As filed with the Securities and Exchange Commission on March 3, 1998

                                                      Registration No. 333-39333
    

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

   
                               AMENDMENT NO. 2 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
    

                        AMERICAN CORPORATE RECEIPTS, INC.
                        ---------------------------------
                   (Originator of the Trusts described herein)
             (Exact name of registrant as specified in its Charter)

                   NEW JERSEY                      22-3545150
                   ----------                      ----------
                   (State or other                (IRS employer
                   jurisdiction of                identification
                   incorporation)                 Number)

                           c/o Rickel Securities, Inc.
                                 45 Essex Street
                           Millburn, New Jersey 07041
                                  973-379-0300
                                  ------------

               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

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

                             John C. Sabo, President
                        American Corporate Receipts, Inc.
                           c/o Rickel Securities, Inc.
                                 45 Essex Street
                           Millburn, New Jersey 07041
                                  973-379-0300
                                  ------------

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                            David F. Broderick, Esq.
                             McCarter & English, LLP
                               Four Gateway Center
                               100 Mulberry Street
                            Newark, New Jersey 07102

Approximate  date of commencement  of proposed sale to the public:  From time to
time after the effective  date of this  Registration  Statement as determined by
market  conditions.
If the only securities  being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE

====================================================================================================================================
    Title of securities              Amount to            Proposed maximum              Proposed maximum               Amount of
     Being registered            be registered(1)    Offering price per unit(2)    aggregate offering price(2)     registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                        <C>                       <C>          
American Corporate Receipts         $60,000,000                 100%                       $60,000,000               $18,181.82(3)
====================================================================================================================================

(1)  Represents the face amount of Principal and/or Callable Principal Receipts to be Offered.
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  Previously paid.

                                   ----------
</TABLE>
<PAGE>

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.
<PAGE>

                                   PROSPECTUS

                           AMERICAN CORPORATE RECEIPTS
                                      -----
                        AMERICAN CORPORATE RECEIPTS, INC.
                                    DEPOSITOR
                                      -----

            The American  Corporate  Receipts (the "Receipts")  described herein
may be sold from time to time in one or more series,  in amounts,  at prices and
on  terms  to be  determined  at the  time  of  sale  and to be set  forth  in a
supplement to this Prospectus (each a "Prospectus  Supplement").  Each series of
Receipts will include two classes of Receipts.

            The  Receipts  of each  series  will be  issued  by a newly  formed,
limited  purpose  trust to be  formed  with  respect  to such  series  (each,  a
"Trust").  The  property  of each  Trust  will be  limited  to a portion  of one
discrete issue of taxable debt  securities (the "Bonds") issued by a corporation
or other  issuer  that is eligible  to offer and sell  securities  pursuant to a
registration statement on Form S-3 promulgated under the Securities Act of 1933,
and which issuer has a class of equity securities registered under Section 12 of
the  Securities   Exchange  Act  of  1934  and  is  therefore   subject  to  the
informational  requirements  of  the  Securities  Exchange  Act of  1934  and in
accordance  therewith  will be obligated  to file reports and other  information
with the Securities and Exchange Commission. The Bonds will have been previously
publicly issued pursuant to an offering registered under the Securities Act, and
at the time that the  Receipts  are offered the Bonds shall have been rated by a
nationally recognized  statistical rating organization (such as Moody's Investor
Service,  Inc.  ("Moody's") or Standard & Poor's  Corporation  ("S&P")) (each, a
"Rating  Agency")  in one of  its  generic  rating  categories  which  signifies
investment  grade.  The  identity of and  material  terms of the Bonds held by a
particular  Trust will be described  in the related  Prospectus  Supplement.  No
credit  enhancement  (in  the  form  of  over-collateralization,   insurance  or
guarantees) will be available to supplement payments made on the Bonds.

            Each Trust will be formed  pursuant to a Trust Agreement (the "Trust
Agreement")  to be entered into between  American  Corporate  Receipts,  Inc. as
Depositor (the "Depositor") and the Trustee specified in the related  Prospectus
Supplement (the "Trustee").

   
            Each  series  of  Receipts  will  represent   fractional   undivided
interests  in all of the  interest  and  principal  payments on the Bonds in the
related Trust.  Each class of Receipts of any series will represent the right to
receive a specified payment of principal and/or interest on the related Bonds in
the manner described  herein and in the related  Prospectus  Supplement,  to the
extent that such payment has been actually received by the Trustee. The amounts,
rates and dates of such  payments  will be set forth in the  related  Prospectus
Supplement,  and will  correspond to the payments on the related  Bonds.  In the
event of a payment default on the underlying Bonds which is not cured within ten
days, there will be an involuntary surrender of the related Receipts and the
Trustee will, whether or not requested by the Receiptholders, promptly cause the
distribution in kind of the respective interests in the Bonds to the
Receiptholders.
    

            There  will be no  secondary  market for the  Receipts  prior to the
offering thereof. While Rickel Securities,  Inc., an affiliate of the Depositor,
intends to make a secondary  market in the  Receipts,  it is not obligated to do
so. There can be no  assurance  that a secondary  market for the  Receipts  will
develop or, if it does develop,  that it will continue.  The Receipts may or may
not be  listed  on a  securities  exchange.  If the  Receipts  are  listed  on a
securities exchange,  the name of such exchange will be disclosed in the related
Prospectus Supplement.

            Receipts will be issued in book-entry  form.  Each class of Receipts
initially  issued in book-entry  form will be represented  by a single  physical
certificate  registered in the name of Cede & Co., the nominee of The Depository
Trust  Company  ("DTC").  The  interests  of  owners  of such  Receipts  will be
represented  by book  entries on the  records of DTC and  participating  members
thereof.   Certificated   Receipts   will  be  available   only  under   limited
circumstances.

                                   ----------

                                                                     
<PAGE>

            PROCEEDS  OF THE BONDS HELD BY THE TRUST FOR ANY SERIES ARE THE SOLE
SOURCE OF  PAYMENTS ON THE  RECEIPTS  FOR SUCH  SERIES.  THE  RECEIPTS  WILL NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF, AND ARE NOT INSURED OR GUARANTEED BY,
THE  DEPOSITOR  OR RICKEL  SECURITIES,  INC.,  ANY  OTHER  TRUST OR ANY OF THEIR
RESPECTIVE AFFILIATES. THE RECEIPTS ARE DIFFERENT FROM, AND SHOULD NOT BE DEEMED
TO BE A SUBSTITUTE FOR, DIRECT OWNERSHIP OF THE BONDS.

                                   ----------

            THESE  SECURITIES  HAVE  NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

            Receipts may be sold by the Depositor through agents designated from
time to  time,  through  underwriting  syndicates  led by one or  more  managing
underwriters  or through one or more  underwriters  acting alone,  as more fully
described under "PLAN OF DISTRIBUTION" and in the related Prospectus Supplement.
If  underwriters  or agents are  involved in the offering of the Receipts of any
series offered hereby,  the name of the managing  underwriter or underwriters or
agents will be set forth in the related Prospectus Supplement.

            This  Prospectus  may not be used to consummate  sales of securities
offered hereby unless accompanied by a Prospectus Supplement.

                The date of this Prospectus is           , 1998.

                                      -2-
<PAGE>

                              AVAILABLE INFORMATION

            American Corporate  Receipts,  Inc., as depositor of each Trust, has
filed  with  the  Securities  and  Exchange   Commission  (the  "Commission")  a
Registration  Statement on Form S-3 (together  with all  amendments and exhibits
thereto,   referred  to  herein  as  the  "Registration  Statement")  under  the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
Receipts  offered pursuant to this  Prospectus.  This Prospectus,  which forms a
part of the Registration Statement,  omits certain information contained in such
Registration  Statement pursuant to the rules and regulations of the Commission.
For further information,  reference is made to the Registration  Statement which
may be inspected and copied at the public reference facilities maintained by the
Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  and at the
Commission's  regional offices at 500 West Madison Street, 14th Floor,  Chicago,
Illinois  60661  and  75  Park  Place,  New  York,  New  York  10007,  or at the
Commission's Web site, http://www.sec.gov.  Copies of the Registration Statement
may be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.

                            REPORTS TO RECEIPTHOLDERS

            Quarterly  and  annual  unaudited  reports  containing   information
concerning  the related  Bonds,  including  an annual  independent  accountant's
statement  of review  regarding  the  payment  of all income on the Bonds to the
Receiptholders  ("Receiptholders" or "Holders"), will be prepared by the related
Trustee and sent on behalf of each Trust only to Cede & Co. ("Cede"), as nominee
of DTC and registered holder of the Receipts. See "CERTAIN INFORMATION REGARDING
THE RECEIPTS -- Book-Entry Registration" and "--Reports to Receiptholders". Such
reports will not constitute  financial  statements  prepared in accordance  with
generally  accepted  accounting  principles.  Each  Trust  will  file  with  the
Commission such other reports as may required under the Securities  Exchange Act
of 1934, as amended (the "Exchange  Act"),  and the rules and regulations of the
Commission thereunder.

                               PROSPECTUS SUMMARY

            This Prospectus Summary is qualified in its entirety by reference to
the detailed information appearing elsewhere in this Prospectus and by reference
to the  information  with  respect  to the  Receipts  contained  in the  related
Prospectus  Supplement  to be prepared  and  delivered  in  connection  with the
offering of such Receipts.  Certain  capitalized  terms used in this  Prospectus
Summary are defined  elsewhere in this Prospectus and in the related  Prospectus
Supplement.  A listing of the pages on which  some of such terms are  defined is
found in the "INDEX OF TERMS" on page 22 of this Prospectus.

Issuer..............          With respect to each series of Receipts, the Trust
                              to be  formed  by the  Depositor  and the  Trustee
                              pursuant to the Trust  Agreement.  Each Trust will
                              be established  for the primary purpose of issuing
                              Receipts   of   a   single   series   representing
                              fractional  ownership interests in the Bonds to be
                              described in the related Prospectus Supplement for
                              such series.  The Bonds will be deposited into the
                              Trust by the  Depositor in exchange for  Receipts,
                              the aggregate face amount of which will correspond
                              exactly to the  aggregate  amount of principal and
                              interest  payable  on the  Bonds  from the date of
                              deposit to the date of  maturity  (or, in the case
                              of  Callable  Principal  Receipts,  the first date
                              upon which the Bonds are redeemable).

Depositor...........          American Corporate Receipts, Inc.

Trustee.............          The Trustee  specified  in the related  Prospectus
                              Supplement.

The Receipts........          Each series of Receipts  will  include two classes
                              of Receipts  issued  pursuant to a Trust Agreement
                              between the Depositor and the Trustee:  (i) Coupon
                              Receipts,  which  represent the right to receive a
                              single payment of interest on the Bonds,  and (ii)
                              either (x) Principal Receipts, which represent the
                              right to receive a single  payment of principal on
                              the Bonds upon maturity,  or (y) in any case where
                              the  Bonds  are   subject  to  early   redemption,
                              Callable Principal  Receipts,  which represent the
                              right to receive


                                      -3-
<PAGE>

                              all  interest  payments  from the first  date upon
                              which the Bonds are  redeemable and principal upon
                              redemption  or  maturity,   plus  any   redemption
                              premium.  The Receipts will be available initially
                              only in book-entry  form.  Receiptholders  will be
                              able to receive Certificated  Receipts only in the
                              limited   circumstances   described  herein.   See
                              "CERTAIN  INFORMATION  REGARDING  THE  RECEIPTS --
                              Certificated Receipts."

The Bonds ..........          The  property  of each  Trust  will be  limited to
                              taxable debt securities (the "Bonds")  acquired by
                              the  Depositor  from Rickel  Securities,  Inc., an
                              affiliate  of the  Depositor,  in exchange for the
                              Receipts.  The  Bonds  will  be  described  in the
                              related  Prospectus  Supplement and will have been
                              issued by a corporation  or other issuer  eligible
                              to  offer  and  sell  securities  registered  on a
                              registration  statement  on Form  S-3  promulgated
                              under the  Securities  Act,  and which  also has a
                              class  of  equity   securities   registered  under
                              Section 12 of the  Exchange  Act and  therefore is
                              subject to the periodic reporting  requirements of
                              the Exchange Act. Each of the Bonds will have been
                              previously   publicly   issued   in  an   offering
                              registered  pursuant to the Securities Act, and at
                              the time that the  Receipts  are offered the Bonds
                              shall have been rated by a  nationally  recognized
                              statistical  rating  organization  in  one  of its
                              generic   rating    categories   which   signifies
                              investment grade. The issuer of the Bonds will not
                              be involved in the issuance of the  Receipts,  and
                              will not be  affiliated  with the Depositor at the
                              time of the offering. Rickel Securities, Inc. will
                              have     previously     purchased,     or     will
                              contemporaneously   purchase   the  Bonds  in  the
                              secondary market. Rickel Securities, Inc. will not
                              purchase the Bonds from the issuer  thereof or any
                              of its  affiliates,  and  the  Bonds  will  not be
                              purchased by Rickel Securities,  Inc. as a part of
                              the initial distribution  thereof.  After the date
                              of issuance by each Trust of the related  Receipts
                              (the  "Issuance   Date"),   such  Trust  will  not
                              purchase  or  otherwise   acquire  any  additional
                              securities  and will not  dispose of or create any
                              lien on its assets.

Payments............          Subject  to  timely  receipt  of  payments  on the
                              Bonds,  payments  in  respect of each class of any
                              series of Receipts will be paid or  distributed at
                              such times and in such manner as  described in the
                              related Prospectus Supplement.

Certain Federal
 Income Tax
 Consequences.......          Receipts  will  constitute  "stripped  coupons" or
                              "stripped  bonds" for  purposes of Section 1286 of
                              the Internal Revenue Code of 1986, as amended (the
                              "Code").  As such, the Receipts will be treated as
                              if   issued   with   original   issue    discount.
                              Consequently,   purchasers   of  Receipts   should
                              understand  that if they  are  subject  to  income
                              taxation, it is likely that they will be allocated
                              taxable income with respect to their Receipts each
                              year prior to maturity of the  Receipts,  although
                              they will not receive any cash  distributions with
                              respect  to  the  Receipts   they  hold  prior  to
                              Maturity.  In any such event,  a Holder would have
                              to use other cash  resources to pay the tax on the
                              taxable  income  allocated as a result of his, her
                              or  its  ownership  of  the  Receipts.   Upon  the
                              issuance  of each series of  Receipts,  McCarter &
                              English,   LLP,   special   tax   counsel  to  the
                              Depositor, will deliver an opinion with respect to
                              certain  federal  income  tax  consequences.   See
                              "FEDERAL  INCOME  TAX  CONSEQUENCES"   herein  for
                              additional  information concerning the application
                              of federal, state, local and other laws.


                                      -4-
<PAGE>

ERISA
 Considerations.....          Under a  regulation  issued by the  Department  of
                              Labor, the Trust assets represented by a series of
                              Receipts  will not be deemed  "plan  assets" of an
                              employee  benefit  plan  holding  the  Receipts if
                              certain  conditions  are met,  including that such
                              class of Receipts must be held, upon completion of
                              the initial public offering of the Receipts, by at
                              least 100  investors  who are  independent  of the
                              Depositor and of one another.  For certain  series
                              of Receipts the Depositor  expects that (i) one or
                              more  classes of  Receipts  of each series will be
                              held by at least 100 independent  investors at the
                              conclusion of the initial public offering  thereof
                              (although  no  assurance  can  be  given,  and  no
                              monitoring  or  other  measures  will be  taken to
                              ensure, that such condition will be met), and (ii)
                              the other  conditions  of the  regulation  will be
                              met. If the Trust assets  represented  by a series
                              of Receipts  were deemed to be "plan assets" of an
                              employee  benefit plan  investor  (e.g. if the 100
                              independent  investor criterion is not satisfied),
                              violation of the "prohibited transaction" rules of
                              the  Employee  Retirement  Income  Security Act of
                              1974,  as  amended  ("ERISA"),  could  result  and
                              generate  excise tax and other  liabilities  under
                              ERISA  and  Section  4975 of the  Code,  unless  a
                              statutory,  regulatory or administrative exemption
                              is  available.  It is uncertain  whether  existing
                              exemptions from the "prohibited transaction" rules
                              of ERISA would apply to all transactions involving
                              the  Trust  assets   represented  by  the  related
                              Receipts.  Accordingly,  fiduciaries considering a
                              purchase  of the  Receipts  on behalf of  employee
                              benefit plans should  consult their counsel before
                              making the  purchase.  See "ERISA  CONSIDERATIONS"
                              herein.

Rating..............          It is a condition to the issuance of any series of
                              Receipts  that  they  be  rated  by  a  nationally
                              recognized  statistical rating  organization (such
                              as Moody's Investor Service,  Inc.  ("Moody's") or
                              Standard & Poor's  Corporation  ("S&P"))  (each, a
                              "Rating  Agency")  in one of  its  generic  rating
                              categories  which  signifies   investment   grade;
                              typically,  the  four  highest  rating  categories
                              (within  which  there  may  be  sub-categories  or
                              gradations  indicating  relative standing) signify
                              investment  grade.  For example,  Moody's  ratings
                              between Aaa and Baa, and S&P's ratings between AAA
                              and BBB, signify  investment grade. The ratings of
                              any series of the Receipts by the Rating  Agencies
                              address  the  likelihood  of the full  and  timely
                              payment  of  the  aggregate  face  amount  of  the
                              Receipts.  There  is no  assurance  that  any such
                              rating  will  continue  for any  period of time or
                              that it will not be revised or withdrawn  entirely
                              by  such  Rating   Agency  if,  in  its  judgment,
                              circumstances (including,  without limitation, the
                              financial  health of the issuer of the  underlying
                              Bonds) so  warrant.  A revision or  withdrawal  of
                              such  rating  may have an  adverse  effect  on the
                              market price of the Receipts. A security rating is
                              not  a   recommendation   to  buy,  sell  or  hold
                              securities.  See  "RISK  FACTORS"  in the  related
                              Prospectus Supplement.


                                   THE TRUSTS

GENERAL

            With  respect  to  each  series  of  Receipts,  the  Depositor  will
establish a Trust by depositing the Bonds in the Trust without  recourse.  After
the Issuance  Date with  respect to each Trust,  such Trust will not purchase or
otherwise  acquire any  additional  securities and will not dispose of or create
any lien on its assets.  The  Receipts of each series will  evidence  fractional
ownership  interests in the related  Bonds.  The related Trust  Agreement  shall
terminate with respect to any Trust one year following the payment upon maturity
(or any earlier  redemption) by the respective  issuers of the entire  principal
amount (and any redemption  premium) of


                                      -5-
<PAGE>

the  Bonds.  If  any  Receipts  shall  remain  outstanding  after  the  date  of
termination  of the related Trust  Agreement,  the Trustee shall not perform any
further acts under the Trust  Agreement,  except that the Trustee shall hold the
proceeds  of any  payment,  without  liability  for  interest,  for the pro rata
benefit of the  Receiptholders  which have not theretofore  been surrendered for
payment unless otherwise required by applicable law.

THE TRUSTEE

            The Trustee for each Trust and the principal  offices of the Trustee
will be as specified in the related Prospectus Supplement.  The Trustee will not
be  affiliated  with the  Depositor at the time of the  offering.  The Trustee's
liability  in  connection  with the issuance and sale of the Receipts is limited
solely to the express obligations of such Trustee set forth in the related Trust
Agreement.  The Trustee's  obligations under the Trust Agreement include issuing
and  manually  executing  Receipts,  receiving  debt  service  payments  on  the
underlying Bonds and disbursing the same to the owners of the related  Receipts,
maintaining the Receipt  Register,  giving notice to the  Receiptholders  in the
event of any payment default by the issuer of the underlying  Bonds,  and taking
actions as directed by the holders of the Receipts. The fee to be charged by the
Trustee for its services is negotiated by the Depositor and the Trustee for each
series and set forth in a separate  agreement  between them.  The fee is paid by
the Depositor. The Trust Agreement provides that in no event shall the assets of
the Trust be used to pay such fees or be subject to any right, charge,  security
interest,  lien or  claim of any kind in  favor  of the  Trustee  or any  person
claiming through the Trustee.

            A Trustee may resign at any time, in which event the Depositor  will
be obligated to appoint a successor  trustee.  Any  resignation  or removal of a
Trustee and appointment of a successor  trustee will not become  effective until
acceptance of the  appointment  by the successor  trustee.  The Trust  Agreement
requires that any Trustee be a bank with trust powers or trust company  having a
principal office in the United States of America,  having a combined capital and
surplus of at least  $50,000,000,  and having a rating of Baa or better assigned
by at least one nationally recognized statistical rating agency, as that term is
defined by SEC Rule 15C3-1(c)(2)(vi)(F).


                                    THE BONDS
GENERAL

            The  Bonds  to be  purchased  by each  Trust  will be  taxable  debt
securities  issued by a  corporation  or other  entity  (each  such  entity,  an
"Obligor")  eligible to offer and sell  securities  registered on a registration
statement on Form S-3 promulgated under the Securities Act, and which also has a
class of equity  security  registered  under  Section 12 of the Exchange Act and
therefore is subject to the periodic reporting requirements of the Exchange Act.
Each of the Bonds  will  have been  previously  publicly  issued in an  offering
registered pursuant to the Securities Act, and at the time that the Receipts are
offered the Bonds shall have been rated by a Rating  Agency  (such as Moody's or
S&P) in one of its generic rating  categories which signifies  investment grade.
The Bonds will have been acquired by the Depositor from Rickel Securities,  Inc.
in exchange for the  Receipts.  Rickel  Securities,  Inc.  will have  previously
purchased the Bonds in the secondary market. The Obligor will not be involved in
the issuance of the Receipts,  and will not be affiliated  with the Depositor at
the time of the offering.  Rickel  Securities,  Inc. will not have purchased the
Bonds from the issuer thereof or any of its  affiliates,  and the Bonds will not
have  been  purchased  by  Rickel  Securities,  Inc.  as  part  of  the  initial
distribution  thereof.  The  specific  terms and  conditions  of the Bonds to be
purchased by each Trust will be set forth in the related Prospectus Supplement.

THE OBLIGORS

            In order to be eligible to offer and sell securities registered on a
registration  statement  on Form  S-3,  and thus  fulfill  that  portion  of the
criteria for Bond Obligors set forth above, an Obligor must:

                        1. Be incorporated or otherwise organized under the laws
            of the United  States or any State or  territory  or the District of
            Columbia and have its  principal  business  operations in the United
            States or its territories;

                                      -6-
<PAGE>

                        2.  Have a class  of  securities  registered  under  the
            Exchange Act and be required to file reports pursuant to that Act;

                        3.  Have  been   subject  to  the   periodic   reporting
            requirements  of the  Exchange  Act  for a  period  of at  least  12
            calendar  months,  and have  filed in a timely  manner  all  reports
            required to be filed  during the 12 calendar  months and any portion
            of a month preceding the relevant date; and

                        4. Have at least  $75,000,000 in aggregate  market value
            of voting stock held by non-affiliates of the Obligor.

            The  Depositor  will base its  determination  of  whether a specific
Obligor meets this criteria on the basis of available  public  information.  See
"AVAILABLE  INFORMATION  REGARDING  THE  OBLIGORS  -- Public  Information."  The
Depositor will not confirm any such  determination  with the Obligor.  In making
such  determination,  the  Depositor  will  necessarily  assume  that all of the
information which an Obligor has filed with the Commission is true, accurate and
complete.

                  AVAILABLE INFORMATION REGARDING THE OBLIGORS

PUBLIC INFORMATION

            The Obligors will be corporations or other entities that are subject
to  the  informational  requirements  of the  Exchange  Act  and  in  accordance
therewith file reports and other information with the Commission.  Such reports,
proxy and  information  statements and other  information  filed by the Obligors
with  the  Commission  can be  inspected  and  copied  at the  public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20549, and at the Commission's regional offices at 500 West Madison Street,
14th Floor, Chicago, Illinois 60661 and 75 Park Place, New York, New York 10007,
or at the Commission's Web site, http://www.sec.gov. Copies of such material can
be obtained  from the Public  Reference  Section of the SEC at 450 Fifth Street,
N.W.,  Washington,  D.C. 20549, at prescribed  rates. If the Bonds are listed on
the New York Stock Exchange,  the material described above and other information
will also be  available  for  inspection  at the  offices  of the New York Stock
Exchange at 20 Broad Street,  New York, New York. If the Bonds are listed on the
American Stock Exchange, the material described above and other information will
also be available for  inspection at the offices of the American  Stock Exchange
at 86 Trinity Place, New York, New York.

POSSIBLE UNAVAILABILITY OF PUBLIC INFORMATION AND RESULTING TRANSFER
RESTRICTIONS

            An Obligor whose common stock (or similar equity security) ceases to
be held of record by 300 or more holders,  which has no class of security listed
on a national securities exchange,  and which has no class of debt security held
of record by 300 or more  holders,  could  elect to  suspend  its  Exchange  Act
reporting  requirements.  Such  suspension  could  occur at any time  after  the
deposit of its Bonds in a Trust. In such event, the public information  referred
to in the preceding paragraph would no longer be available.  If such reports are
not  available to the Trust,  the Receipts of such series will,  by their terms,
generally  be  required  to be  removed  from the DTC  book  entry  system,  and
definitive physical  certificates  representing the Receipts of such series will
be issued to the Holders of the  Receipts of such  series.  Such  actions  could
hinder a Holder's ability to transfer his Receipts.

            In the event an Obligor  suspends its Exchange Act reporting and the
Receipts are removed from the DTC book entry system,  the Depositor  will notify
the Obligor that the Bonds are held pursuant to the Trust Agreement and that the
holders of the Receipts  constitute record holders of the Bonds. The issuance of
such definitive physical certificates representing the Receipts may increase the
likelihood that there will then be more than 300 holders of record of the Bonds,
requiring  the Obligor to resume filing  Exchange Act reports,  in light of Rule
12g5-1(b)(1)  under the Exchange  Act,  which appears to require an obligor with
actual  knowledge that its bonds are held pursuant to a Trust Agreement to treat
holders of record of  certificates  or other evidences of interest issued by the
Trust as holders of record of the underlying Bonds.  However,  no assurances can
be given that this  procedure  will result in the Obligor  resuming its Exchange
Act  filings,  due to,  among other  reasons,  the fact that to the  Depositor's
knowledge,  no court of competent jurisdiction has interpreted and enforced Rule
12g5-1(b)(1) in the circumstances described above. In addition, the Depositor is
unable to predict whether,  even if the Receiptholders are treated as holders of
the Bonds, the issuance of definitive physical  certificates will cause there to
be more than 300 holders of record of the Bonds.


                                      -7-
<PAGE>

BONDHOLDER COMMUNICATIONS

            Upon the receipt by the Trust of any Bondholder  communications from
an  Obligor,   the  Trustee,   on  behalf  of  the  Trust,  will  transmit  such
communications  to the  beneficial  owners of the Receipts upon receipt from the
Obligor of assurances that the Trustee's  reasonable expenses will be reimbursed
by  the  Obligor.  In  addition,   upon  receipt  by  the  Trust  of  Bondholder
communications  from a third party (other than the  Obligor),  the  Trustee,  on
behalf  of the  Trust,  will  transmit  such  Bondholder  communications  to the
beneficial  owners  of the  Receipts  upon  receipt  from  such  third  party of
assurances  that the  Trustee's  reasonable  expenses will be reimbursed by such
third party.  In either case,  if the Trustee does not receive such  assurances,
then the Trustee,  at the sole discretion of the Depositor and at the expense of
the Depositor  and/or the Trust,  will transmit or cause to be  transmitted  any
such Bondholder communications to such beneficial owners.

                                 USE OF PROCEEDS

            There will be no cash  proceeds  received  by the  Depositor  or the
Trust from the sale of the  Receipts.  The  issuance  of each series of Receipts
will  involve  the  following  steps,  some  or  all of  which  may  take  place
simultaneously:

            - Rickel  Securities,  Inc. will purchase the Bonds in the secondary
market for cash at the price(s) prevailing in the market.

            - The Trust will issue the Receipts to the Depositor.  The aggregate
face amount of  Receipts  will  correspond  exactly to the  aggregate  amount of
principal and interest payable on the Bonds from the date of deposit to the date
of maturity (or, in the case of Callable Principal Receipts, the first date upon
which the Bonds are redeemable).

            - The Depositor will sell the Receipts to Rickel Securities, Inc. in
exchange for the Bonds.

            - The  Depositor  will sell the Bonds to the Trust in  consideration
for the Trust's issuance of the Receipts to the Depositor.

            - Rickel Securities, Inc., acting as the Underwriter,  will commence
the offering of the Receipts.

            The  Receipts  will  be  offered  from  time  to  time  through  the
Underwriter  in negotiated  transactions,  at various prices to be determined at
the time of sale.  Any spread  between the price at which the  Receipts are sold
and the purchase  price of the Bonds (less costs and  expenses)  will  represent
underwriting compensation to Rickel Securities,  Inc. Depending on the timing of
the various steps outlined above, Rickel Securities,  Inc. may utilize a portion
of the net  proceeds  of the sale of the  Receipts to finance or  refinance  the
purchase of the underlying Bonds.

            The aggregate face amount of any series of Receipts will  correspond
exactly  to the  aggregate  amount of  principal  and  interest  payable  on the
underlying  Bonds from the date of deposit to the date of  maturity  (or, in the
case of  Callable  Principal  Receipts,  the first date upon which the Bonds are
redeemable).  Therefore,  the aggregate face amount of any particular  series of
Receipts  will not  necessarily  bear a direct  relationship  to the fair market
value of the underlying Bonds on the date that the Receipts are issued.

            The  simultaneous  transfer of the Bonds from the Underwriter to the
Depositor in exchange for the Receipts, and the retransfer of the Bonds from the
Depositor to the Trust in exchange for the Receipts, are intended by the parties
to constitute sale  transactions.  Immediately  following the completion of such
transactions,  physical  custody of and title to the Bonds  will be  irrevocably
vested in the Trust and/or the Trust's  nominee(s),  and neither the Underwriter
nor the Depositor will have any further control over the collection, disposition
or custody thereof,  or over any other actions affecting the Bonds.  Neither the
Trust nor the  Receiptholders  will have any recourse against the Underwriter or
the Depositor in the event of a default on the Bonds by the Obligor. Conversely,
neither  the Trust nor the  Receiptholders  will be entitled to share in any net
profit,  nor will the Trust or the  Receiptholders  be liable for any portion of
any net loss,  which may be realized by the  Underwriter in connection  with its
purchase of the Bonds in the market and resale of the Receipts.


                                      -8-
<PAGE>

                                  THE DEPOSITOR

            The Depositor, a wholly owned subsidiary of Rickel Securities, Inc.,
was incorporated in the State of New Jersey in October,  1997. The Depositor was
organized  for the limited  purpose of acquiring  Bonds from Rickel  Securities,
Inc., forming Trusts,  transferring Bonds to the Trusts, and engaging in related
activities.  The principal  executive offices of the Depositor are located at 45
Essex Street, Millburn, New Jersey 07041, and its phone number is 973-379-0300.

                                  THE RECEIPTS

GENERAL

            With respect to each Trust,  the Receipts will be issued pursuant to
the terms of a Trust Agreement,  a form of which has been filed as an exhibit to
the Registration  Statement of which this Prospectus forms a part. The following
is a summary of the material terms of the Trust Agreement. The following summary
does not purport to be complete and is subject to, and qualified in its entirety
by reference to, all of the provisions of the Receipts and the Trust  Agreement.
Where  particular  provisions or terms used in the Trust  Agreement are referred
to, the actual provisions  (including  definitions of terms) are incorporated by
reference as part of this summary.

            Each class of a series of Receipts  issued in  book-entry  form will
initially be represented by a single Receipt  registered in the name of DTC. The
Depositor has been informed by DTC that DTC's nominee will be Cede. Accordingly,
Cede is expected to be the holder of record of the Receipts issued in book-entry
form.  Unless  and until  Certificated  Receipts  are issued  under the  limited
circumstances  described herein, no Receiptholder  will be entitled to receive a
physical certificate representing a Receipt. All references herein to actions by
Receiptholders  refer  to  actions  taken  by DTC  upon  instructions  from  the
Participants and all references  herein to distributions,  notices,  reports and
statements  to  Receiptholders  refer to  distributions,  notices,  reports  and
statements to DTC or Cede, as the registered holder of the Receipts, as the case
may  be,  for  distribution  to  beneficial  owners  in  accordance  with  DTC's
procedures with respect thereto. See "CERTAIN INFORMATION REGARDING THE RECEIPTS
-- Book Entry Registration" and "-- Certificated Receipts."

DISTRIBUTIONS OF INTEREST AND PRINCIPAL AMOUNT

            There will not be any periodic  interest payments on Coupon Receipts
or Principal  Receipts.  Each of such Receipts represents the right to receive a
single payment at its maturity.

            With  respect  to  Coupon  Receipts,  on and  after  the date of the
interest payment evidenced  thereby,  if the Obligor shall have paid in full and
the Trustee  shall have  confirmed  receipt of the interest due on such interest
payment date on the underlying  Bonds, the Trustee shall, upon surrender of such
Coupon Receipts at the office of the Trustee specified in the related Prospectus
Supplement,  pay to the Holder  thereof in lawful money of the United  States of
America,  if the Holder is DTC or its nominee,  by wire transfer of  immediately
available  funds,  and if the Holder is any other person,  by check for New York
Clearing  House funds in  accordance  with such  regulations  as the Trustee may
reasonably establish consistent with the provisions of the Trust Agreement,  the
entire  amount of such interest  payment  evidenced  thereby,  less any taxes or
governmental charges required to be withheld from such payment by the Trustee.

            With respect to any  Principal  Receipts,  if the Obligor shall have
paid in full and the Trustee shall have confirmed  receipt of the amount of such
principal  upon  maturity  of the  underlying  Bonds,  the Trustee  shall,  upon
surrender of such Principal  Receipts at the office of the Trustee  specified in
the related Prospectus Supplement,  pay to the Holder thereof in lawful money of
the  United  States of  America,  if the Holder is DTC or its  nominee,  by wire
transfer of immediately  available funds, and if the Holder is any other person,
by check for New York Clearing House funds in accordance  with such  regulations
as the Trustee may reasonably  establish  consistent  with the provisions of the
Trust Agreement, the entire amount of such principal evidenced thereby, less any
taxes or governmental  charges  required to be withheld from such payment by the
Trustee.

            With respect to any  Callable  Principal  Receipts:  (i) on or after
each  interest  payment  date,  if the  Obligor  shall have paid in full and the
Trustee  shall have  confirmed  receipt  of the  interest  due on such  interest
payment date on the  underlying  Bonds,  the Trustee  shall pay to

                                      -9-
<PAGE>

the Holder of record on the applicable record date in lawful money of the United
States of America , if the Holder is DTC or its  nominee,  by wire  transfer  of
immediately available funds, and if the Holder is any other person, by check for
New York Clearing House funds in accordance with such regulations as the Trustee
may reasonably  establish consistent with the provisions of the Trust Agreement,
the  entire  amount of such  interest,  less any taxes or  governmental  charges
required to be withheld for such payment by the Trustee, and (ii) if the Obligor
shall have paid and the Trustee shall have confirmed  receipt of all or any part
of the  principal  amount of and  redemption  premium,  if any,  due upon stated
maturity or upon earlier  redemption of the underlying Bonds, the Trustee shall,
upon surrender of such Callable  Principal Receipts at the office of the Trustee
specified  therein,  pay to the Holder  thereof,  in lawful  money of the United
States of  America,  if the Holder is DTC or its  nominee,  by wire  transfer of
immediately available funds, and if the Holder is any other person, by check for
New York Clearing House funds in accordance with such regulations as the Trustee
may reasonably  establish consistent with the provisions of the Trust Agreement,
the entire amount of such principal and premium,  if any, evidenced thereby,  or
in the case of a partial  redemption,  the amount of such  principal so redeemed
(and any  redemption  premium);  in each  case  less any  taxes or  governmental
charges required to be withheld from such payment by the Trustee.

            The Trust Agreement  provides that all moneys received from Obligors
by the Trustee  which  represent  payments of interest,  principal or redemption
premium on the underlying Bonds shall be held by the Trustee without interest in
a special account until required to be disbursed.  Therefore, to the extent that
the Trustee  holds in trust any payments of interest or principal for any period
prior to disbursement of the same to the Receiptholders,  these amounts will not
be invested, and there will be no income generated. However, because the payment
dates of the Receipts will  correspond  to the payment  dates of the  underlying
Bonds, and because the Trustee is under a duty to transfer  payments received on
the Bonds to the  Receiptholders  following receipt  (including,  in the case of
Callable Principal Receipts,  following the receipt of redemption proceeds prior
to the maturity  date of the Bonds),  it is  anticipated  that any such payments
will be held by the Trustee for only that period of time as may be  necessary to
arrange  re-transfer  to the  Receiptholders.  To  the  extent  DTC is the  only
Receiptholder of record, as is presently  contemplated,  DTC will follow its own
internal procedures in crediting the accounts of its Participants  following the
receipt of any such payments.

REDEMPTION OF CALLABLE PRINCIPAL RECEIPTS

            Any class of Callable Principal Receipts of any series is subject to
redemption on the optional redemption dates and any mandatory  redemption dates,
if  applicable,  of the  related  Bonds as set forth in the  related  Prospectus
Supplement. The Bonds related to each series of Callable Principal Receipts will
be subject to  redemption  prior to  maturity  on and after the dates and at the
redemption  prices  set  forth in the  Prospectus  Supplement  relating  to such
series.

            If the Bonds  underlying any series of Callable  Principal  Receipts
are redeemed in whole or in part, the Trustee shall redeem a principal amount of
Callable  Principal Receipts of such series equal to the principal amount of the
Bonds held in trust so  redeemed.  Upon  redemption  of any  Callable  Principal
Receipts,  the Holder  will have no right to receive  payments  of any  interest
maturing after the redemption date thereof.

            In the event of a partial  redemption  of the Bonds  underlying  any
series  of  Callable  Principal  Receipts,  the  particular  Callable  Principal
Receipts to be redeemed  shall be selected by the Trustee  from the  outstanding
Callable  Principal  Receipts of such series by lot or such other  method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for  redemption  of  portions  (in  amounts  equal  to  the  minimum  authorized
denomination  of such series and integral  multiples  thereof) of the  principal
amount  represented  by  such  Callable  Principal   Receipts.   To  the  extent
practicable  the  Trustee  shall,  in the  case of  partial  redemption,  redeem
Callable  Principal Receipts so that no more than one Callable Principal Receipt
is thereby rendered other than in an authorized denomination.

            Notice of redemption shall be given by the Trustee to each Holder of
any Callable  Principal  Receipts to be redeemed  within  thirty (30) days after
notice of  redemption  of the  underlying  Bonds has been given by the  Obligor,
trustee or paying agent of or for the Bonds,  as the case may be. All notices of
redemption shall state the redemption date, the amount payable on such date, the
place at which  such  Callable  Principal  Receipts  are to be  surrendered  for
payment,  that  interest on amounts  redeemed  will cease to accrue and, if less
than  all of a  Holder's  Callable  Principal  Receipt  is to be  redeemed,  the
principal amount of such Callable Principal Receipt to be redeemed.

DEFAULT ON BONDS


                                      -10-
<PAGE>

            If the Obligor  defaults on the payment of any interest or principal
which is evidenced by the Receipts,  the Trustee  shall  promptly give notice to
Holders thereof as provided in the Trust Agreement.  Such notice shall set forth
(a) the identity of the issue of Bonds, (b) the date and nature of such default,
(c) the amount of the  interest,  principal or callable  principal to which such
default relates,  (d) the identifying  numbers or the class of Receipts,  or any
combination,  evidencing  the  interest,  Principal  or Callable  Principal  (or
portions thereof) described above in clause "(c)", and (e) any other information
which the Trustee may deem appropriate.

   
            Upon any default by the issuer of any Bond on the payment of any
interest, Principal or Callable Principal which is evidenced by a Receipt, and
such default is not cured by such issuer or a guarantor, insurer or other
surety, if any, within ten (10) days of the date of default, there will be an
involuntary surrender of the related Receipts and the Trustee will, whether or
not requested by the Receiptholders, promptly cause the distribution in kind of
the respective interests in the Bonds to the Holders of the related Receipts
(in proportion to the Accreted Value of each outstanding class of Receipts, and
within each class pro rata by face amount) and dissolve the Trust. Bonds or an
interest therein shall be delivered to such Receiptholders upon surrender of the
affected Receipts at the account of each Holder as directed by such
Receiptholder in writing or, in the absence of such direction or surrender, at
an account maintained for the Holder by the Trustee. Each Receiptholder
receiving defaulted Bonds or divided interest therein shall be entitled to
proceed against the issuer in the manner such Receiptholder deems appropriate.
    

            The Bonds may be subject to United  States or state laws  permitting
bankruptcy,  moratorium,  reorganization or other actions which, in the event of
extreme financial difficulties of the Obligor, could result in delays in payment
or in  non-payment  of the  Receipts  relating  to Bonds.  In certain  cases the
bankruptcy,  reorganization  or moratorium could result in non-payment of one or
more Coupon Receipts while the related Principal Receipts and Callable Principal
Receipts were paid in part or in full.

            In the event that the Trustee  receives  money or other  property in
respect of the Bonds (other than a scheduled interest payment with respect to an
Interest  Payment Date or the scheduled  payment of principal on or with respect
to the stated  maturity  date of the Bonds) as a result of a payment  default on
the  Bonds,  or  actual  notice  that such  moneys or other  will be paid to the
Trustee,  the Trustee shall  promptly give notice to DTC or, if the Receipts are
not then held by DTC,  directly to the Holders of the Receipts then  outstanding
and unpaid.  Such notice shall state that, not later than thirty (30) days after
the receipt of such moneys or other  property,  the Trustee  shall  allocate and
distribute  such moneys or other  property to the Holders of the  Receipts  then
outstanding and unpaid,  in proportion to the Accreted Value of each outstanding
class of  Receipts,  and  within  each class pro rata by face  amount.  Property
received,  other than cash, shall be liquidated by the Trustee in a commercially
reasonable  manner and the proceeds  thereof,  after deduction of all reasonable
costs and expenses of such liquidation,  distributed in cash; provided, however,
that  if  such  property  consists  of  securities,  such  securities  shall  be
liquidated  only to the extent  necessary to avoid  distribution  of  fractional
securities.

            The term "Accreted Value" means,  for any Receipt,  (a) the original
issue  price for such  Receipt  as set forth in  Exhibit A to the  Series  Trust
Agreement,  plus (b) an amount equal to an investment  return thereon accrued to
the date of determination  calculated based on a semiannual compounding rate, on
the basis of a 360-day  year  composed  of twelve  30-day  months,  equal to the
original  yield to  maturity  of such  Receipt  as set forth in Exhibit A to the
Series Trust Agreement.  With respect to the allocation of proceeds of the Bonds
received  in  connection  with a payment  default  on the  Bonds,  the  relevant
determination date shall be the date of such default.

            The Trustee may consult  with and rely upon the  calculations  of an
advisor  (which may be the  Depositor) in  connection  with any  calculation  of
Accreted  Value to the extent such amount  must be  determined  in order for the
Trustee to carry out its duties under the Trust Agreement.  The expenses of such
an advisor  (other than the  Depositor)  shall be borne by the Holders and shall
not exceed $5,000.

   
            Neither the Trustee nor the Depositor shall be under any obligation
whatsoever to appear in, prosecute or defend any action, suit or other
proceeding in respect of the Bonds or Receipts. Pursuant to the terms of the
Trust Indenture Act of 1939, as amended, each Receiptholder, shall have the
right to institute suit directly against the Obligor of the underlying Bonds in
accordance with the law governing the underlying Bonds, subject to certain
limitations allowed by the Act which may be contained in the indenture pursuant
to which the underlying Bonds were issued.
    


                                      -11-
<PAGE>

                   CERTAIN INFORMATION REGARDING THE RECEIPTS

BOOK-ENTRY REGISTRATION

            DTC is a limited  purpose trust company  organized under the laws of
the State of New York,  a member of the  Federal  Reserve  System,  a  "clearing
corporation"  within the meaning of the New York Uniform  Commercial  Code and a
"clearing  agency"  registered  pursuant to Section 17A of the Exchange Act. DTC
was  created to hold  securities  for its  Participants  and to  facilitate  the
clearance and settlement of securities transactions between Participants through
electronic  book-entries,  thereby eliminating the need for physical movement of
certificates  (such  electronic  book-entry  system,  the "DTC Book  Entry  Only
System").  Participants  include  securities  brokers and dealers,  banks, trust
companies and clearing  corporations.  Indirect access to the DTC system also is
available to others such as banks,  brokers,  dealers and trust  companies  that
clear through or maintain a custodial  relationship  with a Participant,  either
directly or indirectly ("Indirect Participants").

            Holders of book-entry Receipts that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other  interests  in, such  Receipts  may do so only  through  Participants  and
Indirect Participants.  In addition, such Holders will receive all distributions
of  principal  and  interest  through DTC  Participants.  DTC will  forward such
payments to its  Participants,  which  thereafter  will forward them to Indirect
Participants or such Holders.  Except for the Depositor,  it is anticipated that
the only "Receiptholder" will be Cede, as nominee of DTC. Beneficial owners will
not be recognized by the Trustee as  Receiptholders  as such term is used in the
Trust Agreement,  and beneficial owners will be permitted to exercise the rights
of Receiptholders only indirectly through DTC and its Participants.

            Under the rules,  regulations and procedures  creating and affecting
DTC and  its  operations  (the  "Rules"),  DTC is  required  to make  book-entry
transfers of Receipts among Participants on whose behalf it acts with respect to
the  Receipts  and to receive and  transmit  distributions  of  principal of and
interest on Receipts.  Participants and Indirect Participants with which Holders
have  accounts  with  respect to the  Receipts  similarly  are  required to make
book-entry  transfers  and receive and transmit such payments on behalf of their
respective customers.  Accordingly,  although Holders will not possess Receipts,
the Rules provide a mechanism by which  beneficial  owners will receive payments
and will be able to transfer their Receipt interests.

            The  Certificated   Receipts   delivered  to  the  Trustee  will  be
registered in the name of Cede,  as nominee for DTC. The Holders,  as purchasers
of Receipts, will not receive physical certificates representing their Receipts.
Instead,  the ownership  interests of the Holders will be recorded,  directly or
indirectly,  through the records of the  respective  Participants  and  Indirect
Participants. Transfers among Holders will be accomplished through and reflected
on the records of DTC and the  Participants  or Indirect  Participants  of which
those Holders are customers. DTC will maintain records for the payment, transfer
and exchange of Receipts held by DTC Participants on behalf of Holders, but will
not make payments  directly to Holders or record specific  transfers of Receipts
from one Holder to another.

            Payments  on the Bonds that are  received  by the  Trustee  from the
Obligor, including payments upon redemption of the Bonds, will be paid to DTC as
the registered holder of the related Receipts. DTC, under its current practices,
would credit those  payments to the accounts of the  Participants  in accordance
with their respective holdings of Receipts as shown on DTC's records. Payment by
Participants  and Indirect  Participants to Holders will be governed by standing
instructions and customary  practices,  and will be the  responsibility  of each
such Participant or Indirect Participant and not of DTC or the Trustee,  subject
to any statutory and  regulatory  requirements  as may be in effect from time to
time.

            DTC may determine to discontinue the DTC Book Entry Only System with
respect to the  Receipts  at any time by giving  notice to the  Trustee  and the
Depositor  and  discharging  its  responsibilities   with  respect  thereto.  In
addition,  the  Depositor  may  cause  the  removal  of DTC (or a  successor  or
substitute  depository) if the Depositor  determines such removal is in the best
interest of the Holders or is in the best  interests of the Depositor as long as
the removal will not  adversely  affect the  Holders.  If DTC (or a successor or
substitute depository) is removed and the Depositor,  after a good faith effort,
is unable to procure the  services of a successor  depository,  the Trustee will
serve as depository of the Bonds.


                                      -12-
<PAGE>

            Because DTC can only act on behalf of Participants,  who in turn act
on behalf of Indirect Participants and certain banks, the ability of a Holder to
pledge  Receipts  to  persons or  entities  that do not  participate  in the DTC
system, or to otherwise act with respect to such Receipts, may be limited due to
the lack of a physical certificate for such Receipts.

            DTC has advised the Depositor that it will take any action permitted
to be taken by a  Receiptholder  under the related Trust  Agreement  only at the
direction of one or more  Participants  to whose  accounts with DTC the Receipts
are credited.  DTC may take conflicting actions with respect to other fractional
interests  to the extent that such  actions are taken on behalf of  Participants
whose holdings include such fractional interest.

            Except as required by law, the Trustee  will not have any  liability
for any  aspect of the  records  relating  to or  payments  made on  account  of
beneficial  ownership  interest of the  Receipts of any series held by Cede,  as
nominee  for DTC,  or for  maintaining,  supervising  or  reviewing  any records
relating to such beneficial ownership interests.

CERTIFICATED RECEIPTS

            Receipts will initially be issued in book-entry form.  Receipts will
be issued in fully registered,  certificated form  ("Certificated  Receipts") to
Receiptholders or respective nominees,  rather than to DTC or its nominee,  only
if (i) the  Depositor  advises  the  Trustee  in  writing  that DTC is no longer
willing or able to discharge  properly its  responsibilities  as depository with
respect  to such  Receipts  and the  Depositor  is unable to locate a  qualified
successor,  or (ii) the  Depositor,  at its  option,  elects  to  terminate  the
book-entry system through DTC.

            Upon  the  occurrence  of any  event  described  in the  immediately
preceding  paragraph,  the Trustee  will  execute,  register the transfer of and
exchange  Certificated Receipts as requested by DTC or any other Holders of such
Receipts in appropriate  amounts and in accordance with the Receipt  registry of
DTC.

            Distributions  of principal  of, and  interest on, the  Certificated
Receipts will  thereafter be made in accordance with the procedures set forth in
the related  Trust  Agreement  directly to holders of  Certificated  Receipts in
whose names the  Certificated  Receipts were registered at the close of business
on the day before the related Payment Date. Such  distributions  will be made by
check  mailed to the  address  of such  holder  as it  appears  on the  register
maintained  by the  Trustee.  The final  payment  on any  Certificated  Receipt,
however,  will be made only upon presentation and surrender of such Certificated
Receipt at the office or agency specified in the notice of final distribution to
the holders of such class.

REPORTS TO RECEIPTHOLDERS

            Quarterly  and  annual  unaudited  reports  containing   information
concerning  the related  Bonds,  including  an annual  independent  accountant's
statement  of review  regarding  the  payment  of all income on the Bonds to the
Receiptholders,  will be  prepared by the  Depositor  and sent on behalf of each
Trust only to Cede as nominee of DTC and registered holder of the Receipts. Such
reports will not constitute  financial  statements  prepared in accordance  with
generally  accepted  accounting  principles.  Each  Trust  will  file  with  the
Commission such other reports as may be required under the Exchange Act, and the
rules and regulations of the Commission thereunder.

            In addition to the foregoing,  within the prescribed  period of time
for tax reporting  purposes  after the end of each calendar year during the term
of each Trust,  the Trustee will mail to each person who at any time during such
calendar year has been a  Receiptholder  with respect to such Trust and received
any payment thereon a statement  containing certain information for the purposes
of such Receiptholder's  preparation of federal income tax returns. See "FEDERAL
INCOME  TAX  CONSEQUENCES  -  Additional  Tax  Considerations;  Tax  Information
Reporting."

            In addition to the  foregoing,  the  Trustee  shall  transmit to the
Holders of the  Receipts  any  communications  received by the Trustee  from the
issuer of the related Bonds. To the extent that the issuer of the Bonds fails to
reimburse  the  Trustee  for its  reasonable  expenses  in  connection  with the
transmission  of  communications  to the Holders of the Receipts,  the Depositor
shall pay such expenses.


                                      -13-
<PAGE>

   
Year 2000 Considerations

            Management of the Underwriter, the parent of the Depositor, has
commenced a Year 2000 Project, which will include an assessment of the extent to
which the computer systems of the Depositor and of the Underwriter (and of third
parties' computer systems that are material to the Depositor's operation, such
as the computer systems of the Trustee and other service providers to the
Depositor and the Underwriter) are capable of correctly processing information
relating to dates in and after the year 2000. Until the assessment phase of the
Year 2000 Project is completed, the Depositor cannot estimate the costs of
making any required modifications to the computer systems of the Depositor or of
the Underwriter, or the extent to which any failure of such computer systems (or
of the Trustee or other third parties) to process date information correctly
could have a material adverse effect on the Depositor's business, operations or
financial condition, or upon prompt access to the Receipts and pertinent
information about the Receipts.
    

                               THE TRUST AGREEMENT

            Pursuant to the Trust Agreement,  the Bonds underlying any series of
Receipts  will be held for the Holders of that series of Receipts by the Trustee
in  physical  certificate  form or as  book-entry  credits  to an account of the
Trustee  at DTC.  Under the DTC Book  Entry  Only  System,  DTC will be the sole
registered holder of the Receipts. For each series of Receipts, the Trustee will
establish a separate  trust  account of the Bonds  relating to such Receipts and
two subaccounts  within such separate  account,  the first for interest payments
underlying  Coupon  Receipts and the second for  principal  payments  underlying
Principal  Receipts or  principal  payments  and  interest  payments  underlying
Callable  Principal  Receipts.   Unless  otherwise  set  forth  in  the  related
Prospectus  Supplement,  it is the intent of the Depositor that all of the Bonds
will be held by the Trustee by book-entry  credit to its account at DTC. If, for
any reason,  the Bonds may no longer be held by  book-entry  credit at DTC,  the
Bonds will thereafter be held by the Trustee in a separate trust account.

            The  Depositor  shall  also in  connection  with  the  Series  Trust
Agreement  enter into a separate  agreement  with the Trustee  providing for the
payment of the  charges  and  expenses  of the Trustee in respect of the related
Receipts. In no event shall the assets of the Trust be used to pay such fees.

            Prior to a payment default by the Obligor,  the only  responsibility
of the  Trustee  with  respect  to  payments  on  Receipts  will be to apply all
payments  received  in  respect  of the Bonds to the  registered  holders of the
related  Receipts  without  making any  deductions  other than for any taxes and
governmental charges.

            Trust  accounts  established  for Receipts will be special  accounts
separate  from the general  assets of the Trustee and the interest  payments and
principal  payments therein will not be subject to any right,  charge,  security
interest,  lien or  claim of any kind in  favor  of the  Trustee  or any  person
claiming through it. The Trustee will not have the power or authority to assign,
transfer, pledge or otherwise dispose of any of the assets of the trust accounts
to any person except as otherwise permitted by the Trust Agreement.

            The Trust  Agreement  provides  that the  Trustee  shall keep at its
designated  office in New York, New York a register (the "Receipt  Register") in
which, subject to such reasonable  regulations as it may prescribe,  the Trustee
shall provide for the  registration of, and for the registration of transfers or
exchanges of,  Receipts,  which will be accomplished  as described  herein under
"Certain Information Regarding the Receipts -- Book-Entry Registration."

            The  Trust  Agreement  provides  that,  in the  event of any  action
requiring  a vote of the  registered  holders of any Bonds,  the Trustee (as the
owner of record of the Bonds),  upon receipt of the Bond proxy,  will notify DTC
(in its  capacity as the owner of record of the  Principal  Receipts or Callable
Principal Receipts) of such action.  Pursuant to currently existing  procedures,
it is expected  that DTC, in turn,  will notify its  Participants  who, in turn,
will notify the beneficial  owners of Principal  Receipts or Callable  Principal
Receipts of such event.  Thereafter,  except when the approval of the beneficial
owners of the Coupon Receipts is also required as described  below,  the Trustee
shall vote solely in  accordance  with the  instructions  received  from DTC (or
pursuant to the  applicable  procedures  of DTC) and shall  apportion its voting
power on the basis of the face  amount of such  Principal  Receipts  or Callable
Principal Receipts. For any Receipts which are not then held by DTC or any other
depository,  the  Trustee,  upon  receipt  of the Bond  proxy,  will  notify the
registered  holders directly of such action and shall vote in the same manner as
noted above.  In no event shall the Depositor be allowed or entitled (other than
in its capacity as a safekeeper  for a registered  holder) to vote,  directly or
indirectly any Receipts.

            By their affirmative vote, the Holders of more than 50% in principal
amount of  Receipts of any series may direct the Trustee to take or omit to take
any  action  required  or  permitted  under  the  Trust  Agreement  or the Trust
Indenture Act of 1939, as amended; provided, however, that the Trustee shall not
vote in favor of any  proposal  with  regard to the Bonds  which  would have the
effect of  permitting a redemption or prepayment of the Bonds unless the Holders
of 100% of the Receipts then outstanding of the applicable series (including all
Coupon Receipts,  Principal Receipts or Callable Principal Receipts, as the case
may be) vote in favor of such action.


                                      -14-
<PAGE>

            The Trustee  will  maintain a fidelity  bond for the  protection  of
registered  Receiptholders  in customary amounts against losses due to dishonest
or fraudulent  action by its employees in connection with its obligations  under
the Trust Agreement.

            The Trust  Agreement  provides  that  neither  the  Trustee  nor the
Depositor shall be subject to any liabilities to registered Receiptholders other
than by reason of willful misconduct, bad faith or negligence in the performance
of duties  set forth in the Trust  Agreement  and that  neither of them shall be
liable to such  registered  holders if any law,  government  regulation or other
circumstance  prevents  or delays  performance  of duties set forth in the Trust
Agreement.

            DTC will not be deemed an agent of the Trustee.  The Trustee may own
and deal in bonds of the same issue and maturity as the Bonds and in Receipts.

            The  Trustee  and the  Depositor  may  amend  the  Trust  Agreement,
provided  that no amendment may be made which defers or alters the maturity of a
Receipt or in any manner  adversely  affects the rights of a Holder of a Receipt
to the interest or principal payments evidenced thereby or otherwise  materially
prejudices any substantial existing right of a Holder.

            No amendment to the Trust  Agreement  shall be effective  unless the
Depositor  shall have  provided the  nationally  recognized  statistical  rating
agency  which  has rated  the  Receipts  of each  Trust to be  effected  by such
amendment  with ten days prior written  notice of such proposed  amendment,  and
shall  have  received a written  confirmation  from such  nationally  recognized
statistical  rating  agency that such  amendment  will not cause the  nationally
recognized  statistical  rating  agency to  downgrade  its rating of the subject
Receipts.

            The  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an opinion of counsel  stating that the execution of
any  amendment,  supplement or waiver is  authorized  and permitted by the Trust
Agreement. Such opinion shall not be an expense of the Trustee.

            The Trustee  may at any time resign as Trustee by written  notice to
the  Depositor,  such  resignation  to take  effect  upon the  appointment  of a
successor Trustee, subject to the terms and conditions of the Trust Agreement. A
successor  Trustee shall be a bank with trust powers or trust company having its
principal office in the United States of America,  having a combined capital and
surplus of at least  $50,000,000,  and having a rating of Baa or better assigned
by at least one nationally recognized statistical rating agency, as that term is
defined under Securities and Exchange Commission Rule 15C3-1(c)(2)(vi)(F).

            The  Depositor  may at any time remove the Trustee as Trustee  under
the Trust Agreement by written notice of its election to do so, delivered to the
Trustee,  and such removal shall take effect upon the appointment of a successor
Trustee  and its  acceptance  of such  appointment,  subject  to the  terms  and
conditions of the Trust Agreement.

            In the event  that the  Trustee  becomes  incapable  of  action,  is
adjudged  to be bankrupt  or  insolvent,  or a receiver of the Trustee or of its
property is  appointed,  or any public  officer  takes  charge or control of the
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation  or  liquidation,  then the Trustee may be removed by court  action
instituted  by any  registered  holder  of a Receipt  who has been a  registered
holder for six  months or by  registered  holders  of 10% of the face  amount of
Receipts of a series which is outstanding at such time.

                         FEDERAL INCOME TAX CONSEQUENCES

            The  following  is a summary  of the  material  federal  income  tax
consequences  that may result from the purchase,  ownership and  disposition  of
Receipts. This summary is based on the Internal Revenue Code of 1986, as amended
(the "Code"), as well as final, temporary and proposed Treasury regulations and


                                      -15-
<PAGE>

administrative  and  judicial  decisions  in  effect  as  of  the  date  hereof.
Legislative,  judicial  and  administrative  changes  may occur,  possibly  with
retroactive  effect,  affecting the accuracy of the statements set forth herein.
In  particular,  purchasers of the Receipts  should be aware that changes in, or
clarifications of, the tax law applicable to Receipts, including the regulations
that address the federal income tax consequences  relating to obligations issued
with original discount (the "OID Regulations") and adoption of regulations under
section  1286 of the Code,  may occur  after  issuance  of  Receipts  and may be
applied  retroactively to owners of Receipts.  Additional  United States federal
income tax  considerations  applicable  to particular  series and/or  classes of
Receipts may be set forth in the applicable Prospectus Supplement.

            This  summary  does not purport to address  all  federal  income tax
matters  that may be  relevant to  purchasers  of Receipts or to address the tax
consequences of a purchase of Receipts by any particular investor.  For example,
it deals only with Receipts held as capital assets within the meaning of Section
1221 of the Code. It does not address tax  consequences  that may be relevant to
particular  holders  subject to special  treatment  under federal income tax law
(e.g., banks and other financial institutions, life insurance companies, dealers
in securities or currencies,  tax-exempt entities, taxpayers holding Receipts as
a hedge, or whose "functional currency" is not the United States dollar). Except
as indicated,  this summary is directed to prospective purchasers in the initial
offering  described  herein,  and  not to  subsequent  purchasers  of  Receipts.
Consequently,  purchasers of Receipts (in  particular  dealers in securities and
purchasers  of the Callable  Principal  Receipts)  should  consult their own tax
advisors  concerning the tax  consequences to them under federal income tax law,
as well as the tax law of any  state,  local  or  foreign  jurisdiction,  of the
purchase, ownership and disposition of Receipts.

            Upon the  issuance of each series of  Receipts,  McCarter & English,
LLP will render an opinion to the effect that,  for federal income tax purposes:
(1) the Trust will be a grantor  trust and not a partnership  or an  association
taxable as a corporation;  (2) each Receipt will be considered a "stripped bond"
or a "stripped  coupon," as  appropriate,  under  section 1286 of the Code,  for
purposes  of  applying  the  original  issue  discount  rules  of the  Code to a
purchaser;  (3) a Receipt  purchased in an original sale or subsequent  purchase
will be treated,  for purposes of applying the original  issue discount rules of
the Code to such purchaser,  as if the Receipt held by such purchaser was issued
on the purchase  date with  original  issue  discount;  (4) the  original  issue
discount  with  respect to a  Receipt,  other than  certain  Callable  Principal
Receipts, will equal the excess of the amount payable at maturity of the Receipt
over the purchase  price of such  Receipt;  (5) each of the  Callable  Principal
Receipts  should be treated under Section 1286 of the Code as a single  stripped
bond for purposes of  calculating  original  issue  discount and gain or loss on
disposition;  (6) in the case of a Callable  Principal  Receipt  with respect to
which the related Bond is required to be redeemed  prior to its stated  maturity
date,  original  issue discount and yield to maturity will likely be required to
be  calculated  by taking into account  events that have  occurred  prior to the
purchase date of such Callable  Principal Receipt and therefore,  as if the date
on which the  redemption  is to take  place and the  redemption  price  were the
maturity date and amount payable at maturity, respectively; (7) in the case of a
Callable  Principal  Receipt not  required  to be  redeemed  prior to its stated
maturity  date,  the final  regulations  under sections 1272 through 1275 of the
Code provide that, if based on all the facts and  circumstances  as of the issue
date it is more likely than not that a debt instrument's stated payment schedule
will not occur,  then the yield and maturity of the debt instrument are computed
based on the payment schedule most likely to occur. The Depositor will undertake
to file a copy of this  opinion  with the  Commission  as an exhibit to Form 8-K
prior to the deposit of Bonds by the Depositor with the Trustee and the issuance
of Receipts with respect to any Series.

CLASSIFICATION OF THE TRUST

            In the  opinion  of  McCarter  &  English,  LLP  the  Trust  will be
classified  as a grantor  trust under  subpart E, Part I of  subchapter J of the
Code and not as a partnership or an association  taxable as a corporation.  As a
grantor trust, the Trust will not be not subject to federal income tax, although
Receiptholders will be subject to the tax treatment discussed below.


                                      -16-
<PAGE>

FEDERAL TAX TREATMENT OF STRIPPED BONDS AND STRIPPED COUPONS

            Under section 1286 of the Code,  the  separation of ownership of the
right  to  receive  some or all of the  principal  payments  on a bond  from the
ownership of the right to receive  some or all of the interest  payments on that
bond which have not become payable  results in the creation of "stripped  bonds"
with respect to the principal  payments and  "stripped  coupons" with respect to
the interest payments. Receipts will be considered "stripped bonds" or "stripped
coupons," as appropriate,  and a Receipt (whether purchased by a purchaser in an
original  sale or in a subsequent  transaction)  will be treated,  under section
1286 of the Code,  solely for purposes of applying the original  issue  discount
rules of the Code to such  purchaser,  as if the Receipt held by such  purchaser
was issued on the purchase date with original issue discount ("OID"). Purchasers
of the Receipts  will be required to include the accrued  portion of the OID (as
described  below)  in  gross  income  for  the  taxable  year  even  though  the
corresponding payment may not be received during the taxable year.

            PRINCIPAL RECEIPTS AND COUPON RECEIPTS
            --------------------------------------

            In the opinion of McCarter & English,  LLP the Coupon  Receipts will
be treated as  "stripped  coupons"  and  Principal  Receipts  will be treated as
"stripped  bonds,"  within the  meaning of section  1286 of the Code.  The total
amount of OID with respect to a Principal  Receipt or Coupon  Receipt will equal
the excess of the amount payable at maturity of the particular Principal Receipt
or Coupon Receipt over the purchase price of the respective Receipt.

            CALLABLE PRINCIPAL RECEIPTS
            ---------------------------

            It is believed by the  Depositor  that  purchasers  of the  Callable
Principal Receipts will be treated,  for purposes of calculating  original issue
discount and gain or loss on disposition, as having purchased a single "stripped
bond" (rather than  multiple debt  components  representing  separate  rights to
receive  principal  and to  receive  interest  on  each  interest  payment  date
subsequent to the first optional call date thereof,  for which tax basis must be
separately allocated and original issue discount separately calculated).  In the
event  that the  scheduled  maturity  date of a  particular  Callable  Principal
Receipt is properly treated as the maturity date of such Receipt for purposes of
the original  issue  discount  rules,  it is believed by the Depositor that such
Callable Principal Receipt will be regarded as evidencing a single  "installment
obligation",  within the  meaning  of the  regulations  promulgated  by the U.S.
Treasury with respect to original issue discount.  This treatment is based on an
interpretation  of the  interrelationship  between  section 1286 of the Code and
certain Treasury regulations  promulgated under sections 1272, 1273, and 1275 of
the Code, and there can be no assurance that the Internal  Revenue Service would
agree  with such  interpretation.  Certain  of the  Bonds  related  to  Callable
Principal Receipts may be required to be redeemed prior to their stated maturity
date at a price equal to their  principal  amount plus,  in some cases,  a fixed
call premium.  Under section 1286 the U.S. Treasury is given specific  authority
to adopt regulations  modifying  treatment under such section where necessary to
accurately  reflect  the income of the  holder of a stripped  right by reason of
applicable call options or other circumstances. Because section 1286 of the Code
treats a "stripped bond" as being issued on the date of purchase for purposes of
applying the  original  issue  discount  rules of the Code,  the original  issue
discount and yield to maturity of the Principal Receipts will likely be required
by the Internal  Revenue  Service to be calculated by taking into account events
that have  occurred  prior to such purchase date and therefore as if the date on
which the redemption is to take place and the redemption price were the maturity
date and amount payable at maturity,  respectively,  of such Callable  Principal
Receipts.  Under regulations  promulgated pursuant to sections 1271 through 1275
of the Code, if based on all the facts and circumstances as of the issue date it
is more likely than not that a debt  instrument's  stated payment  schedule will
not occur, then the yield and maturity of the debt instrument are computed based
on the payment schedule most likely to occur. It is otherwise  uncertain whether
the scheduled  maturity date of a particular  Callable Principal Receipt will be
viewed as the maturity date of such Callable  Principal  Receipt for purposes of
the original issue discount rules (e.g.,  determination of yield to maturity and
amount payable at maturity),  particularly where on the date of purchase of such
Callable  Principal Receipt objective market factors suggest that in the absence
of any market change,  it can be expected to be in the economic  interest of the
issuer  of the  related  Bond to call  such  Bond on a date  prior to  scheduled
maturity.  As described above, the OID Regulations provide that if, based on all
the facts and

                                      -17-
<PAGE>

circumstances  as of the  issue  date,  it is more  likely  than not that a debt
instrument's stated payment schedule will not occur, then the yield and maturity
of the debt instrument are computed based on the payment schedule most likely to
occur. It is likely that future Treasury  regulations  promulgated pursuant to a
specific  grant of  regulatory  authority  under  section  1286 of the Code with
respect to stripped rights with call options will address this question.

            ACCRUAL OF ORIGINAL ISSUE DISCOUNT
            ----------------------------------

            In general,  OID on a Receipt accrues on a daily basis, based on the
constant yield to maturity of the Receipt over the term of the Receipt and is to
be allocated  ratably to each day in an accrual  period.  The constant  yield to
maturity means that interest rate which when used in computing the present value
of all of the principal and coupon payments to be made on the Receipts  produces
an amount  equal to the purchase  price of such  Receipts,  calculated  based on
compounding at the end of each accrual period.

            In the case of any Receipt that matures more than one year after its
date of purchase,  the OID will be allocated to accrual  periods which may be of
any length and may vary over the term of the Receipt, provided that no period is
longer than one year and the  principal  payment and each  coupon  payment  with
respect to the Receipt occurs on the first or last day of an accrual period. The
portion of the OID that is allocated to an accrual period will equal the product
of (i) the purchase  price of such Receipts  increased by the portion of the OID
allocated to prior accrual periods during which the purchaser held such Receipts
(and, in the case of a Callable  Principal  Receipts,  if properly treated as an
installment  obligation  maturing on the scheduled maturity date, reduced by any
payments on such  Receipts  received in prior accrual  periods  during which the
purchaser  held such  Receipts),  and (ii) the yield to maturity of the Receipts
appropriately  taking  into  account  the  length  of the  accrual  period.  The
resulting  portion of OID allocated to an accrual  period will be divided by the
number of days in the accrual  period to determine the daily portions of OID for
that accrual period.

            In the case of a  Receipt  maturing  within  one year of the date on
which it is purchased,  OID accrues on a straight-line  basis and is apportioned
equally to each of the days  subsequent  to the date of purchase of such Receipt
through the date of maturity, provided that, at the owner's election, OID may be
accrued under a constant yield method based on the yield to maturity  calculated
as described above but with daily  compounding  (rather than  compounding at the
end of each accrual period).

GAIN OR LOSS

            A purchaser's  tax basis in a Receipt will equal the purchase  price
for such Receipt increased by the portion of the original issue discount accrued
on such Receipt  during the period such  purchaser  owns the Receipt and, in the
case of a Callable  Principal  Receipt,  if properly  treated as an  installment
obligation  maturing on the  scheduled  maturity  date,  reduced by any payments
actually  received  prior to maturity.  Gain or loss on sale or at maturity of a
Receipt will be equal to the difference between the amount realized in such sale
or at maturity  and the owner's tax basis at the time of sale or at maturity and
will be taxable capital gain or loss.

ADDITIONAL TAX CONSIDERATIONS

            BACKUP WITHHOLDING
            ------------------

            Payments  of  interest  (including  OID) and  principal,  as well as
proceeds from the  disposition  or  retirement of Receipts,  may be subject to a
"backup"  withholding  tax of 31 percent if a recipient  fails to furnish to the
payor (in the case of Receipts,  the Trustee) certain  identifying  information.
Certain  penalties also may be imposed by the IRS on a recipient of payments who
is required to supply information, but fails to do so in the proper manner.

            Backup  withholding  will not apply with respect to payments made to
certain exempt  recipients,  such as  corporations  and financial  institutions.
Holders should consult their own tax advisers with respect to qualification  for

                                      -18-
<PAGE>

exemption  from backup  withholding  and the  procedure  for  obtaining  such an
exemption.  Any  amounts  deducted  and  withheld  would be  allowed as a credit
against such recipient's federal income tax.

            TAX INFORMATION REPORTING
            -------------------------

            Within a reasonable  time after the end of each calendar  year,  the
Trustee will furnish each  Receiptholder  (DTC or other holders of  Certificated
Receipts) such customary information as the Trustee deems necessary or desirable
to enable  Receiptholders to prepare their tax returns. The Trustee will furnish
comparable  information to the IRS as and when required by law to do so. Because
the rules for accruing discount and amortizing  premium with respect to Receipts
are uncertain in various respects, there is no assurance that the IRS will agree
with the information reports.  Moreover,  even if otherwise accepted as accurate
by the IRS, such  information  reports will be based on the original issue price
of the Receipt and will, therefore,  in the case of Receiptholders who purchased
their  Receipt  after their initial  issuance or at a price  different  from the
original issue price,  require  adjustments to account for such  Receiptholders'
holding  periods and  purchase  prices.  Receiptholders  who hold their  Receipt
through DTC  participants  should  consult the party from whom they  receive tax
reports  concerning the Receipts to determine  whether such reports reflect such
adjustments.  Receiptholders who hold Certificated Receipts should consult their
tax advisors concerning the method for making any such required adjustments.

            NON-UNITED STATES HOLDERS
            -------------------------

            A Non-United  States Holder is a beneficial owner of a Receipt other
than a United States citizen or resident, a domestic partnership or corporation,
or a trust subject to U.S. income tax on income regardless of its source.  Under
present federal income and estate tax law:

            (a)         No  withholding  of federal  income tax will be required
                        with   respect  to  the   payment  of  interest  or  OID
                        attributable  to a Receipt owned by a Non-United  States
                        Holder,  provided that such Holder (i) does not actually
                        or  constructively  own 10 percent or more of any issuer
                        of  Bonds,   and  (ii)  in  accordance   with  specified
                        procedures,  supplies the person  otherwise  required to
                        withhold  with a  certification  to the effect  that the
                        beneficial owner is not a United States person,  citizen
                        or resident.  In certain  circumstances,  the  requisite
                        certification  may be  provided  by or through a bank or
                        other financial institution.

            (b)         If  certain  conditions  are met,  a  nonresident  alien
                        individual  will not be subject  to  Federal  income tax
                        with  respect to  certain  gains  realized  on the sale,
                        exchange, or retirement of a Receipt.

            (c)         A Receipt beneficially owned by an individual who at the
                        time of such  individual's  death is a Non-United States
                        Holder  will not be subject  to federal  estate tax as a
                        result of such  individual's  death,  provided  that the
                        payments   with   respect  to  such   Receipt   are  not
                        effectively  connected  with a  United  States  trade or
                        business of such individual and the Receipts  constitute
                        portfolio debt obligations,  interest on which is exempt
                        from withholding under the Code.

            Notwithstanding  the  foregoing,  Non-United  States  Holders may be
subject to income tax  withholding and estate taxation with respect to any Bonds
that were issued  before July 18,  1984.  Further,  a Non-United  States  Holder
engaged in a trade or  business  within the United  States  whose  income from a
Receipt is effectively  connected with that trade or business  generally will be
subject to regular  United States  federal income tax on such income and gain as
if it were a United States Holder. In addition, if a Non-United States Holder is
a foreign  corporation,  it may be subject to a branch  profits  tax equal to 30
percent of its effectively  connected earnings and profits for the taxable year,
subject to adjustments.

            Backup withholding will not apply to payments to a Non-United States
Holder on a Receipt if the holder has  certified as to its foreign  status under
penalty of perjury (or has otherwise established an exemption) and certain other

                                      -19-
<PAGE>

requirements are met,  provided that the payor does not know that the payee is a
United States person.  Payments on the sale,  exchange or other disposition of a
Receipt to or through a foreign office of a broker will not be subject to backup
withholding  provided certain  requirements are met;  payments to or through the
United  States office of a broker will be subject to backup  withholding  unless
the Non-United States Holder makes the certification or otherwise establishes an
exemption under the conditions previously described.

            NON-UNITED  STATES  HOLDERS  ARE  URGED  TO  CONSULT  THEIR  OWN TAX
ADVISORS  REGARDING THE  APPLICATION  OF UNITED STATES FEDERAL INCOME TAX LAW TO
THEIR PARTICULAR SITUATIONS.

STATE AND OTHER TAX CONSIDERATIONS

            In addition to the federal income tax consequences  described above,
potential   investors   should  consider  the  state,   local  and  foreign  tax
consequences of the acquisition,  ownership and disposition of Receipts.  State,
local and foreign tax law may differ  substantially  from  federal tax law,  and
this  discussion  does not  purport to  describe  any aspect of the tax law of a
state or other jurisdiction.  Therefore,  prospective  purchasers should consult
their own tax advisors with respect to such matters.

                              ERISA CONSIDERATIONS

            Section 406 of the Employee  Retirement Income Security Act of 1974,
as amended ("ERISA"),  and section 4975 of the Code, prohibit "plan assets" of a
pension,  profit sharing and other employee benefit plans, as well as individual
retirement  accounts and Keogh plans (each a "Plan"),  from  engaging in certain
transactions involving "plan assets" with persons that are "parties in interest"
under ERISA or "disqualified  person" under the Code with respect to the Plan. A
violation of these  "prohibited  transaction"  rules may result in an excise tax
and other liabilities under ERISA and Section 4975 of the Code for such persons,
unless a statutory, regulatory or administrative exemption is available.

            A  violation  of the  prohibited  transaction  rules  could occur if
Receipts  of any  series  were  purchased  with  assets  of a  Plan,  and if the
Depositor, the Trustee, or any of their affiliates were a "party in interest" or
a  "disqualified  person"  with  respect  to  such  Plan,  unless  a  statutory,
regulatory  or  administrative  exemption is  available or an exception  applies
under a regulation  (the "Plan Asset  Regulation")  issued by the  Department of
Labor (the "DOL").  The  Depositor,  the  Trustee,  or their  affiliates  may be
"parties in interest" and "disqualified  persons" with respect to certain Plans;
in  particular,  it is likely  that the  Trustee  will be treated as a "party in
interest" and "disqualified  person" with many Plans. Before purchasing Receipts
of any  particular  series,  a Plan fiduciary (as defined in ERISA section 3(21)
and the  regulations  issued  thereunder) or other Plan investor should consider
whether a  prohibited  transaction  might  arise by  reason of the  relationship
between  the  Plan  and the  Depositor,  the  relevant  Trustee  or any of their
affiliates,  and should  consult its counsel  regarding the purchase in light of
the considerations described below.

            The  DOL has  issued  three  class  exemptions  that  may  apply  to
otherwise  prohibited  transactions  arising from the purchase or holding of the
Receipts:  DOL  Prohibited  Transaction  Exemption  91-38 (Class  Exemption  for
Certain  Transactions  Involving Bank Collective  Investment Funds), 90-1 (Class
Exemption for Certain  Transactions  Involving Insurance Company Pooled Separate
Accounts),  and 84-14 (Class Exemption for Plan Asset Transactions Determined by
Independent Qualified Professional Asset Managers).

            Under certain  circumstances,  the Plan Asset Regulation  treats the
underlying assets of an entity in which a Plan holds an equity interest as "plan
assets" of such Plan. Because the Receipts will represent  beneficial  interests
in a Trust, the Receipts will be considered equity interests for purposes of the
Plan  Asset  Regulation,  with the  result  that the assets of the Trust will be
treated  as "plan  assets"  of the  investing  Plans for  purposes  of ERISA and
section 4975 of the Code, unless either of the following exceptions applies.

                                      -20-
<PAGE>

            The first  exception  applies to a "publicly  offered  security."  A
publicly-offered  security is a security  that is (a) freely  transferable,  (b)
part of a class of  securities  that is  owned,  immediately  subsequent  to the
initial offering, by 100 or more investors who are independent of the issuer and
of one another ("Independent Investors"),  and (c) either is (i) part of a class
of  securities  registered  under section 12(b) or 12(g) of the Exchange Act, or
(ii) sold to a Plan as part of an offering of securities to the public  pursuant
to an effective registration statement under the Act and the class of securities
of which such security is a part is registered under the Exchange Act within 120
days (or such later time as may be allowed by the  Commission)  after the end of
the fiscal year of the issuer  during which the offering of such  securities  to
the public  occurred.  For purposes of the 100 Independent  Investor  criterion,
each class of Receipts should be deemed to be a "class" of securities that would
be tested  separately from any other securities that may be issued by the Trust.
It is anticipated  that each class of Receipts will meet the foregoing  criteria
for  treatment as  "publicly-offered  securities,"  although no assurance can be
given that each class of each Series will meet this criteria.

            The second exception  applies if equity  participation in the entity
by "benefit plan investors"  (i.e.,  Plans and other employee  benefit plans not
subject to ERISA,  such as  governmental  or foreign plans,  as well as entities
holding  assets deemed to be "plan assets") is not  "significant."  Benefit plan
investors'  equity  participation in an entity is not significant on any date on
which an equity interest in the entity is issued and outstanding if, immediately
after the most recent  acquisition  or any equity  interest in the entity,  less
than 25% of the value of each class of equity interests in the entity (excluding
interests  held by any person who has  discretionary  authority  or control with
respect to such assets of the entity,  received direct or indirect  compensation
for providing  investment advice with respect to such assets, or is an affiliate
of such person) is held by benefit plan investors.  No assurance can be given by
the  Depositor  as to whether or not the value of each class of  Receipts in any
Trust held by benefit plan investors will be  "significant"  upon  completion of
the offering of any series of Receipts or thereafter, and no monitoring or other
measures  will be taken with respect to the  satisfaction  of the  conditions to
this exception.

            If  neither  of  the  foregoing  exceptions  under  the  Plan  Asset
Regulation  were satisfied with respect to a Trust and the Trust were considered
to hold  "plan  assets,"  transactions  involving  the  Trust  and  "parties  in
interest" or  "disqualified  persons"  with respect to Receipts held by the Plan
might be prohibited  under section 406 of ERISA and/or section 4975 of the Code,
and might result in excise tax and other liabilities under ERISA or Section 4975
of the Code unless an exemption were available.  The three DOL class  exemptions
mentioned above may not provide relief for all transactions involving the assets
of a Trust, even if they would otherwise apply to the purchase of a Receipt by a
Plan.

            Receipts  of any  series may not be  purchased  with the assets of a
Plan if the Depositor,  the Trustee, or any of their affiliates is deemed a Plan
fiduciary under the definition set forth above and, among other things,  (a) has
investment or  administrative  discretion with respect to such Plan assets;  (b)
has authority or responsibility  to give, or regularly gives,  investment advice
with  respect to such Plan  assets,  for a fee and  pursuant to an  agreement or
understanding  that such advice (i) will serve as a primary basis for investment
decisions  with  respect  to such  Plan  assets,  and (ii)  will be based on the
particular  investment needs of such Plan; or (c) is an employer  maintaining or
contributing to such Plan.

   
            Nothing herein shall be construed as a representation that an
investment in the Receipts would meet any or all of the relevant legal
requirements with respect to investments by, or is appropriate for, Plans
generally or any particular Plan.
    

            In  light  of  the  foregoing,   fiduciaries   and  other  investors
considering the purchase of Receipts with "plan assets" (as defined in ERISA and
the  regulations  thereunder)  of any Plan should consult their tax and/or legal
counsel  regarding  whether  the assets of the Trust would be  considered  "plan
assets" of the Plan of such investors and  fiduciaries,  and the availability of
an exemption from the prohibited transaction rules.

                              PLAN OF DISTRIBUTION

            The Receipts offered hereby and by the related Prospectus Supplement
will be offered in series  through one or more of the methods  described  below.
The Prospectus  Supplement  prepared for each series will describe the method


                                      -21-
<PAGE>

of offering being utilized for that series.  The Receipts will be transferred to
Rickel  Securities,  Inc. in exchange  for the Bonds,  and there will be no cash
proceeds received by the Depositor from the sale of the Receipts.

            Any  Receipts  acquired by Rickel  Securities,  Inc. in exchange for
Bonds as described above will be acquired by Rickel Securities, Inc. for its own
account  and may be  resold  from  time  to  time  in one or more  transactions,
including  negotiated  transactions at fixed public offering prices or a varying
prices  to be  determined  at the  time  of sale  or at the  time of  commitment
therefor. If any underwriters other than Rickel Securities,  Inc. participate as
co-managers in the  distribution of the Receipts of a particular  series,  their
names  and  Rickel  Securities,  Inc.'s  will be set  forth on the  cover of the
Prospectus   Supplement   relating  to  such  series  and  the  members  of  the
underwriting syndicate, if any, will be named in such Prospectus Supplement.

            In  connection  with  any  sale  of the  Receipts  in  which  Rickel
Securities, Inc. is not the sole underwriter, the other underwriters may receive
compensation from Rickel Securities,  Inc. or from purchasers of the Receipts in
the form of discounts,  concessions  or  commissions.  Underwriters  and dealers
participating  in  the  distribution  of  the  Receipts  may  be  deemed  to  be
underwriters in connection with such Receipts,  and any discounts or commissions
received by them from Rickel  Securities,  Inc.  and any profit on the resale of
Receipts  by them may be deemed to be  underwriting  discounts  and  commissions
under the Securities Act.

            It is anticipated that the underwriting  agreement pertaining to the
sale of any series of Receipts in which Rickel Securities,  Inc. is not the sole
underwriter  will  provide  that the  obligations  of the  underwriters  will be
subject to certain conditions precedent, that the underwriters will be obligated
to purchase all such  Receipts if any are  purchased  (other than in  connection
with an  underwriting  on a best efforts  basis),  and that the  Depositor  will
indemnify  the several  underwriters  and the  underwriters  will  indemnify the
Depositor  against certain civil  liabilities,  including  liabilities under the
Securities  Act, or will  contribute to payments  required to be made in respect
thereof.

                                 LEGAL OPINIONS

            Certain  legal  and  federal  income  tax  matters  relating  to the
Receipts will be passed upon for the Depositor  and Rickel  Securities,  Inc. by
McCarter & English, LLP, counsel to the Depositor and Rickel Securities, Inc.

                                 INDEX OF TERMS

            Set  forth  below  is a list  of the  defined  terms  used  in  this
Prospectus  and the pages on which the  definitions  of such  terms may be found
herein.

TERMS                                                                       PAGE
-----                                                                       ----

Accreted Value ............................................................   11
Bonds .....................................................................    1
Cede ......................................................................    3
Certificated Receipts .....................................................   13
Code ......................................................................    4
Commission ................................................................    3
Depositor .................................................................    1
DOL .......................................................................   20
DTC .......................................................................    1
DTC Book Entry Only System ................................................   12
ERISA .....................................................................    5


                                      -22-
<PAGE>

Exchange Act ..............................................................    3
Holders ...................................................................    3
Independent Investors .....................................................   21
Indirect Participants .....................................................   12
Issuance Date .............................................................    4
Obligor ...................................................................    6
OID .......................................................................   17
OID Regulations ...........................................................   16
Plan ......................................................................   20
Plan Asset Regulation .....................................................   20
Prospectus Supplement .....................................................    1
Receiptholders ............................................................    3
Receipt Register ..........................................................   14
Receipts ..................................................................    1
Registration Statement ....................................................    3
Rules .....................................................................   12
Securities Act ............................................................    3
Trust .....................................................................    1
Trust Agreement ...........................................................    1
Trustee ...................................................................    1


                                      -23-
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

            The following table sets forth the estimated expenses to be incurred
in  connection  with the  offering  of the  Receipts,  other  than  underwriting
discounts and commissions, described in this Registration Statement:

            Securities & Exchange Commission Registration Fee............$18,182
            Printing.......................................................5,000
            Legal Fees and Expenses.......................................75,000
            Blue Sky Filing and Counsel Fees...............................4,500
            Accountants' Fees..............................................5,000
            Trustee Fees and Expenses.....................................10,000
            Rating Agencies' Fees.........................................10,000
            Miscellaneous.................................................18,104
                                                                         -------
            Total.......................................................$145,786

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            American Corporate Receipts,  Inc. is incorporated under the laws of
New Jersey.  Section 14A:3-5 of the New Jersey General Corporation  Business Act
provides that a New Jersey  corporation  may  indemnify  any persons,  including
officers and directors,  who are, or are  threatened to be made,  parties to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of such  corporation,  by  reason  of the fact  that  such  person  was an
officer, director,  employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another   corporation  or  enterprise).   The  indemnity  may  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or proceeding,  provided such person acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and,  for  criminal  proceedings,  had no  reasonable  cause to believe that his
conduct  was  illegal.  A New Jersey  corporation  may  indemnify  officers  and
directors  in an  action by or in the  right of the  corporation  under the same
conditions,  except  that  no  indemnification  is  permitted  without  judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is  successful  on the merits or  otherwise  in the
defense of any action  referred to above,  the  corporation  must  indemnify him
against the  expenses  which such officer or director  actually  and  reasonably
incurred.

            American  Corporate  Receipts,  Inc.'s  Certificate of Incorporation
provides,  in  effect,  that,  subject  to  certain  limited  exceptions,   such
corporation will indemnify its officers and directors to the extent permitted by
New Jersey law.

ITEM 16.  EXHIBITS.

            Exhibits

             1.1  --    Form of Underwriting Agreement.*
   
             3.1  --    Certificate of Incorporation of the Depositor
                        (as amended by Certificate of Amendment).*
    
             3.2  --    By-laws of the Depositor.*
             4.1  --    Form of Master Trust Agreement and Standard Terms
                        and Provisions **


                                      -24-
<PAGE>

   
             5.1  --    Opinion of McCarter & English, LLP with respect
                        to legality.*
    
             8.1  --    Opinion of McCarter & English, LLP with respect to
                        federal tax matters.**
            24.1  --    Consent of McCarter & English, LLP 
                        (included as part of Exhibits 5.1 and 8.1).
            25.1  --    Power of Attorney.*
            99.1  --    Form of Prospectus Supplement**

-------------------
            *   Previously filed.
            ** Amended form of document previously filed.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

        (1)     To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus  required by section  10(a)(3)
                        of the Securities Act of 1933;

                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the  registration  statement
                        (or the most recent  post-effective  amendment  thereof)
                        which,  individually  or in the  aggregate,  represent a
                        fundamental  change in the  information set forth in the
                        registration statement;

                (iii)   To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        registration  statement or any  material  change to such
                        information in the registration statement.

        (2)     That,  for the purpose of  determining  any liability  under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new  registration  statement  relating  to the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

        (3)     To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

        (4)     To file  an  application  for the  purpose  of  determining  the
                eligibility  of the  Trustee  to  act  under  subsection  (a) of
                Section  310 of the Trust  Indenture  Act of 1939 in  accordance
                with the  rules and  regulations  prescribed  by the  Commission
                under Section 305(b)(2) of the Trust Indenture Act of 1939.

        (5)     For purposes of determining  any liability  under the Securities
                Act of 1933, the information omitted from the form of prospectus
                filed as part of this  registration  statement in reliance  upon
                Rules 430A and  contained in a form of  prospectus  filed by the
                registrant  pursuant to Rules  424(b)(1)  or (4) or 497(h) under
                the   Securities  Act  shall  be  deemed  to  be  part  of  this
                registration statement as of the time it was declared effective.

        (6)     For purposes of determining  any liability  under the Securities
                Act of 1933, each post-effective  amendment that contains a form
                of prospectus shall be deemed to be a new registration statement
                relating to the securities offered therein,  and the offering of
                such  securities  at that time shall be deemed to be the initial
                bona fide offering thereof.


                                      -25-
<PAGE>

            Insofar  as  indemnification   for  liabilities  arising  under  the
Securities  Act of 1933  may be  permitted  to  directors  and  officers  of the
Depositor  pursuant to the provisions  discussed in Item 14 above, or otherwise,
the  Depositor  has been  advised  that in the  opinion of the  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred  or  paid by a  director  or  officer  of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director or officer in  connection  with the  securities  being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.


                                      -26-
<PAGE>

                                   SIGNATURES

   
            Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3, that it reasonably believes that the
securities to be offered for sale pursuant to this Registration Statement will
meet the security rating requirements for registration pursuant to Form S-3 at
the time of their sale, and has duly caused this Pre-Effective Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Millburn, State of New Jersey, on
the 3rd day of March, 1998.
    

                        AMERICAN CORPORATE RECEIPTS, INC.


                        /S/ JOHN C. SABO
                        -------------------
                        John C. Sabo
                        President

   
            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 3, 1998 by the following
persons in the capacities indicated.
    

    SIGNATURE                                          TITLE
    ---------                                          -----


/S/ JOHN C. SABO                           President and Sole Director
----------------
    John C. Sabo                           (Principal Executive Officer)


/S/ SUSAN P. BOWEN                         Senior Vice President
------------------
    Susan P. Bowen                         (Chief Financial Officer)


                                      -27-
<PAGE>

                                  EXHIBIT INDEX


 1.1 -      Form of Underwriting Agreement*

   
 3.1 -      Certificate of Incorporation of the Depositor
           (as amended by Certificate of Amendment)*
    

 3.2 -      By-laws of the Depositor*

 4.1 -      Form of Master Trust Agreement and Standard
            Terms and Provisions**

   
 5.1 -      Opinion of McCarter & English, LLP with respect to legality*
    

 8.1 -      Opinion of McCarter & English, LLP with respect to
            federal tax matters**

24.1 -      Consent of McCarter & English, LLP (included as part
            of Exhibits 5.1 and 8.1)

25.1 -      Power of Attorney*

99.1 -      Form of Prospectus Supplement**

-------------------
 *   Previously filed.
 ** Amended form of document previously filed.

                                      -28-