that  account is less than $1.00 per 1,000
Units outstanding. Funds the Trustee holds in the various accounts created under
the Indenture are non-interest bearing to Unit Holders. The Trustee receives the
benefit of holding such funds which are interest bearing to it.

      As of each  Distribution  Date the  Trustee  will  deduct  from the Income
Account and, to the extent funds are not sufficient therein,  from the Principal
Account,  amounts necessary to pay the expenses of the Trust. (See "Expenses and
Charges.") The Trustee may also withdraw from these accounts, from time to time,
the amounts,  if any, as it deems necessary to establish a reserve for any taxes
or other  governmental  charges  payable out of the Trust.  Amounts so withdrawn
shall not be considered a part of a Trust's  assets for purposes of  determining
the amount of  distributions  until such time as the Trustee shall return all or
any part of those amounts to the appropriate  account. In addition,  the Trustee
may withdraw from the Income Account and the Principal  Account those amounts as
may be necessary to cover  redemption  of Units by the Trustee.  (See "Rights of
Unit Holders.")

      It is anticipated that the deferred sales charge will reduce the Principal
Account and that amounts in the  Principal  Account will be  sufficient to cover
the cost of the deferred sales charge. Distributions of amounts necessary to pay
the deferred  portion of the sales charge will be made to an account  maintained
by the Trustee for purposes of satisfying  Unit Holders'  deferred  sales charge
obligations.  Although the Sponsor has the right to collect the  deferred  sales
charge monthly, in order to keep Unit Holders as fully invested as possible,  it
is anticipated  that no Securities will be sold to pay the deferred sales charge
to the  Sponsor  until  after the  Termination  Date set forth in the Summary of
Essential Information.

      The Trustee will follow a policy that it will place Securities acquisition
or disposition transactions with a broker or dealer only if it expects to obtain
favorable  prices and  executions of orders.  In  connection  with the brokerage
transactions,  the  Sponsor  may act as broker and  receive  commissions  if the
Trustee  expects to obtain the most favorable  prices and execution.  In placing
Securities  transactions,  the  Trustee  will not  consider  the  furnishing  of
statistical  and research  information  to it by any of the  securities  dealers
through which the Trustee executes transactions.

Tender of Units for Redemption

      Units may be tendered to the Trustee for redemption at its unit investment
trust office at 101 Barclay Street, New York, New York 10286, upon delivery of a
request for  redemption  and payment of any relevant tax. No redemption fee will
be charged by the Sponsor or the Trustee.  Units redeemed by the Trustee will be
cancelled.

      You must have your  signature  guaranteed by an officer of a national bank
or trust company or by a member firm of either the New York,  Midwest or Pacific
Stock  Exchanges.  In certain  instances  the  Trustee  may  require  additional
documents such as, but not limited to, trust instruments, certificates of death,
appointments  as  executor  or   administrator   or  certificates  of  corporate
authority.

      Within  seven  calendar  days  following  such  tender,  or if the seventh
calendar day is not a business day, on the first business day prior thereto, you
will be  entitled to receive in kind an amount for each Unit  tendered  equal to
the Redemption  Price per Unit computed as of the  Evaluation  Time set forth in
the  "Summary  of  Essential  Information"  in Part A on the date of tender (see
"Rights of Unit  Holders--Computation  of Redemption Price per Unit"). The "date
of tender" is deemed to be the day on which Units are  received by the  Trustee.
For Units received after the Evaluation Time, the date of tender is the next day
on which the New York Stock  Exchange is open for trading,  and these Units will
be deemed to have been tendered to the Trustee on that day for redemption at the
Redemption  Price  computed  on that day.  In kind  distributions  (the "In Kind
Distribution")  will take the form of whole shares of  Securities.  Cash will be
distributed  instead of  fractional  shares.  The cash and the whole shares will
aggregate an amount equal to the Redemption Price per Unit.


                                      B-9
<PAGE>

      Distributions  in kind on redemption of Units shall be held by The Bank of
New York, as Distribution  Agent, whom you shall be deemed to have designated as
your agent upon purchase of a Unit,  for the account of, and for  disposition in
accordance with the instructions of, the Unit Holder as follows:

      o     The Distribution Agent shall sell the In Kind Distribution as of the
            close of  business  on the date of tender or as soon  thereafter  as
            possible  and remit to you no later than seven days  thereafter  the
            net proceeds of sale,  after  deducting  brokerage  commissions  and
            transfer   taxes,   if  any,  on  the  sale  unless  you  request  a
            distribution of the Securities as set forth in the paragraph  below.
            The Distribution  Agent may sell the Securities  through the Sponsor
            or its affiliates,  and the Sponsor may charge brokerage commissions
            on those sales.

      o     If you request distribution in kind and tender Units with a value in
            excess of  $125,000,  the  Trustee  shall sell any portion of the In
            Kind Distribution  represented by fractional  interests in shares in
            accordance  with the foregoing and  distribute the net cash proceeds
            plus  any  distributable  cash  to you  together  with  certificates
            representing  whole shares of each of the Securities  comprising the
            In Kind Distribution.

      Any  amounts  paid on  redemption  representing  income  received  will be
withdrawn  from the  Income  Account  to the  extent  funds  are  available.  In
addition, in implementing the redemption procedures described above, the Trustee
and the  Distribution  Agent  shall make any  adjustments  necessary  to reflect
differences  between the  Redemption  Price of the Units and the value of the In
Kind  Distribution in whole shares as of the date of tender.  To the extent that
Units are redeemed, the size of the Trust will be reduced.

      The right of  redemption  may be suspended  and payment of the  Redemption
Price per Unit postponed for more than seven calendar days following a tender of
Units for  redemption for any period during which the New York Stock Exchange is
closed,  other than for weekend or holiday closing,  or trading on that Exchange
is restricted  or during which (as  determined  by the  Securities  and Exchange
Commission) an emergency exists as a result of which a disposal or evaluation of
the Securities is not reasonably  practicable,  or for such other periods as the
Securities and Exchange Commission may by order permit.  Neither the Trustee nor
the  Sponsor is liable to any  person or in any way for any loss or damage  that
may result from any such suspension or postponement.

Purchase by the Sponsor of Units Tendered for Redemption

      The Indenture  requires that the Trustee  notify the Sponsor of any tender
of Units for  redemption.  So long as the  Sponsor is  maintaining  a  secondary
market for  Units,  the  Sponsor,  before  the close of  business  on the day of
tender,  may purchase any Units tendered to the Trustee for redemption by making
payment  for the Units in an amount not less than the  Redemption  Price and not
later than the day on which the Units would  otherwise have been redeemed by the
Trustee,  i.e., you will receive the Redemption  Price from the Sponsor within 7
days of the date of tender (see "Public Offering of  Units--Secondary  Market").
Units held by the Sponsor may be tendered to the Trustee for  redemption  as any
other Units.  The offering  price of any Units resold by the Sponsor will be the
Public Offering Price  determined in the manner provided in this Prospectus (see
"Public Offering of Units--Public  Offering  Price").  Any profit resulting from
the resale of such Units will belong to the Sponsor,  which  likewise  will bear
any loss  resulting  from a reduction in the offering or redemption  price after
its  acquisition  of those  Units (see  "Public  Offering  of  Units--Profit  of
Sponsor").

Computation of Redemption Price Per Unit

      The Redemption Price per Unit of the Trust is determined by the Trustee as
of the  Evaluation  Time  on the  date  any  such  determination  is  made.  The
Redemption Price per Unit is your pro rata share, determined by the Trustee, of:

      o     the aggregate value of the Securities in the Trust,

      o     cash on hand in the Trust including  dividends  receivable on stocks
            trading ex-dividend as of the date of computation and

      o     any other assets of the Trust, less

      o     amounts  representing taxes and governmental  charges payable out of
            the Trust,

      o     liabilities of the Trust,

      o     the  accrued but unpaid  expenses of the Trust and accrued  Deferred
            Sales Charges and the Deferred Sales Charge balance, and

      o     cash held for  distribution to Unit Holders of record as of the date
            prior to the evaluation.

      The Trustee shall  determine the aggregate value of the Securities in good
faith in the following manner:

      o     the  evaluation is generally  based on the closing  prices as of the
            Evaluation  Time on the New York Stock Exchange  (unless the Trustee
            deems these prices inappropriate as a basis for valuation), or


                                      B-10
<PAGE>

      o     if there is no closing trade price on that exchange,  at the mean of
            the  closing  bid and asked  prices.  If the  Securities  are not so
            listed or, if so listed and the principal  market  therefor is other
            than on that exchange,  the evaluation  shall  generally be based on
            the current bid on the  over-the-counter  market (unless the Trustee
            deems these prices inappropriate as a basis for evaluation).

      If the current closing or bid price is unavailable,  the Trustee shall use
any of the  following  methods  which the  Trustee  deems  appropriate  to value
Securities:

      o     on the basis of current bid prices for comparable securities,

      o     by  appraising  the value of the  Securities  on the bid side of the
            market or by such other appraisal deemed appropriate by the Trustee,

      o     on the basis of the last trade price of the Security or

      o     by any combination of the above, each as of the Evaluation Time.

                                 EXCHANGE OPTION

      You may elect to  exchange  any or all of your Units of this Series of the
National  Equity  Trust  for  units of one or more of any  other  Series  in the
Prudential  Investment  Management Services LLC family of unit investment trusts
or for any  units of any  additional  trusts  that may from time to time be made
available by the Sponsor (the "Exchange Trusts").

      This  exchange  is  implemented  by a sale of Units and a purchase  of the
units of an Exchange  Trust.  You may acquire  these units at prices  based on a
reduced  sales charge per unit.  The purpose of such reduced  sales charge is to
permit the  Sponsor to pass on to the  Holder who wishes to  exchange  units the
cost  savings  resulting  from  such  exchange.  The cost  savings  result  from
reductions  in time and  expense  related  to  advice,  financial  planning  and
operational expense required for the Exchange Option.

      Each Exchange Trust has different investment  objectives.  You should read
the  Prospectus for the  applicable  Exchange  Trust  carefully to determine the
investment objective before exercise of this option.

      This option will be available  provided  that (1) the Sponsor  maintains a
secondary market in units of the applicable  Exchange Trust and (2) units of the
applicable  Exchange Trust are available for sale and are lawfully qualified for
sale in the  jurisdiction  in which  the Unit  Holder is a  resident.  While the
Sponsor  presently  intends  to  maintain  a  secondary  market for the units of
Exchange Trusts,  there is no obligation on its part to do so. Therefore,  we do
not  promise  that a market  for units  will in fact  exist on any given date in
which you wish to sell or  exchange  Units.  Thus,  we do not  promise  that the
Exchange Option will be available to any Unit Holder.  The Sponsor  reserves the
right to modify,  suspend or terminate this option.  The Sponsor will give sixty
days notice before the date of the termination of or a material amendment to the
Exchange  Option.  However,  the Sponsor will not have to give notice in certain
circumstances  approved by the Securities and Exchange Commission.  In the event
the  Exchange  Option is not  available  to you at the time you wish to exercise
such option, we will immediately notify you and we will not take any action with
respect to your tendered Units without further instruction from you.

      To exercise the Exchange  Option,  a Unit Holder should notify the Sponsor
of his  desire  to  exchange  his Units  for one or more  units of the  Exchange
Trusts.  Upon the  exchange of Units of the Trust,  any  Deferred  Sales  Charge
balance will be deducted from the exchange proceeds.  If units of the applicable
outstanding  series of the Exchange  Trust are at that time  available for sale,
the Unit  Holder  may  select the series or group of series for which he desires
his Units to be  exchanged.  The Unit  Holder  will be  provided  with a current
prospectus  or  prospectuses  relating  to each  series  in which  he  indicates
interest.

      Units of the Exchange Trust trading in the secondary market  maintained by
the Sponsor, if so maintained,  will be sold to the Unit Holder at a price equal
to the  aggregate  bid  side  evaluation  per  unit  of the  securities  in that
portfolio and the applicable  sales charge of $15 per unit of the Exchange Trust
for a trust with a 1 unit minimum  purchase.  The reduced sales charge for units
of any Exchange Trust acquired during the initial offering period for such units
will result in a price for such units equal to the offering side  evaluation per
unit of the securities in the Exchange Trust's  portfolio plus accrued interest,
if any, plus a reduced sales charge of $25 per Exchange Trust unit.

      You may make  exchanges  in whole  units  only.  We will return any excess
proceeds  from the surrender of your Units.  Alternatively,  you may make up any
difference  between (1) the amount  representing  the Units being  submitted for
exchange (2) and the amount representing the units being acquired up to the next
highest number of whole units.

      Unit  Holders  of  any  registered  unit  investment  trust,   other  than
Prudential  Investment  Management  Services  LLC  sponsored  trusts,  which was
initially  offered at a minimum  applicable  sales  charge of 3.0% of the public
offering price exclusive of any applicable sales charge discounts,  may elect to
apply the cash proceeds of sale or redemption of those units directly to acquire
units of any Exchange Trust trading in the secondary market at the reduced sales
charge of $20 per Unit,  subject to the terms and  conditions  applicable to the
Exchange  Option.  Units of any  Exchange  Trust  acquired  during  the  initial
offering  period  for such  units  may be


                                      B-11
<PAGE>

sold at a price equal to the ask side  evaluation  per unit of the securities in
the  Portfolio  plus a reduced  sales charge of $25 per unit.  To exercise  this
option,  you should notify your retail broker.  You will be given the prospectus
for each series in which you indicate  interest,  units of which are  available.
The Sponsor reserves the right to modify, suspend or terminate the option at any
time without further  notice,  including the right to increase the reduced sales
charge applicable to this option (but not in excess of $5 more per unit than the
corresponding  fee then  charged for a unit of an Exchange  Trust which is being
exchanged).

      For  example,  assume that a Unit  Holder,  who has three units of a Trust
with a 4.25%  sales  charge and a current  price of $1,100  per unit,  sells his
units and exchanges the proceeds for units of a series of an Exchange Trust with
a current price of $950 per unit and a sales charge of 4.25%.  The proceeds from
the Unit  Holder's  units will  aggregate  $3,300.  Since only whole units of an
Exchange Trust may be purchased under the Exchange  Option,  the Holder would be
able to  acquire  four  units in the  Exchange  Trust for a total cost of $3,860
($3,800 for units and $60 for the $15 per unit sales  charge) by adding an extra
$560 in cash.  Were the Unit  Holder to acquire  the same number of units at the
same time in the regular secondary market  maintained by the Sponsor,  the price
would be $3,968.68  [$3,800 for the units and $168.68 for the 4.25% sales charge
(4.439% of the net amount invested)].

Federal Income Tax Consequences

      An exchange of Units  pursuant to the  Exchange  Option will  constitute a
"taxable event" under the Code. You will recognize a gain or loss at the time of
exchange. However, if you exchange Units for units of any series of the Exchange
Trusts  which are  grantor  trusts for U.S.  federal  income tax  purposes,  the
Internal  Revenue  Service  may seek to  disallow  any loss  incurred  upon such
exchange  to the extent  that (1) the  underlying  securities  in each Trust are
substantially  identical and (2) the purchase of the units of an Exchange  Trust
takes  place less than  thirty-one  days  after the sale of the  Units.  You are
advised to consult your own tax advisor as to the tax consequences of exchanging
Units in your particular case.

                              REINVESTMENT PROGRAM

      You may elect to automatically  reinvest the distributions with respect to
your Units in  additional  Units of the Trust.  A Unit Holder  holding  Units in
"street name" may participate in the Trust's  reinvestment program by contacting
his broker, dealer or financial institution.  You may participate in the Trust's
reinvestment  program by filing with the Trustee a written  notice of  election.
The Trustee must receive your completed notice of election to participate in the
Program at least ten days before the Record Date applicable to any  distribution
in order for the Program to be in effect as to that distribution. You may modify
or revoke elections on similar notice.

      The Trustee will use such  distributions,  to the extent reinvested in the
Trust, at the direction of the Sponsor in one or both of the following manners:

      (1) The Trustee may use the distributions to purchase Units of this Series
of the Trust in the  Sponsor's  inventory.  The  purchase  price  payable by the
Trustee for each of such Units will be equal to the applicable  Trust evaluation
per  Unit  on or as  soon  as  possible  after  the  close  of  business  on the
Distribution  Date. The Trustee will issue or credit the Units  purchased to the
accounts of Unit Holders participating in the Program.

      (2) If there are no Units in the  Sponsor's  inventory,  the  Sponsor  may
purchase additional  Securities for deposit into the Trust as described above in
Part B. The Sponsor will deposit the  additional  Securities  with any necessary
cash with the  Trustee in exchange  for new Units.  The Trustee may then use the
distributions to purchase the new Units from the Sponsor. The price for such new
Units will be the applicable Trust evaluation per Unit on or as soon as possible
after the close of business on the  Distribution  Date. See "Public  Offering of
Units-Public Offering Price."

      A  reinvestment  unit will be charged the remaining  deferred sales charge
but the purchase price of the  reinvestment  unit will be credited by the amount
of the remaining deferred sales charge at the time of reinvestment.

      The Units  purchased  by the  Trustee  will be issued or  credited  to the
accounts  of Unit  Holders  who  participate  in the  Program.  The  Sponsor may
terminate the Program if it does not have  sufficient  Units in its inventory or
if  it  is  no  longer  practical  to  create  additional  Units.  The  cost  of
administrating the reinvestment program will be borne by the Trust and thus will
be borne indirectly by all Unit Holders.

                              EXPENSES AND CHARGES

Organization Costs

      You  and  the  other  unit  holders  will  bear  all or a  portion  of the
organization  costs and charges incurred in connection with the establishment of
the Trust. These costs and charges will include:

      o     the  cost  of  the  preparation,   printing  and  execution  of  the
            Indenture,  Registration  Statement and other documents  relating to
            the Trust,

      o     Federal and State registration fees and costs,


                                      B-12
<PAGE>

      o     the initial fees and expenses of the Trustee,

      o     legal and auditing expenses.

      The Sponsor will pay  advertising  and selling  expenses at no cost to the
Trust.

Trust Fees and Expenses

      The  Trust  fees  and  expenses  are  estimated  in Part A. If the  actual
expenses  exceed the  estimate,  the actual amount will be charged to the Trust.
The Portfolio  Supervisor's fee (the  "Supervisory  Fee"),  earned for portfolio
supervisory  services,  is based upon the  largest  number of Units  outstanding
during the life of the Trust.  The  Portfolio  Supervisor's  fee as set forth in
"Summary of  Essential  Information"  may exceed the actual  costs of  providing
portfolio  supervisory services for this Trust. At no time will the total amount
the Portfolio Supervisor receives for portfolio supervisory services rendered to
all  series  of the  National  Equity  Trust in any  calendar  year  exceed  the
aggregate cost to it of supplying such services in such year.

      Under the  Indenture  and  Agreement,  for its  services  as  Trustee  and
evaluator,  the  Trustee  receives  an  annual  fee in the  amount  set forth in
"Summary of Essential  Information."  The Trustee's  fee and the Trust  expenses
accrue daily and are payable  quarterly on or before each Distribution Date from
the Income Account,  to the extent funds are available,  and thereafter from the
Principal  Account.  Such Trustee's fee may be increased without approval of the
Unit Holders in proportion to increases under the  classification  "All Services
Less Rent" in the Consumer Price Index published by the United States Department
of Labor  but such fee will not be  increased  in  excess  of  increases  in the
Trustee's  costs. In addition to the Trustee's fee, the Trustee  receives income
to the extent  that it holds  funds on deposit  in  various  accounts  which are
non-interest bearing to Unit Holders created under the Indenture.

Creation and Development Fee

      The Sponsor may also realize a profit through  receipt of the Creation and
Development  Fee.  This  fee  compensates  the  Sponsor  for  the  creation  and
development  of the  Trust  including  determining  the  Trust's  objective  and
policies,  Portfolio composition and size and selection of service providers and
information  services  and  for  providing  other  similar   administrative  and
ministerial  functions.  The fee is 0.25% per annum collected monthly of the net
asset value and in no event will the Sponsor  collect over the life of the Trust
a fee of more than 0.50% of a Unit Holder's  initial  investment.  No portion of
the  Creation  and  Development  Fee is applied to the  payment of  distribution
expenses  or as  compensation  for  sales  efforts.  Securities  will be sold to
generate the cash needed to pay the fee.

Other Charges

      The Trust does or may incur the following additional charges as more fully
described in the Indenture and Agreement:

      o     fees of the Trustee for extraordinary services,

      o     expenses of the Trustee,  including legal and auditing expenses, and
            of counsel that the Sponsor designated,

      o     various governmental charges,

      o     expenses  and costs of any action the  Trustee  takes to protect the
            Trust and the rights and interests of the Unit Holders,

      o     indemnification  of the Trustee for any loss,  liability or expenses
            it incurred in the  administration of the Trust without  negligence,
            bad faith,  willful malfeasance or willful misconduct on its part or
            reckless disregard of its obligations and duties,

      o     indemnification  of the  Sponsor  for any  losses,  liabilities  and
            expenses  incurred  in  acting as  Sponsor  or  Depositor  under the
            Agreement without gross negligence,  bad faith,  willful malfeasance
            or willful  misconduct or reckless  disregard of its obligations and
            duties,

      o     expenditures incurred in contacting Unit Holders upon termination of
            the Trust, and

      o     to the extent then lawful,  expenses (including legal,  auditing and
            printing  expenses) of maintaining  registration or qualification of
            the Units and/or the Trust under Federal or State securities laws so
            long as the Sponsor is maintaining a market for the Units.

Payment

      The fees and expenses set forth herein are payable out of the Trust.  When
the Trustee pays them or when they are owed to the Trustee,  they are secured by
a lien on the Trust.  Dividends on the  Securities are expected to be sufficient
to pay the  estimated  expenses of the Trust.  If the balances in the Income and
Principal  Account are insufficient to provide for amounts payable by the Trust,
the Trustee has the power to sell Securities to pay those amounts. To the extent
that the Trustee  sells  Securities,  the size of the Trust will decline and the
proportions of the Securities may change. Such sales might be required at a time
when Securities  would not otherwise be sold.  These sales might result in lower
prices than might otherwise be realized.  Moreover,  due to the minimum lot size
in which  Securities  may be required to be sold, the proceeds of such sales may
exceed the amount necessary for the payment of such fees and expenses.


                                      B-13
<PAGE>

                           ADMINISTRATION OF THE TRUST

Reports and Records

      With each  distribution,  the Trustee  will  furnish to the Unit Holders a
statement of the amount of dividends and other  receipts,  if any,  distributed,
expressed in each case as a dollar amount per Unit.

      Within a reasonable  time after the end of each calendar year, the Trustee
will  furnish to each  person who was a Unit Holder of record at any time during
the calendar year a statement setting forth:

      1. As to the Income Account:

      o     dividends and other cash amounts received

      o     deductions for payment of applicable taxes and for fees and expenses
            of the Trust and for redemptions of Units

      o     the  balance  remaining  after such  distributions  and  deductions,
            expressed  both as a total  dollar  amount  and as a  dollar  amount
            representing the pro rata share of each Unit outstanding on the last
            business day of such calendar year;

      2. As to the Principal Account:

      o     the dates of disposition  and identity of any Securities and the net
            proceeds received therefrom

      o     deductions for payments of applicable  taxes,  for fees and expenses
            of the Trust,  for portions of the Deferred Sales Charge and amounts
            necessary to redeem Units, and

      o     the  balance  remaining  after such  distributions  and  deductions,
            expressed  both as a total  dollar  amount  and as a  dollar  amount
            representing the pro rata share of each Unit outstanding on the last
            business day of such calendar year;

      3. And the following information:

      o     a list of the  Securities  held as of the last  business  day of the
            calendar year;

      o     the number of Units  outstanding as of the last business day of such
            calendar year;

      o     the Redemption  Price Unit based on the last  Evaluation made during
            such calendar year; and

      o     the amounts actually  distributed during such calendar year from the
            Income and Principal Accounts,  separately stated, expressed both as
            total dollar amounts and as dollar  amounts per Unit  outstanding on
            the Record Dates for such distributions.

      The accounts of the Trust may be audited not less frequently than annually
by independent  certified public accountants  designated by the Sponsor, and the
report of such accountants will be furnished by the Trustee to Unit Holders upon
request.

      The Trustee  shall keep  available  for  inspection by Unit Holders at all
reasonable times during usual business hours, books of record and account of its
transactions  as Trustee,  including  records of the names and addresses of Unit
Holders,  a  current  list  of  Securities  in the  Portfolio  and a copy of the
Indenture.

                                    AMENDMENT

      The Trustee and the Sponsor or their  respective  successors may amend the
Indenture and Agreement from time to time without the consent of any of the Unit
Holders

      o     to cure any  ambiguity  or to correct or  supplement  any  provision
            contained  therein which may be defective or  inconsistent  with any
            other provision contained therein;

      o     to change any  provision  thereof  as the  Securities  and  Exchange
            Commission or any successor  governmental  agency exercising similar
            authority may require;

      o     to make such  other  provision  in regard to  matters  or  questions
            arising thereunder as shall not adversely affect the interest of the
            Unit Holders.

      The parties to the  Indenture  and  Agreement may also amend that document
from time to time or they may waive the  performance of any of the provisions of
the  Indenture  and  Agreement  for the purpose of adding any  provisions  to or
changing in any manner or eliminating any of the provisions of the Indenture and
Agreement or of modifying in any manner the rights of the Unit  Holders,  if the
express written  consent of Holders of Units  evidencing 51% of the Units at the
time  outstanding  under the  Indenture  and  Agreement is  obtained.  No party,
however, may amend the Indenture and Agreement,  or waive any provision thereof,
so as to (1) increase the number of Units issuable in respect of the Trust above
the aggregate  number specified in Part 2 of the Agreement or such lesser amount
as may be outstanding at any time during the term of the Indenture except as the
result of the deposit of additional  Securities,  as therein provided, or reduce
the relative  interest in the Trust of any Unit Holder without his consent,  (2)
permit the deposit or  acquisition  thereunder of  securities or other  property
either in addition to or in substitution for any of the Securities except


                                      B-14
<PAGE>

in the manner  permitted by the Trust  Indenture as in effect on the date of the
first deposit of Securities or permit the Trustee to vary the investment of Unit
Holders  or to  empower  the  Trustee  to  engage  in  business  or to engage in
investment activities not specifically authorized in the Indenture as originally
adopted or (3) adversely affect the  characterization  of the Trust as a grantor
trust for federal income tax purposes.  In the event of any amendment  requiring
the consent of Unit  Holders,  the Trustee is obligated  to promptly  notify all
Unit Holders of the substance of this amendment.

                                   TERMINATION

      The Trust may be  terminated  at any time by the consent of the holders of
51% of the Units or by the Trustee  upon the  direction  of the Sponsor when the
aggregate  net  value of all Trust  assets  is less  than 40% of the  Securities
deposited in the Trust on the Date of Deposit and subsequent  thereto.  However,
in no event may the Trust continue beyond the  Termination  Date set forth under
"Summary  of  Essential  Information"  in Part A. In the  event of  termination,
written notice thereof will be sent by the Trustee to all Unit Holders.

      Section 17(a) of the Investment  Company Act of 1940  restricts  purchases
and sales  between  affiliates  of  registered  investment  companies  and those
companies. Pursuant to an exemptive order, each terminating Unique Opportunities
Trust Series can sell certain  securities to the next Series if those securities
continue to be included in the subsequent Unique Opportunities Trust Series. The
exemption  will  enable  each  Series  to  eliminate  commission  costs on these
transactions.  The price for those  securities will be the closing sale price on
the sale date on the exchange where the securities are  principally  traded,  as
certified and confirmed by the Trustee of each Series.

Termination Options

      The Trust will terminate on the Termination  Date set forth in the Summary
of  Essential  Information,  approximately  eighteen  months  after  the Date of
Deposit (unless  terminated  earlier as set forth above).  A Unit Holder's Units
will be redeemed in kind on the  Termination  Date by  distribution  of the Unit
Holder's pro rata share of the  Securities  and any cash in the Portfolio of the
Trust on that date to the Distribution Agent who will act as agent for that Unit
Holder.

      Securities  Disposition  Options--A Unit Holder who so elects by notifying
the Trustee prior to the Termination  Date of the Trust will have the Securities
received on the  Termination  Date disposed of on behalf of a Unit Holder by the
Distribution Agent in accordance with one or more of the following three options
as elected by a Unit Holder:

            1. to have such underlying  Securities  distributed in kind no later
      than the business day next following the  Termination  Date.  Unit Holders
      will incur brokerage costs when selling those Securities;

            2. to receive the Unit  Holder's pro rata share of the cash received
      by  the   Distribution   Agent  (less  expenses)  upon  the  sale  by  the
      Distribution  Agent  of the  underlying  Securities  attributable  to Unit
      Holders  electing this option over a period not to exceed 10 business days
      commencing on the Termination  Date.  Amounts received by the Distribution
      Agent over such 10 business  day period  representing  the proceeds of the
      underlying  Securities  sold  will  be held  by The  Bank  of New  York in
      accounts  which are  non-interest  bearing to Unit  Holders  and which are
      available  for use by The  Bank of New York  pursuant  to  normal  banking
      procedures  and will be distributed to Unit Holders within 5 business days
      after the settlement of the trade for the last Security to be sold; and

            3. to invest the proceeds from the sale of the underlying Securities
      attributable  to Unit Holders  electing  this  option,  as received by the
      Distribution  Agent upon the sale of those  underlying  Securities  over a
      period not to exceed 10 business days commencing on the Termination  Date,
      in units of a subsequent  series of National Equity Trust as designated by
      the Sponsor (the "New  Series") if the New Series is offered at such time.
      The units of a New Series  will be  purchased  by the Unit Holder upon the
      settlement of the trade for the last Security to be sold.  Such  purchaser
      will be entitled to a reduced sales load upon the purchase of units of the
      New  Series.  It is  expected  that the  terms of the New  Series  will be
      substantially  the  same  as the  terms  of the  Trust  described  in this
      Prospectus,  and that similar options in a subsequent  series of the Trust
      will  occur in each New Series of the Trust  approximately  one year after
      that New  Series'  creation.  The  availability  of this  option  does not
      constitute a solicitation of an offer to purchase units of a New Series or
      any other security. A Unit Holder's election to participate in this option
      will be treated as an indication  of interest  only. At any time before to
      the purchase by the Unit Holder of units of a New Series,  the Unit Holder
      may change his investment  strategy and receive,  in cash, the proceeds of
      the sale of the Securities.

      Unit  Holders  who do not elect as set forth  above will have their  Units
redeemed on the  Termination  Date and be deemed to have  elected to receive the
cash  proceeds  from  the  sale of the  Unit  Holder's  pro  rata  share  of the
underlying Securities (option 2).

      Under each option a Unit Holder will receive the Redemption Price per Unit
(net asset value)  determined as of the Evaluation Time on the Termination  Date
or earlier  rollover  date.  The  Distribution  Agent  will sell the  underlying
Securities  in the case of the  second  and third  option  over a period  not to
exceed 10 business days commencing on the Termination  Date. The proceeds of any
such sales will be reduced by any  applicable  brokerage  commissions.  The sale
arrangement  is one in which The Bank of New York


                                      B-15
<PAGE>

will sell the  Securities  as agent for the Unit Holder and is separate from the
Trust which terminates on the Termination  Date. The proceeds of those sales may
be more or less than the value of the  Securities on the  Termination  Date. The
Sponsor, on behalf of the Distribution Agent if the Sponsor effects those sales,
or the  Distribution  Agent if the Sponsor does not, will,  unless  prevented by
unusual or unforeseen circumstances,  such as, among other reasons, a suspension
in trading of a Security, the close of a stock exchange, outbreak of hostilities
and  collapse of the economy,  sell on each  business day during the 10 business
day period at least a number of shares of each  Security  which then  remains in
the  Portfolio  equal to the  number  of those  shares in the  Portfolio  at the
beginning of that day multiplied by a fraction the numerator of which is one and
the  denominator of which is the number of days remaining in the 10 business day
sales period.  The proceeds of sale will not be distributed by the  Distribution
Agent  until the  trade for the sale of the last  Security  sold  during  the 10
business day period settles.

      Depending  on the amount of  proceeds  to be  invested in units of the new
series and the number of other  orders for units in the new series,  the Sponsor
may purchase a large amount of  securities  for the new series in a short period
of time. The Sponsor's  buying of securities may tend to raise the market prices
of these  securities.  The  actual  market  impact of the  Sponsor's  purchases,
however, is currently  unpredictable  because the actual amount of securities to
be purchased and the supply and price of those securities is unknown.  A similar
problem  may  occur in  connection  with the sale of  Securities  during  the 10
business day period commencing on the Termination Date;  depending on the number
of sales required, the prices of, and demand for Securities, such sales may tend
to depress the market prices and thus reduce the proceeds to be credited to Unit
Holders.  The Sponsor believes that the sale of underlying  Securities over a 10
business day period as described  above is in the best  interest of Unit Holders
and may mitigate  the  negative  market  price  consequences  stemming  from the
trading of large amounts of Securities.  The Sponsor, in implementing such sales
of Securities  on behalf of the  Distribution  Agent,  will seek to maximize the
sales  proceeds  and will  act in the best  interest  of the Unit  Holders.  The
proceeds  of the sale of the  Securities  will be in an amount  equal to amounts
realized upon the sale of the Securities over the 10 business day period.  There
can be no  assurance,  however,  that any adverse  price  consequences  of heavy
trading will be mitigated.

      It should also be noted that Unit  Holders will  realize  taxable  capital
gains or losses on the liquidation of the Securities  representing  their Units,
but, due to the procedures for investing in the new "rollover"  series,  no cash
would be distributed at that time to pay any taxes.

      The  Sponsor  may for any reason,  in its sole  discretion,  decide not to
sponsor  any  subsequent  series of the  Trust,  without  penalty  or  incurring
liability to any Unit Holder.  The Sponsor may offer a subsequent  trust but not
within a short  time  period  subsequent  to the  termination  of the Trust and,
consequently, such trust may not accommodate a "rollover" from the Trust. If the
Sponsor so decides,  the Sponsor will notify the Trustee of that  decision,  and
the Trustee will notify the Unit Holders before the  Termination  Date. All Unit
Holders will then elect  either  option 1 or option 2. There can be no assurance
that any  rollover  or  exchange  from one series to another  will  achieve  the
desired tax result. The Sponsor is not a tax advisor and each Unit Holder should
consult  his,  her or its tax advisor  with regard to any gains or losses on the
stock in the Trust and the tax treatment thereof.

      The  Sponsor  reserves  the right to  modify,  suspend  or  terminate  the
reinvestment privilege or rollover option at any time.

                       RESIGNATION, REMOVAL AND LIABILITY

                                     TRUSTEE

      The  Trustee  is The  Bank of New  York.  It is a New York  bank  with its
principal  executive  office located at 101 Barclay  Street,  New York, New York
10286.  The Trustee is organized  under the laws of the State of New York,  is a
member of the New York Clearing House  Association and is subject to supervision
and  examination  by the  Superintendent  of Banks of the State of New York, the
Federal Deposit Insurance  Corporation and the Board of Governors of the Federal
Reserve System.  Unit Holders should direct inquiries  regarding  distributions,
address changes and other matters related to the  administration of the Trust to
the  Trustee at Unit  Investment  Trust  Division,  P.O.  Box 974,  Wall  Street
Station, New York, New York 10268-0974.

Limitations on Liability

      The Trustee shall not be liable or responsible in any way for:

      o     depreciation  or loss incurred by reason of the  disposition  of any
            moneys or Securities; or

      o     in respect of any  evaluation  or for any action taken in good faith
            reliance on prima facie properly executed documents.

      The Trustee,  however, shall be liable for willful misfeasance,  bad faith
or negligence in the performance of its duties. The Trustee shall also be liable
by reason of its  reckless  disregard  of its  obligations  and duties under the
Indenture and  Agreement.  The Trustee  shall not be  personally  liable for any
taxes or other governmental charges imposed upon the Trust which the Trustee may
be  required  to pay under  current or future  laws of the United  States or any
other taxing authority having jurisdiction.


                                      B-16
<PAGE>

Responsibility

      The Trustee shall not be liable for any default,  failure or defect in any
Security or for any  depreciation or loss by reason of any sale of Securities or
by reason of the failure of the Sponsor to give directions to the Trustee.

      The Trustee may sell  Securities  designated by the Sponsor,  or if not so
directed, in its own discretion, for the purpose of redeeming Units tendered for
redemption.

      Amounts  received  by the Trust  upon the sale of any  Security  under the
conditions  set forth below will be  deposited  in the  Principal  Account  when
received  and to the  extent  not  used  for the  redemption  of  Units  will be
distributable  by the Trustee to Unit  Holders of record on the record date next
prior to a distribution date as declared by the Trustee.

      For information  relating to the responsibilities of the Trustee under the
Indenture,  reference  is  also  made  to  the  "Rights  of  Unit  Holders"  and
"Sponsor-Resignation" sections.

Resignation

      By  executing  an  instrument  in  writing  and  filing  the same with the
Sponsor,  the Trustee and any successor may resign. In such an event the Sponsor
is obligated to appoint a successor trustee as soon as possible.  If the Trustee
becomes incapable of acting or becomes bankrupt or its affairs are taken over by
public  authorities,  the Sponsor may remove the Trustee and appoint a successor
as  provided in the  Indenture.  The Sponsor may also remove the Trustee for any
reason,  either with or without cause.  Such resignation or removal shall become
effective upon the acceptance of appointment by the successor  trustee.  If upon
resignation  of a trustee no successor  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  resignation  or  removal  of a  trustee  becomes  effective  only  when the
successor  trustee  accepts its appointment as such or when a court of competent
jurisdiction  appoints a successor  trustee.  A  successor  trustee has the same
rights and duties as the original trustee except to the extent, if any, that the
Indenture is modified as permitted by its terms.

                                     SPONSOR

      Prudential  Investment  Management Services LLC is a wholly-owned indirect
subsidiary of Prudential Financial,  Inc. and is a limited liability corporation
organized under Delaware law in 1996. It is a registered broker-dealer under the
Securities  Exchange  Act of 1934 and a member of the  National  Association  of
Securities  Dealers,  Inc.  The Sponsor is a  distributor  for various  open-end
management companies and unit investment trusts.

Limitations on Liability

      The Sponsor is liable for the performance of its obligations  arising from
its  responsibilities  under  the  Indenture.  The  Sponsor  shall  be  under no
liability  to the  Trust  or to  Unit  Holders  for  taking  any  action  or for
refraining  from any action in good faith or for errors in  judgment.  Likewise,
the  Sponsor  shall  not be liable or  responsible  in any way for any  default,
failure or defect in any Security or for depreciation or loss incurred by reason
of the disposition of any Security. The Sponsor will, however, be liable for (1)
its own willful misfeasance, (2) bad faith, (3) gross negligence or (4) reckless
disregard of its duties and obligations under the Agreement.

Responsibility

      The Trust is not a managed registered investment company.  Securities will
not be sold by the Trustee to take advantage of ordinary market fluctuations.

      Although  the Sponsor and  Trustee do not  presently  intend to dispose of
Securities,  the Indenture  permits the Sponsor to direct the Trustee to dispose
of any  Security  upon the  happening  of  certain  events,  including,  without
limitation,  default under  certain  documents or other  occurrences,  including
legal actions which might  adversely  affect future  declaration  and payment of
dividends,  institution  of certain legal  proceedings,  and a decline in market
price to such an extent,  or such other adverse market or credit  factor,  as in
the opinion of the Sponsor would make retention of a Security detrimental to the
Trust  and to the  interests  of the  Unit  Holders  or if  required  to pay the
Deferred Sales Charge. The Sponsor may instruct the Trustee to tender a Security
for cash or sell the  Security  on the open  market when in its opinion it is in
the best  interest of the Unit Holders to do so in the event of a public  tender
offer or merger or acquisition announcement.

      The  Portfolio   Supervisor   and/or  an  affiliate   thereof   intend  to
continuously monitor developments affecting the Securities in the Trust in order
to  determine  whether  the  Trustee  should be  directed to dispose of any such
Securities.

      It is the  responsibility of the Sponsor to instruct the Trustee to reject
any offer made by an issuer of any of the  Securities to issue new securities in
exchange and substitution  for any Security  pursuant to a  recapitalization  or
reorganization,  except that the Sponsor may instruct the Trustee to accept such
an offer or to take any other  action  with  respect  thereto as the Sponsor may
deem proper if


                                      B-17
<PAGE>

the issuer failed to declare or pay or the Sponsor  anticipates such issuer will
fail to pay or declare anticipated  dividends with respect thereto. If the Trust
receives  the  securities  of  another  issuer  as the  result  of a  merger  or
reorganization  of, or a  spin-off,  or  split-up  by the  issuer of a  Security
included in the original  Portfolio,  the Trust may under certain  circumstances
hold those securities as if they were one of the Securities  initially deposited
and adjust the proportionate  relationship accordingly for all future subsequent
deposits.

      Any securities so received in exchange or substitution will be held by the
Trustee  subject to the terms and conditions of the Indenture to the same extent
as  Securities  originally  deposited  thereunder.  Within  five days  after the
deposit of  securities  in exchange or  substitution  for any of the  underlying
Securities,  the Trustee is required to give notice thereof to each Unit Holder,
identifying the Securities  eliminated and the Securities  substituted therefor.
Except as otherwise set forth in the Prospectus, the acquisition by the Trust of
any securities other than the Securities initially deposited is prohibited.

      The proceeds  resulting from the  disposition of any Security in the Trust
will be distributed as set forth under "Rights of Unit Holders--Distribution" to
the extent such proceeds are not utilized for the purpose of redeeming  Units or
paying Trust expenses.

Resignation

      If at any time the Sponsor  shall resign under the Indenture or shall fail
to perform or be incapable of performing  its duties  thereunder or shall become
bankrupt  or its  affairs are taken over by public  authorities,  the  Indenture
directs the  Trustee to either (1)  appoint a  successor  Sponsor or Sponsors at
rates of  compensation  deemed  reasonable by the Trustee not exceeding  amounts
prescribed by the Securities and Exchange Commission,  (2) act as Sponsor itself
without  terminating  the Trust or (3)  terminate  the Trust.  The Trustee  will
promptly notify Unit Holders of any such action.

Code of Ethics

      The  Sponsor  in  connection  with the Trust has  adopted a code of ethics
requiring  reporting of personal  securities  transactions by its employees with
access to information on Trust  portfolio  transactions.  Persons subject to the
code of ethics are permitted to invest in securities  including  securities that
may be held by the Trust. The goal of the code is to prevent fraud, deception or
misconduct against the Trust and to provide reasonable standards of conduct. See
the back cover of the Prospectus for information on obtaining a copy of the code
of ethics.

                                 LEGAL OPINIONS

      Certain  legal matters in  connection  with the Units offered  hereby have
been passed upon by Cahill Gordon & Reindel,  80 Pine Street, New York, New York
10005, as special counsel for the Sponsor.

                             INDEPENDENT ACCOUNTANTS

      The financial  statement  included in this Prospectus has been so included
in  reliance   on  the  report  of   PricewaterhouseCoopers   LLP,   independent
accountants,  given on the authority of said firm as experts in  accounting  and
auditing.


                                      B-18
<PAGE>

--------------------------------------------------------------------------------
      You should rely only on the information  contained in this Prospectus.  We
have not  authorized  anyone to represent  to you or provide to you  information
that is different.  This  Prospectus  does not constitute an offer to sell, or a
solicitation  of an offer to buy,  securities in any state to any person to whom
it is not lawful to make such offer in such state.
--------------------------------------------------------------------------------

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

                            NATIONAL EQUITY TRUST(R)
                       Unique Opportunities Trust Series 4

                                     [LOGO]
                                     UNIQUE
                                  OPPORTUNITIES

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

                                     Sponsor
                                     -------

                  Prudential Investment Management Services LLC
                               100 Mulberry Street
                                Gateway Center 3
                            Newark, New Jersey 07102

                                     Trustee
                                     -------

                              The Bank of New York
                               101 Barclay Street
                            New York, New York 10286

This Prospectus does not contain complete information about the investment
company filed with the Securities and Exchange Commission in Washington, D.C.
under the:

      o     Securities Act of 1933 (file no. 333-            ) and

      o     Investment Company Act of 1940 (file no. 811-5046).

Information about the Trust can be reviewed and copied at the Public Reference
Room of the Commission, 450 Fifth Street, N.W. Washington, D.C. 20549-6009.

Call:   1-202-942-8090 for information about the Public Reference Room

Visit:  the EDGAR database of the SEC's website at http://www.sec.gov for
        reports and other information about the Trust. Copies may be obtained,
        after paying a duplicating fee, by writing the Commission or by
        electronic request to publicinfo@sec.gov.

--------------------------------------------------------------------------------
                                                                    UTS323 01/03
<PAGE>

         PART II.  ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS

                       CONTENTS OF REGISTRATION STATEMENT

Contents of Registration Statement

            This Registration Statement on Form S-6 comprises the following
papers and documents:

            The Prospectus.

            Signatures.

            Written consents of the following persons:

                  Cahill Gordon & Reindel (included in Exhibit 5).

              (2) PricewaterhouseCoopers LLP

            The following Exhibits:

      (4) Ex-3.(i)      -     Limited Liability Agreement for Prudential
                               Investment Management Services LLC dated October
                               9, 1996, amended October 17, 1996.

      (4) Ex-3.(ii)     -     By-Laws of Prudential Investment Management
                                Services LLC.

      (3)   Ex-4.a      -     Trust Indenture and Agreement and Distribution
                               Agency Agreement, dated February 2, 2000.

      (1)   Ex-4.b      -     Draft of Reference Trust Agreement.

      (2)   Ex-5        -     Opinion of counsel as to the legality of the
                                securities being registered.

      (5)   Ex-24       -     Powers of Attorney

      (4)   Ex-99.1     -     Information as to Officers of Prudential
                                Investment Management Services LLC is
                                incorporated by reference to Form N-8B-2 filed
                                pursuant to Section 8(b) of the Investment
                                Company Act of 1940 (1940 Act File No. 811-
                                5046).

      (4)   Ex-99.2     -     Affiliations of Sponsor with other investment
                                   companies.

      (4)   Ex-99.A(11) -     Code of Ethics


                                      II-1
<PAGE>

--------------------
(1)  Filed herewith.

(2)  To be filed by amendment.

(3)  Incorporated by reference to an exhibit of same designation  filed with the
     Securities  and  Exchange  Commission  as an  exhibit  to the  Registration
     Statement  under the Securities Act of 1933 of National  Equity Trust,  OTC
     Growth Trust Series 5, Registration No. 333-94591 (filed February 4, 2000).

(4)  Incorporated  by  reference  to  exhibits  filed  with the  Securities  and
     Exchange  Commission as exhibits to Form N-8B-2 under the Securities Act of
     1940 of Prudential  Unit Trusts  (Prudential  Equity Trust Series 1 and any
     other series of Prudential  Unit Trusts) and any series of National  Equity
     Trust, File No. 811-5046 (filed June 29, 2001).

(5)  Incorporated  by reference to exhibits of same  designation  filed with the
     Securities  and  Exchange   Commission  as  exhibits  to  the  Registration
     Statement  under  the  Securities  Act of 1933 of  National  Equity  Trust,
     Short-Term Low Five Covered Write Option Trust Series 5,  Registration  No.
     333-98329 (filed August 19, 2002).


                                      II-2
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
National Equity Trust, Unique Opportunities Trust Series 4, has duly caused this
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly authorized,  in the City of New York, and State of New York on the 24th day
of December, 2002.

                              NATIONAL EQUITY TRUST
                       Unique Opportunities Trust Series 4
                                  (Registrant)

                      By PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
                                   (Sponsor/Depositor)

             /s/ Richard R. Hoffmann
                 Richard R. Hoffmann                   Vice President and
                                                        Attorney-in-Fact

             /s/ ________*____________
                 Robert F. Gunia                       President

             /s/ ________*____________
                 Margaret M. Deverell                  Chief Financial Officer,
                                                        Comptroller


                      By PIFM HOLDCO, INC.
                             (Manager of Prudential Investment Management
                              Services LLC)

                     By: /s/ Richard R. Hoffmann
                             Richard R. Hoffmann
                             authorized signatory for PIFM Holdco, Inc.

_______________________
* By Richard R. Hoffmann pursuant to Powers of Attorney previously filed.


                                      II-3
<PAGE>

                               CONSENT OF COUNSEL

     The consent of Cahill Gordon & Reindel to the use of its name in the
Prospectus included in this Registration Statement will be contained in its
opinion to be filed as Exhibit 5 to this Registration Statement.

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

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                           [to be filed by Amendment]

                                      II-4