FT 5518 – ‘S-6/A’ on 4/24/15

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Pre-Effective Amendment to Registration Statement of a Unit Investment Trust   —   Form S-6
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-6/A       Amendment to Form S-6 Filing                          56±   198K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C.  20549               
Amendment No. 1 to                
FORM S-6                

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

A.   Exact Name of Trust:             FT 5518                                   

B.   Name of Depositor:               FIRST TRUST PORTFOLIOS L.P.               

C.   Complete Address of Depositor's  120 East Liberty Drive                    
Principal Executive Offices:     Suite 400                            
                    Wheaton, Illinois  60187

D.   Name and Complete Address of                                               
Agents for Service:              FIRST TRUST PORTFOLIOS L.P.          
                      Attention:  James A. Bowen
                  120 East Liberty Drive
     Suite 400
                    Wheaton, Illinois  60187

                CHAPMAN & CUTLER LLP
                   Attention: Eric F. Fess
                  111 West Monroe Street
                    Chicago, Illinois  60603

E.   Title and Amount of Securities                                             
Being Registered:                An indefinite number of              
                  Units pursuant to Rule
                   24f-2 promulgated under
                      the Investment Company Act
                of 1940, as amended.

F.   Approximate Date of Proposed                                               
Sale to the Public:              ____ Check if it is                  
                     proposed that this filing
                    will become effective on
              _____ at ____ p.m.
                 pursuant to Rule 487.

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

SUBJECT TO COMPLETION, DATED APRIL 24, 2015 

Top Picks May 2015 Portfolio        

FT 5518       

FT 5518 is a series of a unit investment trust, the FT Series. FT 5518          
consists of a single portfolio known as Top Picks May 2015 Portfolio            
(the "Trust"). The Trust consists of a diversified portfolio of common          
stocks (the "Securities"). The Trust seeks capital appreciation.                

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

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

FIRST TRUST (R) 

800-621-1675    

The date of this prospectus is May __, 2015       

Page 1                                                                          

Table of Contents 

Summary of Essential Information                         3                      
Fee Table                                                4                      
Report of Independent Registered Public Accounting Firm  5                      
Statement of Net Assets                                  6                      
Schedule of Investments                                  7                      
The FT Series                                            9                      
Portfolio                                                9                      
Risk Factors                                            11                      
Portfolio Securities Descriptions                       13                      
Public Offering                                         14                      
Distribution of Units                                   17                      
The Sponsor's Profits                                   18                      
The Secondary Market                                    18                      
How We Purchase Units                                   18                      
Expenses and Charges                                    19                      
Tax Status                                              19                      
Retirement Plans                                        22                      
Rights of Unit Holders                                  23                      
Income and Capital Distributions                        23                      
Redeeming Your Units                                    24                      
Investing in a New Trust                                25                      
Removing Securities from the Trust                      25                      
Amending or Terminating the Indenture                   26                      
Information on Oppenheimer & Co. Inc., the Sponsor,                             
Trustee and Evaluator                              27                 
Other Information                                       28                      

Page 2                                                                          

Summary of Essential Information (Unaudited)

Top Picks May 2015 Portfolio
FT 5518 

At the Opening of Business on the Initial Date of Deposit-May __, 2015

Sponsor:  First Trust Portfolios L.P.   
Trustee:  The Bank of New York Mellon   
Evaluator:  First Trust Advisors L.P.       

                                                                [Download Table]


                                                                            
Initial Number of Units (1)                                                 
Fractional Undivided Interest in the Trust per Unit (1)               1/    
Public Offering Price:                                                      
Public Offering Price per Unit (2)                                 $ 10.000 
    Less Initial Sales Charge per Unit (3)                            (.100)
                                                                   ________ 
Aggregate Offering Price Evaluation of Securities per Unit (4)        9.900 
    Less Deferred Sales Charge per Unit (3)                           (.145)
                                                                   ________ 
Redemption Price per Unit (5)                                         9.755 
    Less Creation and Development Fee per Unit (3)(5)                 (.050)
    Less Organization Costs per Unit (5)                              (.031)
                                                                   ________ 
Net Asset Value per Unit                                           $  9.674 
                                                                   ======== 
Estimated Net Annual Distribution per Unit for the first year (6)  $        
Cash CUSIP Number                                                           
Reinvestment CUSIP Number                                                   
Fee Account Cash CUSIP Number                                               
Fee Account Reinvestment CUSIP Number                                       
Pricing Line Product Code                                                   
Ticker Symbol                                                               


                                                        [Enlarge/Download Table]


                                                                                                          
First Settlement Date                             June __, 2015                                           
Mandatory Termination Date (7)                    July 15, 2016                                           
Income Distribution Record Date                   Tenth day of each month, commencing June 10, 2015.      
Income Distribution Date (6)                      Twenty-fifth day of each month commencing June 25, 2015.

_____________                                                                                             
<FN>                                                                                                      

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

(2) The Public Offering Price shown above reflects the value of the                                       
Securities on the business day prior to the Initial Date of Deposit. No                                   
investor will purchase Units at this price. The price you pay for your                                    
Units will be based on their valuation at the Evaluation Time on the                                      
date you purchase your Units. On the Initial Date of Deposit, the Public                                  
Offering Price per Unit will not include any accumulated dividends on                                     
the Securities. After this date, a pro rata share of any accumulated                                      
dividends on the Securities will be included.                                                             

(3) You will pay a maximum sales charge of 2.95% of the Public Offering                                   
Price per Unit (equivalent to 2.98% of the net amount invested) which                                     
consists of an initial sales charge, a deferred sales charge and a                                        
creation and development fee. The sales charges are described in the                                      
"Fee Table."                                                                                              

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

(5) The creation and development fee and estimated organization costs                                     
per Unit will be deducted from the assets of the Trust at the end of the                                  
initial offering period. If Units are redeemed prior to the close of the                                  
initial offering period, these fees will not be deducted from the                                         
redemption proceeds. See "Redeeming Your Units."                                                          

(6) We base our estimate of the dividends the Trust will receive from the                                 
Securities by annualizing the most recent dividends declared by the                                       
issuers of the Securities (such figure adjusted to reflect any change in                                  
dividend policy announced subsequent to the most recently declared                                        
dividend). There is no guarantee that the issuers of the Securities will                                  
declare dividends in the future or that if declared they will either                                      
remain at current levels or increase over time. Due to this, and various                                  
other factors, actual dividends received from the Securities may be less                                  
than their most recent annualized dividends. In this case, the actual                                     
net annual distribution you receive will be less than the estimated                                       
amount set forth above. The actual net annual distribution per Unit you                                   
receive will also vary from that set forth above with changes in the                                      
Trust's fees and expenses, and with the sale of Securities. See "Fee                                      
Table" and "Expenses and Charges." The Trustee will distribute money                                      
from the Income and Capital Accounts on the twenty-fifth day of each                                      
month to Unit holders of record on the tenth day of such month. However,                                  
the Trustee will not distribute money if the aggregate amount in the                                      
Income and Capital Accounts, exclusive of sale proceeds, equals less                                      
than 0.1% of the net asset value of the Trust. Undistributed money in                                     
the Income and Capital Accounts will be distributed in the next month in                                  
which the aggregate amount available for distribution, exclusive of sale                                  
proceeds, exceeds 0.1% of the net asset value of the Trust. Sale                                          
proceeds will be distributed if the amount available for distribution                                     
equals at least $1.00 per 100 Units. Upon termination of the Trust,                                       
amounts in the Income and Capital Accounts will be distributed to                                         
remaining Unit holders.                                                                                   

(7) See "Amending or Terminating the Indenture."                                                          

</FN>                                                                                                     

Page 3                                                                          

Fee Table (Unaudited) 

This Fee Table describes the fees and expenses that you may, directly or        
indirectly, pay if you buy and hold Units of the Trust. See "Public             
Offering" and "Expenses and Charges." Although the Trust has a term of          
approximately 13 months and is a unit investment trust rather than a            
mutual fund, this information allows you to compare fees.                       

                                                        [Enlarge/Download Table]


                                                                                     Amount  
                                                                                     per Unit
                                                                                     _____   
                                                                                             
Unit Holder Sales Fees (as a percentage of public offering price)                            

Maximum Sales Charge                                                                         

   Initial sales charge                                                    1.00%(a)  $.100   
   Deferred sales charge                                                   1.45%(b)  $.145   
   Creation and development fee                                            0.50%(c)  $.050   
                                                                           _____     _____   
   Maximum sales charge (including creation and development fee)           2.95%     $.295   
                                                                           =====     =====   
Organization Costs (as a percentage of public offering price)                                
   Estimated organization costs                                            .310%(d)  $.0310  
                                                                           =====     ======  
Estimated Annual Trust Operating Expenses(e)                                                 
(as a percentage of average net assets)                                                      
   Portfolio supervision, bookkeeping, administrative and evaluation fees      %     $       
   Trustee's fee and other operating expenses                                  %(f)  $       
                                                                           _____     ______  
    Total                                                                      %     $       
                                                                           =====     ======  

                                 Example                                                     

This example is intended to help you compare the cost of investing in                        
the Trust with the cost of investing in other investment products. The                       
example assumes that you invest $10,000 in the Trust, the principal                          
amount and distributions are rolled every 13 months into a New Trust and                     
you are subject to a reduced transactional sales charge. The example                         
also assumes a 5% return on your investment each year and that your                          
Trust's, and each New Trust's, operating expenses stay the same. The                         
example does not take into consideration transaction fees which may be                       
charged by certain broker/dealers for processing redemption requests.                        
Although your actual costs may vary, based on these assumptions your                         
costs, assuming you roll your proceeds from one trust to the next for                        
the periods shown, would be:                                                                 

        1 Year       3 Years      5 Years      10 Years                                      
        ______       _______      _______      ________                                      
        $            $            $            $                                             

If you elect not to roll your proceeds from one trust to the next, your                      
costs will be limited by the number of years your proceeds are invested,                     
as set forth above.                                                                          

_____________                                                                                
<FN>                                                                                         

(a) The combination of the initial and deferred sales charge comprises                       
what we refer to as the "transactional sales charge." The initial sales                      
charge is actually equal to the difference between the maximum sales                         
charge of 2.95% and the sum of any remaining deferred sales charge and                       
creation and development fee.                                                                

(b) The deferred sales charge is a fixed dollar amount equal to $.145                        
per Unit which, as a percentage of the Public Offering Price, will vary                      
over time. The deferred sales charge will be deducted in three monthly                       
installments commencing July 20, 2015.                                                       

(c) The creation and development fee compensates the Sponsor for creating                    
and developing the Trust. The creation and development fee is a charge                       
of $.050 per Unit collected at the end of the initial offering period,                       
which is expected to be approximately one month from the Initial Date of                     
Deposit. If the price you pay for your Units exceeds $10 per Unit, the                       
creation and development fee will be less than 0.50%; if the price you                       
pay for your Units is less than $10 per Unit, the creation and                               
development fee will exceed 0.50%.                                                           

(d) Estimated organization costs will be deducted from the assets of the                     
Trust at the end of the initial offering period. Estimated organization                      
costs are assessed on a fixed dollar amount per Unit basis which, as a                       
percentage of average net assets, will vary over time.                                       

(e) Each of the fees listed herein is assessed on a fixed dollar amount                      
per Unit basis which, as a percentage of average net assets, will vary                       
over time.                                                                                   

(f) Other operating expenses do not include brokerage costs and other                        
portfolio transaction fees. In certain circumstances the Trust may incur                     
additional expenses not set forth above. See "Expenses and Charges."                         

</FN>                                                                                        

Page 4                                                                          

Report of Independent 
Registered Public Accounting Firm 

Page 5                                                                          

Statement of Net Assets 

Top Picks May 2015 Portfolio
FT 5518 

At the Opening of Business on the Initial Date of Deposit-May __, 2015

                                                                [Download Table]


                                                                                 
                                   NET ASSETS                                    
Investment in Securities represented by purchase contracts (1) (2)        $      
Less liability for reimbursement to Sponsor for organization costs (3)      (   )
Less liability for deferred sales charge (4)                                (   )
Less liability for creation and development fee (5)                         (   )
                                                                          ______ 
Net assets                                                                $      
                                                                          ====== 
Units outstanding                                                                
Net asset value per Unit (6)                                              $9.674 

                             ANALYSIS OF NET ASSETS                              
Cost to investors (7)                                                     $      
Less maximum sales charge (7)                                               (   )
Less estimated reimbursement to Sponsor for organization costs (3)          (   )
                                                                          ______ 
Net assets                                                                $      
                                                                          ====== 

______________                                                                   
<FN>                                                                             

                    NOTES TO STATEMENT OF NET ASSETS                             

The Trust is registered as a unit investment trust under the Investment          
Company Act of 1940. The Sponsor is responsible for the preparation of           
financial statements in accordance with accounting principles generally          
accepted in the United States which require the Sponsor to make                  
estimates and assumptions that affect amounts reported herein. Actual            
results could differ from those estimates. The Trust intends to comply           
in its initial fiscal year as a grantor trust under federal tax laws. In         
grantor trusts, investors are deemed for federal tax purposes, to own            
the underlying assets of the trust directly. All taxability issues are           
taken into account at the Unit holder level. Income passes through to            
Unit holders as realized by the Trust.                                           

(1) The Trust invests in a diversified portfolio of common stocks.               
Aggregate cost of the Securities listed under "Schedule of Investments"          
is based on their aggregate underlying value. The Trust has a Mandatory          
Termination Date of July 15, 2016.                                               

(2) An irrevocable letter of credit issued by The Bank of New York               
Mellon, of which approximately $200,000 has been allocated to the Trust,         
has been deposited with the Trustee as collateral, covering the monies           
necessary for the purchase of the Securities according to their purchase         
contracts.                                                                       

(3) A portion of the Public Offering Price consists of an amount                 
sufficient to reimburse the Sponsor for all or a portion of the costs of         
establishing the Trust. These costs have been estimated at $.0310 per            
Unit for the Trust. A payment will be made at the end of the initial             
offering period to an account maintained by the Trustee from which the           
obligation of the investors to the Sponsor will be satisfied. To the             
extent that actual organization costs are greater than the estimated             
amount, only the estimated organization costs added to the Public                
Offering Price will be reimbursed to the Sponsor and deducted from the           
assets of the Trust.                                                             

(4) Represents the amount of mandatory deferred sales charge                     
distributions of $.145 per Unit, payable to the Sponsor in three                 
approximately equal monthly installments beginning on July 20, 2015 and          
on the twentieth day of each month thereafter (or if such date is not a          
business day, on the preceding business day) through September 18, 2015.         
If Unit holders redeem Units before September 18, 2015, they will have           
to pay the remaining amount of the deferred sales charge applicable to           
such Units when they redeem them.                                                

(5) The creation and development fee ($.050 per Unit) is payable by the          
Trust on behalf of Unit holders out of assets of the Trust at the end of         
the initial offering period. If Units are redeemed prior to the close of         
the initial offering period, the fee will not be deducted from the               
proceeds.                                                                        

(6) Net asset value per Unit is calculated by dividing the Trust's net           
assets by the number of Units outstanding. This figure includes                  
organization costs and the creation and development fee, which will only         
be assessed to Units outstanding at the end of the initial offering              
period.                                                                          

(7) The aggregate cost to investors in the Trust includes a maximum              
sales charge (comprised of an initial sales charge, a deferred sales             
charge and the creation and development fee) computed at the rate of             
2.95% of the Public Offering Price per Unit (equivalent to 2.98% of the          
net amount invested, exclusive of the deferred sales charge and the              
creation and development fee), assuming no reduction of the maximum              
sales charge as set forth under "Public Offering."                               

</FN>                                                                            

Page 6                                                                          

Schedule of Investments 

Top Picks May 2015 Portfolio
FT 5518 

At the Opening of Business on the Initial Date of Deposit-May __, 2015

                                                        [Enlarge/Download Table]


                                                            Percentage                                           Unaudited    
                                                            of Aggregate    Number    Market     Cost of         Disclosure of
Ticker Symbol and                                           Offering        of        Value per  Securities to   Oppenheimer  
Name of Issuer of Securities (1)(3)                         Price           Shares    Share      the Trust (2)   & Co. Inc.   
____________________________________                        ______          ______    _______    ____________    _____________
                                                                                                                              
COMMON STOCKS (100.00%):                                                                                                      
                                                                 %                     $          $                           
                                                                 %                                                            
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                                                             _______                              ________                    
              Total Investments                              100.00%                              $                           
                                                             =======                              ========                    

___________                                                                                                                   
<FN>                                                                                                                          

See "Notes to Schedule of Investments" on page 8.                                                                             

Page 7                                                                                                                        

                    NOTES TO SCHEDULE OF INVESTMENTS                                                                          

(1) All Securities are represented by regular way contracts to purchase                                                       
such Securities which are backed by an irrevocable letter of credit                                                           
deposited with the Trustee. The Sponsor entered into purchase contracts                                                       
for the Securities on May __, 2015. Such purchase contracts are expected                                                      
to settle within three business days.                                                                                         

(2) The cost of the Securities to the Trust represents the aggregate                                                          
underlying value with respect to the Securities acquired (generally                                                           
determined by the closing sale prices of the listed Securities and the                                                        
ask prices of over-the-counter traded Securities at the Evaluation Time                                                       
on the business day prior to the Initial Date of Deposit). The valuation                                                      
of the Securities has been determined by the Evaluator, an affiliate of                                                       
the Sponsor. In accordance with Financial Accounting Standards Board                                                          
Accounting Standards Codification 820, "Fair Value Measurement," the                                                          
Trust's investments are classified as Level 1, which refers to                                                                
securities traded in an active market. The cost of the Securities to the                                                      
Sponsor and the Sponsor's profit or loss (which is the difference                                                             
between the cost of the Securities to the Sponsor and the cost of the                                                         
Securities to the Trust) are $______ and $___, respectively.                                                                  

(3) Common stocks of companies headquartered or incorporated outside the                                                      
United States comprise ___% of the investments of the Trust (consisting                                                       
of ______, ___%).                                                                                                             

(4) This Security represents the common stock of a Real Estate Investment                                                     
Trust ("REIT"). REITs comprise approximately ___% of the investments of                                                       
the Trust.                                                                                                                    

+  This Security represents the common stock of a foreign company which                                                       
trades directly or through an American Depositary Receipt/ADR on the                                                          
over-the-counter market or a U.S. national securities exchange.                                                               

 * This Security represents a non-income producing security.                                                                  

___________________________________________________________________________________________________________________________   

Oppenheimer & Co. Inc. ("Oppenheimer"), a registered investment adviser and broker/dealer, in its general securities          
businesses, acts as agent or principal in connection with buying and selling stocks, including the Securities. The            
following unaudited information details certain of Oppenheimer's investment banking relationships and other matters related   
to the Securities. This information has been provided by Oppenheimer, who is solely responsible for its content.              
A     Oppenheimer makes a market in the common stock of this company.                                                         
B     Oppenheimer expects to receive or intends to seek compensation for investment banking services from this company        
      within the next three months.                                                                                           
C     Oppenheimer has received compensation for investment banking services from this company within the past 12 months.      
D     Oppenheimer has managed or co-managed a public offering of securities for this company within the past 12 months.       
E     Oppenheimer has provided investment banking services for this company within the past 12 months.                        
___________________________________________________________________________________________________________________________   
</FN>                                                                                                                         

Page 8                                                                          

The FT Series                     

The FT Series Defined.                                                          

We, First Trust Portfolios L.P. (the "Sponsor"), have created hundreds          
of similar yet separate series of a unit investment trust which we have         
named the FT Series. The series to which this prospectus relates, FT            
5518, consists of a single portfolio known as Top Picks May 2015                
Portfolio.                                                                      

The Trust was created under the laws of the State of New York by a Trust        
Agreement (the "Indenture") dated the Initial Date of Deposit. This             
agreement, entered into among First Trust Portfolios L.P., as Sponsor,          
The Bank of New York Mellon as Trustee and First Trust Advisors L.P. as         
Portfolio Supervisor and Evaluator, governs the operation of the Trust.         

YOU MAY OBTAIN MORE SPECIFIC DETAILS CONCERNING THE NATURE, STRUCTURE           
AND RISKS OF THIS PRODUCT IN AN "INFORMATION SUPPLEMENT" BY CALLING THE         
SPONSOR AT 800-621-1675, DEPT. CODE 2.                                          

How We Created the Trust.                                                       

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

After the Initial Date of Deposit, we may deposit additional Securities         
in the Trust, or cash (including a letter of credit or the equivalent)          
with instructions to buy more Securities, to create new Units for sale.         
If we create additional Units, we will attempt, to the extent                   
practicable, to maintain the percentage relationship established among          
the Securities on the Initial Date of Deposit (as set forth in "Schedule        
of Investments"), adjusted to reflect the sale, redemption or                   
liquidation of any of the Securities or any stock split or a merger or          
other similar event affecting the issuer of the Securities.                     

Since the prices of the Securities will fluctuate daily, the ratio of           
Securities in the Trust, on a market value basis, will also change              
daily. The portion of Securities represented by each Unit will not              
change as a result of the deposit of additional Securities or cash in           
the Trust. If we deposit cash, you and new investors may experience a           
dilution of your investment. This is because prices of Securities will          
fluctuate between the time of the cash deposit and the purchase of the          
Securities, and because the Trust pays the associated brokerage fees. To        
reduce this dilution, the Trust will try to buy the Securities as close         
to the Evaluation Time and as close to the evaluation price as possible.        
In addition, because the Trust pays the brokerage fees associated with          
the creation of new Units and with the sale of Securities to meet               
redemption and exchange requests, frequent redemption and exchange              
activity will likely result in higher brokerage expenses.                       

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

We cannot guarantee that the Trust will keep its present size and               
composition for any length of time. Securities may be periodically sold         
under certain circumstances to satisfy Trust obligations, to meet               
redemption requests and, as described in "Removing Securities from the          
Trust," to maintain the sound investment character of the Trust, and the        
proceeds received by the Trust will be used to meet Trust obligations or        
distributed to Unit holders, but will not be reinvested. However,               
Securities will not be sold to take advantage of market fluctuations or         
changes in anticipated rates of appreciation or depreciation, or if they        
no longer meet the criteria by which they were selected. You will not be        
able to dispose of or vote any of the Securities in the Trust. As the           
holder of the Securities, the Trustee will vote the Securities and,             
except as described in "Removing Securities from the Trust," will               
endeavor to vote the Securities such that the Securities are voted as           
closely as possible in the same manner and the same general proportion          
as are the Securities held by owners other than such Trust.                     

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

Portfolio                     

Objective.                                                                      

The Trust seeks capital appreciation.                                           

Introducing the Top Picks May 2015 Portfolio.                                   

Uncovering value in stocks can be a difficult task for the individual           
investor who has neither the time nor the resources to conduct the              
necessary analysis to find profitable ideas. Instead, the individual            
investor generally makes investment decisions based on limited                  

Page 9                                                                          

information. The Top Picks May 2015 Portfolio alleviates this dilemma by        
allowing the individual investor to invest in stock ideas which have            
been thoroughly researched and analyzed by Oppenheimer & Co. Inc.'s             
("Oppenheimer") Equity Research Department.                                     

How Is The Portfolio Constructed?                                               

On a monthly basis, each of Oppenheimer's equity research analysts              
selects and publishes his or her top individual buy-side investment pick        
from the universe of his or her covered companies for that particular           
point in time. Each pick represents the stock each such analyst believes        
will provide the best absolute return out of his or her entire coverage         
universe over the next 12 months.                                               

The Top Picks May 2015 Portfolio is based on Oppenheimer's equity               
research analysts' respective best picks for the month of May 2015. The         
portfolio will consist of 25-30 stocks, each of which is the individual         
sector analyst's top idea from the universe of his or her covered               
companies for the month of May 2015. The stocks making up the portfolio         
are combined into a convenient package called a unit investment trust,          
with a fixed portfolio and a fixed maturity of approximately 13 months,         
available for one single purchase price.                                        

Oppenheimer's equity research analysts publish their top picks on a             
monthly basis. Their top picks for May 2015 will be publicly announced          
separately by Oppenheimer's Equity Research Department, and were not            
made for the purpose of establishing the Top Picks May 2015 Portfolio.          

Oppenheimer's Equity Research Department.                                       

The Equity Research Department at Oppenheimer currently consists of over        
33 senior research analysts covering approximately 570 companies in six         
major investing sectors: Consumer & Business Services; Energy; Financial        
Services; Healthcare; Industrials; and Technology, Telecommunications           
and Internet. Oppenheimer and its affiliates also provide international         
research coverage of Chinese and Indian companies, covering over 40             
China and India stocks; a Special Situations Analyst; and investment and        
portfolio strategy and technical analysis. The Department's mission is          
to produce superior fundamental equity research across a breadth of             
market capitalizations, and the analysts strive to create                       
differentiated, in-depth, and action-oriented research which they               
believe has the potential to produce attractive returns for its clients.        

How Have The Stocks Been Selected?                                              

The stocks which are included in the Top Picks May 2015 Portfolio mirror        
the published list of stocks which Oppenheimer's equity research                
analysts believe to be the best buy-side opportunities for May 2015, and        
the stocks each analyst believes will provide the best absolute return          
out of their entire coverage universe over the next 12 months.                  

Oppenheimer's equity research analysts employ a "bottom-up" fundamental         
approach when preparing equity research, and it is each analyst's goal          
to find the best stock ideas in their respective sectors. Their analysis        
begins with the overall market in their sector to assess the current            
market conditions. Once market dynamics are known, the analyst moves on         
to the individual company analysis, first analyzing the company's               
business and financial health, and finally overlaying valuation                 
analysis, which leads them to a stock recommendation.                           

In completing their analysis, Oppenheimer's equity research analysts            
develop their own framework for analyzing both the industry and the             
individual companies in question. Often, they use a combination of              
public data, either provided by information vendors or the government,          
and will couple that with proprietary industry and channel checks to            
formulate an investment thesis. Woven into this analysis is a thorough          
quantitative review of each company's financial statements, the heart of        
the investment recommendation. Analysts spend a significant portion of          
their time developing detailed and sophisticated financial models in            
order to accurately reflect a company's earnings power. Once a financial        
model is complete, the analysts make an investment recommendation based         
on the valuation parameters that they feel are most appropriate.                

Oppenheimer equity research analysts are unencumbered by top-down macro-        
economic directives when conducting their analysis. This means that each        
analyst is free to choose his or her own framework and assumptions about        
the economy in constructing a framework, which Oppenheimer believes             
leads to greater independence and conviction in the stock                       
recommendations. In Oppenheimer's opinion, it is this independence that         
guides the analysts to deliver the best stocks for the "top picks" list.        

About The Oppenheimer Equity Research Department.                               

The Equities Group of Oppenheimer is committed to creating value for            
Oppenheimer clients through their service platform offering: equity             
research; trading and execution services; and capital markets solutions.        

The Equity Research Department housed within the Equities Group of              
Oppenheimer currently consists of over 33 senior research analysts              
covering approximately 570 companies across a wide range of industries          
and market capitalizations.                                                     

Page 10                                                                         

The majority of Oppenheimer's analysts have been in their respective            
sectors for 10 to 25 years, with the newer analysts representing fresh          
talent and continuing to fulfill Oppenheimer's legacy of finding and            
developing the next generation of distinguished analysts. Oppenheimer's         
analysts have an extensive knowledge base and are highly sought out by          
leading financial press and media to present their latest sector views          
and stock ideas.                                                                

The Oppenheimer research team is focused, disciplined, and thorough. The        
analysts employ rigorous methodologies to identify potential equity             
outperformance. Superior stock picking is their primary goal, in keeping        
with the Equity Research Department's mission to create differentiated          
and timely research, identify emerging industry trends, and most                
important, to discover compelling investment opportunities.                     

Style/Capitalization Designation.                                               

From time to time in the prospectus or in marketing materials we may            
identify a portfolio's style and capitalization characteristics to              
describe a trust. These characteristics are designed to help you better         
understand how the Trust may fit into your overall investment plan.             
These characteristics are determined by the Sponsor as of the Initial           
Date of Deposit and, due to changes in the value of the Securities, may         
vary thereafter. In addition, from time to time, analysts and research          
professionals may apply different criteria to determine a Security's            
style and capitalization characteristics, which may result in                   
designations which differ from those arrived at by the Sponsor. In              
general, growth stocks are those with high relative price-to-book ratios        
while value stocks are those with low relative price-to-book ratios. At         
least 65% of the stocks in a trust on the trust's initial date of               
deposit must fall into either the growth or value category for a trust          
itself to receive the designation. Trusts that do not meet this criteria        
are designated as blend trusts. In determining market capitalization            
characteristics, we analyze the market capitalizations of the 3,000             
largest stocks in the United States (excluding foreign securities,              
American Depositary Receipts/ADRs, limited partnerships and regulated           
investment companies). Companies with market capitalization among the           
largest 10% are considered Large-Cap securities, the next 20% are               
considered Mid-Cap securities and the remaining securities are                  
considered Small-Cap securities. Both the weighted average market               
capitalization of a trust and at least half of the Securities in a trust        
must be classified as either Large-Cap, Mid-Cap or Small-Cap in order           
for a trust to be designated as such. Trusts, however, may contain              
individual stocks that do not fall into its stated style or market              
capitalization designation.                                                     

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

Risk Factors                      

Price Volatility. The Trust invests in common stocks. The value of the          
Trust's Units will fluctuate with changes in the value of these                 
Securities. Common stock prices fluctuate for several reasons including         
changes in investors' perceptions of the financial condition of an              
issuer or the general condition of the relevant stock market, such as           
the current market volatility, or when political or economic events             
affecting the issuers occur. In addition, common stock prices may be            
particularly sensitive to rising interest rates, as the cost of capital         
rises and borrowing costs increase.                                             

Because the Trust is not managed, the Trustee will not sell stocks in           
response to or in anticipation of market fluctuations, as is common in          
managed investments. Due to a subsequent market increase in the value of        
one or more of the Securities in the Trust, a single Security, or a             
small number of Securities, may represent a significantly higher                
percentage of the Trust's assets than on the Initial Date of Deposit,           
which may present more risk than if the Securities were more equally-           
weighted. As with any investment, we cannot guarantee that the                  
performance of the Trust will be positive over any period of time,              
especially the relatively short 13-month life of the Trust, or that you         
won't lose money. Units of the Trust are not deposits of any bank and           
are not insured or guaranteed by the Federal Deposit Insurance                  
Corporation or any other government agency.                                     

Current Economic Conditions. The global economy continues to experience         
subdued growth. Most developed and developing economies are continuing          
to struggle against the lingering effects of the financial crisis which         
began in 2007, grappling in particular with the challenges of taking            
appropriate fiscal and monetary policy actions. Inflation remains tame          
worldwide, partly reflecting output gaps, high unemployment and a               
continued financial deleveraging in major developed economies. The              
global employment situation remains challenging, as long-lasting effects        
from the financial crisis continue to weigh on labor markets in many            
countries and regions. Prices of most primary commodities, a driving            
force behind many emerging market economies, have declined moderately in        
recent years, mainly driven by generally weak global demand as global           
economic growth remains anemic.                                                 

Page 11                                                                         

The financial crisis began with problems in the U.S. housing and credit         
markets, many of which were caused by defaults on "subprime" mortgages          
and mortgage-backed securities, eventually leading to the failures of           
some large financial institutions and has negatively impacted most              
sectors of the global economy. Due to the current state of uncertainty          
in the economy, the value of the Securities held by the Trust may be            
subject to steep declines or increased volatility due to changes in             
performance or perception of the issuers. To combat the financial               
crisis, central banks in the United States, Europe and Asia have held           
interest rates at historically low levels for several years. However,           
there is no assurance that this will continue in the future and no way          
to predict how quickly interest rates will rise once central banks              
change their current position. In addition, other extraordinary steps           
have been taken by the governments of several leading economic countries        
to combat the financial crisis; however, the impact of these measures           
has been mixed and in certain instances has produced unintended                 
consequences.                                                                   

Dividends. A significant number of the Securities included in the Trust         
do not pay dividends. There is no guarantee that the issuers of the             
Securities will declare dividends in the future or that if declared they        
will either remain at current levels or increase over time.                     

REITs. Certain of the Securities held by the Trust are issued by REITs.         
REITs are financial vehicles that pool investors' capital to purchase or        
finance real estate. REITs may concentrate their investments in specific        
geographic areas or in specific property types, i.e., hotels, shopping          
malls, residential complexes, office buildings and timberlands. The             
value of REITs and the ability of REITs to distribute income may be             
adversely affected by several factors, including rising interest rates,         
changes in the national, state and local economic climate and real              
estate conditions, perceptions of prospective tenants of the safety,            
convenience and attractiveness of the properties, the ability of the            
owner to provide adequate management, maintenance and insurance, the            
cost of complying with the Americans with Disabilities Act, increased           
competition from new properties, the impact of present or future                
environmental legislation and compliance with environmental laws,               
changes in real estate taxes and other operating expenses, adverse              
changes in governmental rules and fiscal policies, adverse changes in           
zoning laws, and other factors beyond the control of the issuers of REITs.      

Foreign Securities. Certain of the Securities held by the Trust are             
issued by foreign entities, which makes the Trust subject to more risks         
than if it invested solely in domestic securities. A foreign Security           
held by the Trust is either directly listed on a U.S. securities                
exchange, is in the form of an American Depositary Receipt/ADR or a             
Global Depositary Receipt/GDR which trades on the over-the-counter              
market or is listed on a U.S. or foreign securities exchange, or is             
directly listed on a foreign securities exchange. Risks of foreign              
securities include higher brokerage costs; different accounting                 
standards; expropriation, nationalization or other adverse political or         
economic developments; currency devaluations, blockages or transfer             
restrictions; restrictions on foreign investments and exchange of               
securities; inadequate financial information; lack of liquidity of              
certain foreign markets; and less government supervision and regulation         
of exchanges, brokers, and issuers in foreign countries. Certain foreign        
markets have experienced heightened volatility due to recent negative           
political or economic developments or natural disasters.                        

American Depositary Receipts/ADRs, Global Depositary Receipts/GDRs and          
similarly structured securities may be less liquid than the underlying          
shares in their primary trading market. Any distributions paid to the           
holders of depositary receipts are usually subject to a fee charged by          
the depositary. Issuers of depositary receipts are not obligated to             
disclose information that is considered material in the United States.          
As a result, there may be less information available regarding such             
issuers. Holders of depositary receipts may have limited voting rights,         
and investment restrictions in certain countries may adversely impact           
the value of depositary receipts because such restrictions may limit the        
ability to convert shares into depositary receipts and vice versa. Such         
restrictions may cause shares of the underlying issuer to trade at a            
discount or premium to the market price of the depositary receipts.             

Small and/or Mid Capitalization Companies. Certain of the Securities            
held by the Trust are issued by small and/or mid capitalization                 
companies. Investing in stocks of such companies may involve greater            
risk than investing in larger companies. For example, such companies may        
have limited product lines, as well as shorter operating histories, less        
experienced management and more limited financial resources than larger         
companies. Securities of such companies generally trade in lower volumes        
and are generally subject to greater and less predictable changes in            
price than securities of larger companies. In addition, small and mid-          
cap stocks may not be widely followed by the investment community, which        
may result in low demand.                                                       

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

Page 12                                                                         

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

Securities Selection. While the Securities in the Trust mirror                  
Oppenheimer equity research analysts' "top picks" as of May 2015, these         
analysts may choose for any reason not to recommend (or to recommend the        
sale of) any or all of the Securities for another purpose or at a later         
date. This may affect the value of your Units. The top picks represent          
the stock which each analyst believes, as of May 2015, will provide the         
best absolute return over the next 12 months. The Top Picks May 2015            
Portfolio, however, has a maturity of approximately 13 months. In               
addition, Oppenheimer, a registered broker/dealer and registered                
investment adviser, in its general securities business acts as agent or         
principal in connection with buying and selling stocks, including the           
Securities, and may have bought the Securities for the Trust, thereby           
benefiting from such purchase. Oppenheimer currently provides equity            
research coverage on each of the stocks in the portfolio and may make           
research recommendations at a later date that may conflict with the             
portfolio selection for the Trust. Further, Oppenheimer may chose at any        
time to cease research coverage of any Security in the portfolio. In the        
future, Oppenheimer may seek to provide investment banking or other             
services to any of the issuers of the Securities. See the "Schedule of          
Investments" for specific information concerning Oppenheimer's                  
investment banking relationships and other matters relating to the              
Securities.                                                                     

Other. There are other risks involved with an investment in the Trust.          
This prospectus should be read carefully in its entirety prior to making        
an investment decision concerning the Trust.                                    

Portfolio Securities Descriptions                     

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Page 13                                                                         

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We have obtained the foregoing descriptions from third-party sources we         
deem reliable.                                                                  

Public Offering                     

The Public Offering Price.                                                      

Units will be purchased at the Public Offering Price, the price per Unit        
of which is comprised of the following:                                         

- The aggregate underlying value of the Securities;                             

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

- Dividends receivable on Securities; and                                       

- The maximum sales charge (which combines an initial upfront sales             
charge, a deferred sales charge and the creation and development fee).          

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

Although you are not required to pay for your Units until three business        
days following your order (the "date of settlement"), you may pay before        
then. You will become the owner of Units ("Record Owner") on the date of        
settlement if payment has been received. If you pay for your Units              
before the date of settlement, we may use your payment during this time         
and it may be considered a benefit to us, subject to the limitations of         
the Securities Exchange Act of 1934, as amended.                                

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

Minimum Purchase.                                                               

The minimum amount per account you can purchase of the Trust is                 
generally $1,000 worth of Units ($500 if you are purchasing Units for           
your Individual Retirement Account, Roth Individual Retirement Account,         
Education Individual Retirement Account or any other qualified                  
retirement plan), but such amounts may vary depending on your selling           
firm.                                                                           

Maximum Sales Charge.                                                           

The maximum sales charge is comprised of a transactional sales charge           
and a creation and development fee. After the initial offering period           
the maximum sales charge will be reduced by 0.50%, to reflect the amount        
of the previously charged creation and development fee.                         

Transactional Sales Charge.                                                     

The transactional sales charge you will pay has both an initial and a           
deferred component.                                                             

Initial Sales Charge. The initial sales charge, which you will pay at           
the time of purchase, is equal to the difference between the maximum            
sales charge of 2.95% of the Public Offering Price and the sum of the           
maximum remaining deferred sales charge and creation and development fee        
(initially $.195 per Unit). On the Initial Date of Deposit, the initial         
sales charge is equal to approximately 1.00% of the Public Offering             
Price of a Unit. Thereafter, it will vary from 1.00% depending on the           
purchase price of your Units and as deferred sales charge and creation          

Page 14                                                                         

and development fee payments are made. When the Public Offering Price           
exceeds $10.00 per Unit, the initial sales charge will exceed 1.00% of          
the Public Offering Price.                                                      

Monthly Deferred Sales Charge. In addition, three monthly deferred sales        
charge payments of approximately $.0484 per Unit will be deducted from          
the Trust's assets on approximately the twentieth day of each month from        
July 20, 2015 through September 18, 2015. If you buy Units at a price of        
less than $10.00 per Unit, the dollar amount of the deferred sales              
charge will not change, but the deferred sales charge on a percentage           
basis will be more than 1.45% of the Public Offering Price.                     

Creation and Development Fee.                                                   

As Sponsor, we will also receive, and the Unit holders will pay, a              
creation and development fee. See "Expenses and Charges" for a                  
description of the services provided for this fee. The creation and             
development fee is a charge of $.050 per Unit collected at the end of           
the initial offering period. If you buy Units at a price of less than           
$10.00 per Unit, the dollar amount of the creation and development fee          
will not change, but the creation and development fee on a percentage           
basis will be more than 0.50% of the Public Offering Price.                     

Discounts for Certain Persons.                                                  

The maximum sales charge is 2.95% per Unit and the maximum dealer               
concession is 2.25% per Unit. However, if you invest at least $50,000           
including any proceeds as described below (except if you are purchasing         
for "Fee Accounts" as described below), the maximum sales charge for the        
amount of the investment eligible to receive the reduced sales charge is        
reduced as follows:                                                             

 Your maximum     Dealer
If you invest                sales charge     concession                        
(in thousands):*             will be:         will be:                          
________________________________________________________                        
$50 but less than $100       2.70%              2.00%                           
$100 but less than $250      2.45%              1.75%                           
$250 but less than $500      2.20%              1.50%                           
$500 but less than $1,000    1.95%              1.25%                           
$1,000 or more               1.40%              0.75%                           

* The breakpoints will be adjusted to take into consideration purchase          
orders stated in dollars which cannot be completely fulfilled due to the        
requirement that only whole Units be issued.                                    

The reduced sales charge for quantity purchases will apply only to              
purchases not eligible for the Rollover, redemption or termination              
proceeds discount set forth below made by the same person on any one day        
from any one dealer. To help you reach the above levels, you can combine        
the Units you purchase of the Trust with any other same day purchases of        
other trusts for which we are Principal Underwriter and are currently in        
the initial offering period. In addition, we will also consider Units           
you purchase in the name of your spouse, or the equivalent if recognized        
under local law, or child (including step-children) under the age of 21         
living in the same household to be purchases by you. The reduced sales          
charges will also apply to a trustee or other fiduciary purchasing Units        
for a single trust estate or single fiduciary account including pension,        
profit sharing or employee benefit plans, as well as multiple-employee          
benefit plans of a single employer or affiliated employers (provided            
they are not aggregated with personal accounts). You must inform your           
dealer of any combined purchases before the sale in order to be eligible        
for the reduced sales charge.                                                   

You are entitled to use your Rollover proceeds from a previous series of        
the Trust, or redemption or termination proceeds from any unit                  
investment trust (regardless of who was sponsor) to purchase Units of           
the Trust during the initial offering period at the Public Offering             
Price less 1.00% (for purchases of $1,000,000 or more, the maximum sales        
charge will be limited to 1.40% of the Public Offering Price), but you          
will not be eligible to receive the reduced sales charges described in          
the above table with respect to such proceeds. Please note that if you          
purchase Units of the Trust in this manner using redemption proceeds            
from trusts which assess the amount of any remaining deferred sales             
charge at redemption, you should be aware that any deferred sales charge        
remaining on these units will be deducted from those redemption                 
proceeds. In order to be eligible to receive the reduced sales charge           
described in this paragraph, the trade date of the Rollover, redemption         
or termination resulting in the receipt of such proceeds must have              
occurred within 30 calendar days prior to your Unit purchase. In                
addition, this program will only be available for investors that utilize        
the same broker/dealer (or a different broker/dealer with appropriate           
notification) for both the Unit purchase and the transaction resulting          
in the receipt of the Rollover, termination or redemption proceeds used         
for the Unit purchase and such transaction must be from the same                
account. You may be required to provide appropriate documentation or            
other information to your broker/dealer to evidence your eligibility for        
this reduced sales charge program.                                              

If you are purchasing Units for an investment account, the terms of             
which provide that your registered investment advisor or registered             
broker/dealer (a) charges periodic fees in lieu of commissions; (b)             
charges for financial planning, investment advisory or asset management         
services; or (c) charges a comprehensive "wrap fee" or similar fee for          
these or comparable services ("Fee Accounts"), you will not be assessed         

Page 15                                                                         

the transactional sales charge described in this section on such                
purchases. These Units will be designated as Fee Account Units and,             
depending upon the purchase instructions we receive, assigned either a          
Fee Account Cash CUSIP Number, if you elect to have distributions paid          
to you, or a Fee Account Reinvestment CUSIP Number, if you elect to have        
distributions reinvested into additional Units of the Trust. Certain Fee        
Account Unit holders may be assessed transaction or other account fees          
on the purchase and/or redemption of such Units by their registered             
investment advisor, broker/dealer or other processing organizations for         
providing certain transaction or account activities. Fee Account Units          
are not available for purchase in the secondary market. We reserve the          
right to limit or deny purchases of Units not subject to the                    
transactional sales charge by investors whose frequent trading activity         
we determine to be detrimental to the Trust.                                    

Employees, officers and directors (and immediate family members) of the         
Sponsor, our related companies, and dealers and their affiliates will           
purchase Units at the Public Offering Price less the applicable dealer          
concession, subject to the policies of the related selling firm.                
Immediate family members include spouses, or the equivalent if                  
recognized under local law, children or step-children under the age of          
21 living in the same household, parents or step-parents and trustees,          
custodians or fiduciaries for the benefit of such persons. Only                 
employees, officers and directors of companies that allow their                 
employees to participate in this employee discount program are eligible         
for the discounts.                                                              

You will be charged the deferred sales charge per Unit regardless of any        
discounts. However, if you are eligible to receive a discount such that         
the maximum sales charge you must pay is less than the applicable               
maximum deferred sales charge, including Fee Account Units, you will be         
credited additional Units with a dollar value equal to the difference           
between your maximum sales charge and the maximum deferred sales charge         
at the time you buy your Units. If you elect to have distributions              
reinvested into additional Units of the Trust, in addition to the               
reinvestment Units you receive you will also be credited additional             
Units with a dollar value at the time of reinvestment sufficient to             
cover the amount of any remaining deferred sales charge and creation and        
development fee to be collected on such reinvestment Units. The dollar          
value of these additional credited Units (as with all Units) will               
fluctuate over time, and may be less on the dates deferred sales charges        
or the creation and development fee are collected than their value at           
the time they were issued.                                                      

The Value of the Securities.                                                    

The Evaluator will determine the aggregate underlying value of the              
Securities in the Trust as of the Evaluation Time on each business day          
and will adjust the Public Offering Price of the Units according to this        
valuation. This Public Offering Price will be effective for all orders          
received before the Evaluation Time on each such day. If we or the              
Trustee receive orders for purchases, sales or redemptions after that           
time, or on a day which is not a business day, they will be held until          
the next determination of price. The term "business day" as used in this        
prospectus shall mean any day on which the NYSE is open.                        

The aggregate underlying value of the Securities in the Trust will be           
determined as follows: if the Securities are listed on a national or            
foreign securities exchange or The NASDAQ Stock Market(R), their value          
shall generally be based on the closing sale price on the exchange or           
system which is the principal market therefore ("Primary Exchange"),            
which shall be deemed to be the NYSE if the Securities are listed               
thereon (unless the Evaluator deems such price inappropriate as the             
basis for evaluation). In the event a closing sale price on the Primary         
Exchange is not published, the Securities will be valued based on the           
last trade price on the Primary Exchange. If no trades occur on the             
Primary Exchange for a specific trade date, the value will be based on          
the closing sale price from, in the opinion of the Evaluator, an                
appropriate secondary exchange, if any. If no trades occur on the               
Primary Exchange or any appropriate secondary exchange on a specific            
trade date, the Evaluator will determine the value of the Securities            
using the best information available to the Evaluator, which may include        
the prior day's evaluated price. If the Security is an American                 
Depositary Receipt/ADR, Global Depositary Receipt/GDR or other similar          
security in which no trade occurs on the Primary Exchange or any                
appropriate secondary exchange on a specific trade date, the value will         
be based on the evaluated price of the underlying security, determined          
as set forth above, after applying the appropriate ADR/GDR ratio, the           
exchange rate and such other information which the Evaluator deems              
appropriate. For purposes of valuing Securities traded on The NASDAQ            
Stock Market(R), closing sale price shall mean the NASDAQ(R) Official           
Closing Price as determined by The NASDAQ Stock Market LLC. If the              
Securities are not so listed or, if so listed and the principal market          
therefore is other than on the Primary Exchange or any appropriate              
secondary exchange, the value shall generally be based on the current           
ask price on the over-the-counter market (unless the Evaluator deems            
such price inappropriate as a basis for evaluation). If current ask             
prices are unavailable, the value is generally determined (a) on the            

Page 16                                                                         

basis of current ask prices for comparable securities, (b) by appraising        
the value of the Securities on the ask side of the market, or (c) any           
combination of the above. If such prices are in a currency other than           
U.S. dollars, the value of such Security shall be converted to U.S.             
dollars based on current exchange rates (unless the Evaluator deems such        
prices inappropriate as a basis for evaluation). If the Evaluator deems         
a price determined as set forth above to be inappropriate as the basis          
for evaluation, the Evaluator shall use such other information available        
to the Evaluator which it deems appropriate as the basis for determining        
the value of a Security.                                                        

After the initial offering period is over, the aggregate underlying             
value of the Securities will be determined as set forth above, except           
that bid prices are used instead of ask prices when necessary.                  

Distribution of Units                     

We intend to qualify Units of the Trust for sale in a number of states.         
Units are available exclusively through Oppenheimer. All Units will be          
sold at the then current Public Offering Price.                                 

The Sponsor compensates intermediaries, such as broker/dealers and              
banks, which may include Oppenheimer, for their activities that are             
intended to result in sales of Units of the Trust. This compensation            
includes dealer concessions described in the following section and may          
include additional concessions and other compensation and benefits to           
broker/dealers and other intermediaries.                                        

Dealer Concessions.                                                             

Dealers and other selling agents can purchase Units at prices which             
reflect a concession or agency commission of 2.25% of the Public                
Offering Price per Unit, subject to the reduced concession applicable to        
volume purchases as set forth in "Public Offering-Discounts for Certain         
Persons." However, for Units subject to a transactional sales charge            
which are purchased using Rollover, redemption and/or termination               
proceeds, this amount will be reduced to 1.30% of the sales price of            
these Units (0.75% for purchases of $1,000,000 or more).                        

Eligible dealer firms and other selling agents who sell at least                
$15,000,000 of Trust Units during the initial offering period will be           
entitled to the following additional sales concessions with respect to          
total sales:                                                                    

Total Sales                               Additional                            
(in millions):                            Concession:                           
____________________________________________________                            
$15 but less than $25                     0.050%                                
$25 or more                               0.100%                                

In addition, eligible dealer firms and other selling agents who, during         
the previous consecutive 12-month period through the end of the most            
recent month, sold primary market units of unit investment trusts               
sponsored by us in the dollar amounts shown below will be entitled to           
the following additional sales concession on primary market sales of            
units during the current month of unit investment trusts sponsored by us:       

Total Sales                               Additional                            
(in millions):                            Concession:                           
_____________________________________________________                           
$25 but less than $100                    0.050%                                
$100 but less than $150                   0.075%                                
$150 but less than $250                   0.100%                                
$250 but less than $500                   0.115%                                
$500 but less than $750                   0.125%                                
$750 but less than $1,000                 0.130%                                
$1,000 but less than $1,500               0.135%                                
$1,500 but less than $2,000               0.140%                                
$2,000 but less than $3,000               0.150%                                
$3,000 but less than $4,000               0.160%                                
$4,000 but less than $5,000               0.170%                                
$5,000 or more                            0.175%                                

Dealers and other selling agents will not receive a concession on the           
sale of Units which are not subject to a transactional sales charge, but        
such Units will be included in determining whether the above volume             
sales levels are met. Eligible dealer firms and other selling agents            
include clearing firms that place orders with First Trust and provide           
First Trust with information with respect to the representatives who            
initiated such transactions. Eligible dealer firms and other selling            
agents will not include firms that solely provide clearing services to          
other broker/dealer firms or firms who place orders through clearing            
firms that are eligible dealers. We reserve the right to change the             
amount of concessions or agency commissions from time to time. Certain          
commercial banks may be making Units of the Trust available to their            
customers on an agency basis. A portion of the transactional sales              
charge paid by these customers is kept by or given to the banks in the          
amounts shown above.                                                            

Other Compensation and Benefits to Broker/Dealers.                              

The Sponsor, at its own expense and out of its own profits, currently           
provides additional compensation and benefits to broker/dealers, which          
may include Oppenheimer, who sell Units of this Trust and other First           
Trust products. This compensation is intended to result in additional           
sales of First Trust products and/or compensate broker/dealers and              

Page 17                                                                         

financial advisors for past sales. A number of factors are considered in        
determining whether to pay these additional amounts. Such factors may           
include, but are not limited to, the level or type of services provided         
by the intermediary, the level or expected level of sales of First Trust        
products by the intermediary or its agents, the placing of First Trust          
products on a preferred or recommended product list, access to an               
intermediary's personnel, and other factors. The Sponsor makes these            
payments for marketing, promotional or related expenses, including, but         
not limited to, expenses of entertaining retail customers and financial         
advisers, advertising, sponsorship of events or seminars, obtaining             
information about the breakdown of unit sales among an intermediary's           
representatives or offices, obtaining shelf space in broker/dealer firms        
and similar activities designed to promote the sale of the Sponsor's            
products. The Sponsor makes such payments to a substantial majority of          
intermediaries that sell First Trust products. The Sponsor may also make        
certain payments to, or on behalf of, intermediaries to defray a portion        
of their costs incurred for the purpose of facilitating Unit sales, such        
as the costs of developing or purchasing trading systems to process Unit        
trades. Payments of such additional compensation described in this and          
the preceding paragraph, some of which may be characterized as "revenue         
sharing," may create an incentive for financial intermediaries and their        
agents to sell or recommend a First Trust product, including the Trust,         
over products offered by other sponsors or fund companies. These                
arrangements will not change the price you pay for your Units.                  

Advertising and Investment Comparisons.                                         

Advertising materials regarding the Trust may discuss several topics,           
including: developing a long-term financial plan; working with your             
financial professional; the nature and risks of various investment              
strategies and unit investment trusts that could help you reach your            
financial goals; the importance of discipline; how the Trust operates;          
how securities are selected; various unit investment trust features such        
as convenience and costs; and options available for certain types of            
unit investment trusts. These materials may include descriptions of the         
principal businesses of the companies represented in the Trust, research        
analysis of why they were selected and information relating to the              
qualifications of the persons or entities providing the research                
analysis. In addition, they may include research opinions on the economy        
and industry sectors included and a list of investment products                 
generally appropriate for pursuing those recommendations.                       

The Sponsor's Profits                     

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

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

The Secondary Market                      

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

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

How We Purchase Units                     

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

Page 18                                                                         

Expenses and Charges                      

The estimated annual expenses of the Trust are listed under "Fee Table."        
If actual expenses of the Trust exceed the estimate, the Trust will bear        
the excess. The Trustee will pay operating expenses of the Trust from           
the Income Account if funds are available, and then from the Capital            
Account. The Income and Capital Accounts are non-interest-bearing to            
Unit holders, so the Trustee may earn interest on these funds, thus             
benefiting from their use.                                                      

First Trust Advisors L.P., an affiliate of ours, acts as Portfolio              
Supervisor and Evaluator and will be compensated for providing portfolio        
supervisory services and evaluation services as well as bookkeeping and         
other administrative services to the Trust. In providing portfolio              
supervisory services, the Portfolio Supervisor will purchase research           
services from a number of sources, which may include underwriters or            
dealers of the Trust. As Sponsor, we will receive brokerage fees when           
the Trust uses us (or an affiliate of ours) as agent in buying or               
selling Securities. As authorized by the Indenture, the Trustee may             
employ a subsidiary or affiliate of the Trustee to act as broker to             
execute certain transactions for the Trust. The Trust will pay for such         
services at standard commission rates.                                          

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

As Sponsor, we will receive a fee from the Trust for creating and               
developing the Trust, including determining the Trust's objectives,             
policies, composition and size, selecting service providers and                 
information services and for providing other similar administrative and         
ministerial functions. The "creation and development fee" is a charge of        
$.050 per Unit outstanding at the end of the initial offering period.           
The Trustee will deduct this amount from the Trust's assets as of the           
close of the initial offering period. We do not use this fee to pay             
distribution expenses or as compensation for sales efforts. This fee            
will not be deducted from your proceeds if you sell or redeem your Units        
before the end of the initial offering period.                                  

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

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

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

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

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

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

- Foreign custodial and transaction fees (which may include compensation        
paid to the Trustee or its subsidiaries or affiliates), if any; and/or          

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

The above expenses and the Trustee's annual fee are secured by a lien on        
the Trust. In addition, if there is not enough cash in the Income or            
Capital Account, the Trustee has the power to sell Securities to make           
cash available to pay these charges which may result in capital gains or        
losses to you. See "Tax Status."                                                

Tax Status                      

Federal Tax Matters.                                                            

This section summarizes some of the main U.S. federal income tax                
consequences of owning Units of the Trust. This section is current as of        
the date of this prospectus. Tax laws and interpretations change                
frequently, and these summaries do not describe all of the tax                  
consequences to all taxpayers. For example, except as specifically              
provided below, these summaries generally do not describe your situation        
if you are a corporation, a non-U.S. person, a broker/dealer, or other          
investor with special circumstances. In addition, this section may not          
describe your state, local or foreign tax consequences.                         

This federal income tax summary is based in part on the advice and              
opinion of counsel to the Sponsor. The Internal Revenue Service ("IRS")         
could disagree with any conclusions set forth in this section. In               
addition, our counsel was not asked to review, and has not reached a            
conclusion with respect to the federal income tax treatment of the              
assets to be deposited in the Trust. This may not be sufficient for you         
to use for the purpose of avoiding penalties under federal tax law.             

Page 19                                                                         

As with any investment, you should seek advice based on your individual         
circumstances from your own tax advisor.                                        

Trust Status.                                                                   

The Trust is considered a grantor trust under federal tax laws. In              
grantor trusts, investors are deemed for federal tax purposes, to own           
the underlying assets of the trust directly. All taxability issues are          
taken into account at the Unit holder level. Income passes through to           
Unit holders as realized by the Trust.                                          

Income is reported gross of expenses. Expenses are separately reported          
based on a percentage of distributions. Generally, the cash received by         
Unit holders is the net of income and expenses reported.                        

The grantor trust structure is a widely held fixed investment trust             
("WHFIT"), and falls under what is commonly referred to as the WHFIT            
regulations.                                                                    

If the Trust is at all times operated in accordance with the documents          
establishing the Trust and certain requirements of federal income tax           
law are met, the Trust will not be taxed as a corporation for federal           
income tax purposes. As a Unit owner, you will be treated as the owner          
of a pro rata portion of each of the Trust Assets, and as such you will         
be considered to have received a pro rata share of income (e.g.,                
dividends and capital gains, if any) from each Trust Asset when such            
income would be considered to be received by you if you directly owned          
the Trust Assets. As a result, you may be required to recognize for             
federal income tax purposes income with respect to the Trust Assets in          
one year even if you do not receive the corresponding distribution from         
the Trust, or do not receive the corresponding distribution from the            
Trust until a later year. This is also true even if you elect to have           
your distributions reinvested into additional Units. In addition, the           
income from Trust Assets that you must take into account for federal            
income tax purposes is not reduced by amounts used to pay sales charges         
or Trust expenses.                                                              

Under the "Health Care and Education Reconciliation Act of 2010," income        
from the Trust may also be subject to a 3.8% "Medicare tax." This tax           
will generally apply to your net investment income if your adjusted             
gross income exceeds certain threshold amounts, which are $250,000 in           
the case of married couples filing joint returns and $200,000 in the            
case of single individuals.                                                     

Assets of the Trust.                                                            

The Trust is expected to hold (i) shares of stock in corporations (the          
"Stocks") that are treated as equity for federal income tax purposes,           
and (ii) equity interests (the "REIT Shares") in REITs that constitute          
interests in entities treated as real estate investment trusts for              
federal income tax purposes.                                                    

It is possible that the Trust will also hold other assets, including            
assets that are treated differently for federal income tax purposes from        
those described above, in which case you will have federal income tax           
consequences different from or in addition to those described in this           
section. All of the assets held by the Trust constitute the "Trust              
Assets." Neither our counsel nor we have analyzed the proper federal            
income tax treatment of the Trust's Assets and thus neither our counsel         
nor we have reached a conclusion regarding the federal income tax               
treatment of the Trust's Assets.                                                

Income from the Trust.                                                          

Under the applicable federal income tax reporting rules relating to             
grantor trusts such as the Trust, the Trustee reports the income of the         
Trust to brokers and dealers (or if the Units are held directly by the          
investor, the investor) using factors that enable the broker or dealers         
to determine taxability. A Form 1099 is then generally issued reflecting        
the income as determined using the factors.                                     

Because the time income is recognized by the Trust may differ from the          
time a distribution is made to you, you may be required to recognize for        
federal income tax purposes income with respect to the Trust Assets in          
one year even if you do not receive the corresponding distribution from         
the Trust, or do not receive the corresponding distribution from the            
Trust until a later year.                                                       

Dividends from Stocks.                                                          

Ordinary income dividends received by an individual Unit holder from a          
grantor trust such as the Trust are generally taxed at the same rates           
that apply to net capital gain, as discussed below, provided certain            
holding period requirements are satisfied and provided the dividends are        
attributable to qualifying dividends received by the Trust itself.              
Dividends that do not meet these requirements will generally be taxed at        
ordinary income rates. The Trust will provide notice to its Unit holders        
of the amount of any distribution which may be taken into account as a          
dividend which is eligible for the capital gains tax rates.                     

Dividends from REIT shares.                                                     

Some dividends on the REIT Shares may be designated as "capital gain            
dividends," generally taxable to you as long-term capital gains. If you         
hold a Unit for six months or less or if your Trust holds a REIT Share          
for six months or less, any loss incurred by you related to the                 
disposition of such REIT Share will be treated as a long-term capital           
loss to the extent of any long-term capital gain distributions received         
(or deemed to have been received) with respect to such REIT Share.              
Distributions of income or capital gains declared on the REIT Shares in         
October, November or December will be deemed to have been paid to you on        
December 31 of the year they are declared, even when paid by the REIT           

Page 20                                                                         

during the following January. Ordinary income dividends would generally         
be subject to ordinary income tax rates. Certain dividends may be taxed         
at capital gains rates. The Trust will provide notice to its Unit               
holders of the amount of any distribution which may be taken into               
account as a dividend which is eligible for the capital gains tax rates.        

Dividends Received Deduction.                                                   

Generally, a domestic corporation owning Units in the Trust may be              
eligible for the dividends received deduction with respect to such Unit         
owner's pro rata portion of certain types of dividends received by the          
Trust. However, a corporation that owns Units generally will not be             
entitled to the dividends received deduction with respect to dividends          
from most foreign corporations.                                                 

Your Tax Basis and Income or Loss upon Disposition.                             

If the Trust disposes of Trust Assets, you will generally recognize gain        
or loss. If you dispose of your Units or redeem your Units for cash, you        
will also generally recognize gain or loss. To determine the amount of          
this gain or loss, you must subtract your tax basis in the related Trust        
Assets from your share of the total amount received in the transaction.         
You can generally determine your initial tax basis in each Trust Asset          
by apportioning the cost of your Units, including sales charges, among          
the Trust Assets ratably according to their values on the date you              
acquire your Units. In certain circumstances, however, you may have to          
use information, or factors, provided by the Trustee to adjust your tax         
basis after you acquire your Units (for example, in the case of certain         
corporate events affecting an issuer, such as stock splits or mergers,          
or in the case of certain dividends that exceed a corporation's                 
accumulated earnings and profits). Trusts that are grantor trusts               
provide basis information in the form of factors provided under the             
WHFIT regulations. Cost basis reporting will treat each security                
included in the portfolio of the Trust as a separate item.                      

If you reinvest the proceeds of a disposition of your Units or a                
disposition of assets by the Trust, all or a portion of any loss you may        
recognize on the disposition may be disallowed if your reinvestment is          
in stocks held directly or indirectly through the Trust.                        

If you are an individual, the maximum marginal federal tax rate for net         
capital gain is generally 20% (0% for certain taxpayers in the 10% or           
15% tax brackets). An additional 3.8% "Medicare tax" may also apply to          
gain from the sale or redemption of Units of the Trust, subject to the          
income thresholds as described above.                                           

Net capital gain equals net long-term capital gain minus net short-term         
capital loss for the taxable year. Capital gain or loss is long-term if         
the holding period for the asset is more than one year and is short-term        
if the holding period for the asset is one year or less. You must               
exclude the date you purchase your Units to determine your holding              
period. The tax rates for capital gains realized from assets held for           
one year or less are generally the same as for ordinary income. The             
Internal Revenue Code, however, treats certain capital gains as ordinary        
income in special situations. Capital gain received from assets held for        
more than one year that is considered "unrecaptured section 1250 gain"          
(which may be the case, for example, with some capital gains                    
attributable to the REITs included in the Trust) is taxed at a maximum          
stated tax rate of 25%. In the case of capital gains dividends, the             
determination of which portion of the capital gains dividend, if any, is        
subject to the 25% tax rate, will be made based on rules prescribed by          
the United States Treasury.                                                     

In-Kind Distributions.                                                          

Under certain circumstances as described in this prospectus, you may            
request an In-Kind Distribution of Trust Assets when you redeem your            
Units at any time prior to 30 business days before the Trust's Mandatory        
Termination Date. However, this ability to request an In-Kind                   
Distribution will terminate at any time that the number of outstanding          
Units has been reduced to 10% or less of the highest number of Units            
issued by the Trust. By electing to receive an In-Kind Distribution, you        
will receive Trust Assets plus, possibly, cash. YOU WILL NOT RECOGNIZE          
GAIN OR LOSS IF YOU ONLY RECEIVE WHOLE TRUST ASSETS IN EXCHANGE FOR THE         
IDENTICAL AMOUNT OF YOUR PRO RATA PORTION OF THE SAME TRUST ASSETS HELD         
BY THE TRUST. However, if you also receive cash in exchange for a Trust         
Asset or a fractional portion of a Trust Asset, you will generally              
recognize gain or loss based on the difference between the amount of            
cash you receive and your tax basis in such Trust Asset or fractional           
portion.                                                                        

Rollovers.                                                                      

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

Limitations on the Deductibility of Trust Expenses.                             

Generally, for federal income tax purposes, you must take into account          
your full pro rata share of your Trust's income, even if some of that           
income is used to pay Trust expenses. You may deduct your pro rata share        

Page 21                                                                         

of each expense paid by your Trust to the same extent as if you directly        
paid the expense. You may be required to treat some or all of the               
expenses of your Trust as miscellaneous itemized deductions. Individuals        
may only deduct certain miscellaneous itemized deductions to the extent         
they exceed 2% of adjusted gross income. Some individuals may also be           
subject to the phase-out of itemized deductions depending upon their            
income.                                                                         

Foreign, State and Local Taxes.                                                 

Some distributions by the Trust may be subject to foreign withholding           
taxes. Any income withheld will still be treated as income to you. Under        
the grantor trust rules, you are considered to have paid directly your          
share of any foreign taxes that are paid. Therefore, for U.S. tax               
purposes, you may be entitled to a foreign tax credit or deduction for          
those foreign taxes.                                                            

Distributions may be subject to a U.S. withholding tax of 30% in the            
case of distributions to or dispositions by (i) certain non-U.S.                
financial institutions that have not entered into an agreement with the         
U.S. Treasury to collect and disclose certain information and are not           
resident in a jurisdiction that has entered into such an agreement with         
the U.S. Treasury and (ii) certain other non-U.S. entities that do not          
provide certain certifications and information about the entity's U.S.          
owners. Dispositions of Units by such persons may be subject to such            
withholding after December 31, 2016. You should also consult your tax           
advisor with respect to other U.S. tax withholding and reporting                
requirements.                                                                   

If any U.S. investor is treated as owning directly or indirectly 10% or         
more of the combined voting power of the stock of a foreign corporation,        
and all U.S. shareholders of that corporation collectively own more than        
50% of the vote or value of the stock of that corporation, the foreign          
corporation may be treated as a controlled foreign corporation (a               
"CFC"). If you own 10% or more of a CFC (through the Trust and in               
combination with your other investments), or possibly if the Trust owns         
10% or more of a CFC, you will be required to include certain types of          
the CFC's income in your taxable income for federal income tax purposes         
whether or not such income is distributed to the Trust or to you.               

A foreign corporation will generally be treated as a passive foreign            
investment company (a "PFIC") if 75% or more of its income is passive           
income or if 50% or more of its assets are held to produce passive              
income. If the Trust purchases shares in a PFIC, you may be subject to          
U.S. federal income tax on a portion of certain distributions or on             
gains from the disposition of such shares at rates that were applicable         
in prior years and any gain may be recharacterized as ordinary income           
that is not eligible for the lower net capital gains tax rate.                  
Additional charges in the nature of interest may also be imposed on you.        
Certain elections may be available with respect to PFICs that would             
limit these consequences. However, these elections would require you to         
include certain income of the PFIC in your taxable income even if not           
distributed to the Trust or to you, or require you to annually recognize        
as ordinary income any increase in the value of the shares of the PFIC,         
thus requiring you to recognize income for federal income tax purposes          
in excess of your actual distributions from PFICs and proceeds from             
dispositions of PFIC stock during a particular year. Dividends paid by          
PFICs will not be eligible to be taxed at the net capital gains tax rate.       

Based on the advice of Carter Ledyard & Milburn, LLP, special counsel to        
the Trust for New York tax matters, under the existing income tax laws          
of the State and City of New York, assuming that the Trust is not               
treated as a corporation for federal income tax purposes, the Trust will        
not be taxed as a corporation for New York State and New York City tax          
purposes, and the income of the Trust will be treated as the income of          
the Unit holders in the same manner as for federal income tax purposes.         
You should consult your tax advisor regarding potential foreign, state          
or local taxation with respect to your Units.                                   

Foreign Investors.                                                              

Distributions by the Trust that are treated as U.S. source income (e.g.,        
dividends received on Stocks of domestic corporations) will generally be        
subject to U.S. income taxation and withholding in the case of Units            
held by nonresident alien individuals, foreign corporations or other non        
U.S. persons, subject to any applicable treaty. If you are a foreign            
investor (i.e., an investor other than a U.S. citizen or resident or a          
U.S. corporation, partnership, estate or trust), you may not be subject         
to U.S. federal income taxes, including withholding taxes, on some or           
all of the income from the Trust or on any gain from the sale or                
redemption of your Units, provided that certain conditions are met. You         
should consult your tax advisor with respect to the conditions you must         
meet in order to be exempt for U.S. tax purposes. You should also               
consult your tax advisor with respect to other U.S. tax withholding and         
reporting requirements. After December 31, 2016, proceeds from the              
disposition of Units and the allocation of proceeds from the sale of            
Securities may also be subject to withholding unless certain conditions         
are met.                                                                        

Retirement Plans                      

You may purchase Units of the Trust for:                                        

- Individual Retirement Accounts;                                               

- Keogh Plans;                                                                  

Page 22                                                                         

- Pension funds; and                                                            

- Other tax-deferred retirement plans.                                          

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

Rights of Unit Holders                      

Unit Ownership.                                                                 

Ownership of Units will not be evidenced by certificates. If you                
purchase or hold Units through a broker/dealer or bank, your ownership          
of Units will be recorded in book-entry form at the Depository Trust            
Company ("DTC") and credited on its records to your broker/dealer's or          
bank's DTC account. Transfer of Units will be accomplished by book              
entries made by DTC and its participants if the Units are registered to         
DTC or its nominee, Cede & Co. DTC will forward all notices and credit          
all payments received in respect of the Units held by the DTC                   
participants. You will receive written confirmation of your purchases           
and sales of Units from the broker/dealer or bank through which you made        
the transaction. You may transfer your Units by contacting the                  
broker/dealer or bank through which you hold your Units.                        

Unit Holder Reports.                                                            

The Trustee will prepare a statement detailing the per Unit amounts (if         
any) distributed from the Income Account and Capital Account in                 
connection with each distribution. In addition, at the end of each              
calendar year, the Trustee will prepare a statement which contains the          
following information:                                                          

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

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

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

- Amounts of income and capital distributed during the year.                    

It is the responsibility of the entity through which you hold your Units        
to distribute these statements to you. In addition, you may also request        
from the Trustee copies of the evaluations of the Securities as prepared        
by the Evaluator to enable you to comply with applicable federal and            
state tax reporting requirements.                                               

Income and Capital Distributions                      

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

The Trustee will distribute money from the Income and Capital Accounts          
on the twenty-fifth day of each month to Unit holders of record on the          
tenth day of such month. However, the Trustee will not distribute money         
if the aggregate amount in the Income and Capital Accounts, exclusive of        
sale proceeds, equals less than 0.1% of the net asset value of the              
Trust. Undistributed money in the Income and Capital Accounts will be           
distributed in the next month in which the aggregate amount available           
for distribution, exclusive of sale proceeds, exceeds 0.1% of the net           
asset value of the Trust. The Trustee will distribute sale proceeds in          
the Capital Account, net of amounts designated to meet redemptions, pay         
the deferred sales charge and creation and development fee, and pay             
expenses, on the twenty-fifth day of each month to Unit holders of              
record on the tenth day of such month provided the amount equals at             
least $1.00 per 100 Units.                                                      

Upon termination of the Trust for remaining Unit holders, amounts in the        
Income and Capital Accounts will be distributed to Unit holders. See            
"Summary of Essential Information." No income distribution will be paid         
if accrued expenses of the Trust exceed amounts in the Income Account on        
the Distribution Dates. Distribution amounts will vary with changes in          
the Trust's fees and expenses, in dividends received and with the sale          
of Securities.                                                                  

If the Trustee does not have your TIN, it is required to withhold a             
certain percentage of your distribution and deliver such amount to the          
IRS. You may recover this amount by giving your TIN to the Trustee, or          
when you file a tax return. However, you should check your statements to        
make sure the Trustee has your TIN to avoid this "back-up withholding."         

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

Within a reasonable time after the Trust is terminated, unless you are a        
Rollover Unit holder, you will receive the pro rata share of the money          

Page 23                                                                         

from the sale of the Securities. All Unit holders will receive a pro            
rata share of any other assets remaining in your Trust after deducting          
any unpaid expenses.                                                            

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

Distribution Reinvestment Option. You may elect to have each                    
distribution of income and/or capital reinvested into additional Units          
of the Trust by notifying your broker/dealer or bank within the time            
period required by such entities so that they can notify the Trustee of         
your election at least 10 days before any Record Date. Each later               
distribution of income and/or capital on your Units will be reinvested          
by the Trustee into additional Units of such Trust. There is no sales           
charge on Units acquired through the Distribution Reinvestment Option,          
as discussed under "Public Offering." This option may not be available          
in all states. Each reinvestment plan is subject to availability or             
limitation by the Sponsor and each broker/dealer or selling firm. The           
Sponsor or broker/dealers may suspend or terminate the offering of a            
reinvestment plan at any time. Because the Trust may begin selling              
Securities nine business days prior to the Mandatory Termination Date,          
reinvestment is not available during this period. Please contact your           
financial professional for additional information.  PLEASE NOTE THAT            
EVEN IF YOU REINVEST DISTRIBUTIONS, THEY ARE STILL CONSIDERED                   
DISTRIBUTIONS FOR INCOME TAX PURPOSES.                                          

Redeeming Your Units                      

You may redeem all or a portion of your Units at any time by sending a          
request for redemption to your broker/dealer or bank through which you          
hold your Units. No redemption fee will be charged, but you are                 
responsible for any governmental charges that apply. Certain                    
broker/dealers may charge a transaction fee for processing redemption           
requests. Three business days after the day you tender your Units (the          
"Date of Tender") you will receive cash in an amount for each Unit equal        
to the Redemption Price per Unit calculated at the Evaluation Time on           
the Date of Tender.                                                             

The Date of Tender is considered to be the date on which your redemption        
request is received by the Trustee from the broker/dealer or bank               
through which you hold your Units (if such day is a day the NYSE is open        
for trading). However, if the redemption request is received after 4:00         
p.m. Eastern time (or after any earlier closing time on a day on which          
the NYSE is scheduled in advance to close at such earlier time), the            
Date of Tender is the next day the NYSE is open for trading.                    

Any amounts paid on redemption representing income will be withdrawn            
from the Income Account if funds are available for that purpose, or from        
the Capital Account. All other amounts paid on redemption will be taken         
from the Capital Account. The IRS will require the Trustee to withhold a        
portion of your redemption proceeds if the Trustee does not have your           
TIN as generally discussed under "Income and Capital Distributions."            

If you tender for redemption at least 2,500 Units, or such larger amount        
as required by your broker/dealer or bank, rather than receiving cash,          
you may elect to receive an In-Kind Distribution in an amount equal to          
the Redemption Price per Unit by making this request to your                    
broker/dealer or bank at the time of tender. However, to be eligible to         
participate in the In-Kind Distribution option at redemption, Unit              
holders must hold their Units through the end of the initial offering           
period. No In-Kind Distribution requests submitted during the 30                
business days prior to the Trust's Mandatory Termination Date will be           
honored. Where possible, the Trustee will make an In-Kind Distribution          
by distributing each of the Securities in book-entry form to your bank's        
or broker/dealer's account at DTC. The Trustee will subtract any                
customary transfer and registration charges from your In-Kind                   
Distribution. As a tendering Unit holder, you will receive your pro rata        
number of whole shares of Securities that make up the portfolio, and            
cash from the Capital Account equal to the fractional shares to which           
you are entitled.                                                               

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

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

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

- If the SEC determines that trading on the NYSE is restricted or that          
an emergency exists making sale or evaluation of the Securities not             
reasonably practical; or                                                        

- For any other period permitted by SEC order.                                  

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

Page 24                                                                         

The Redemption Price.                                                           

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

adding                                                                          

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

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

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

deducting                                                                       

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

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

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

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

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

6. other liabilities incurred by the Trust; and                                 

dividing                                                                        

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

Any remaining deferred sales charge on the Units when you redeem them           
will be deducted from your redemption proceeds. In addition, until they         
are collected, the Redemption Price per Unit will include estimated             
organization costs as set forth under "Fee Table."                              

Investing in a New Trust                      

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

If you wish to have the proceeds from your Units rolled into a New Trust        
you must notify the broker/dealer where your Units are held of your             
election prior to that firm's cut-off date. If you make this election           
you will be considered a "Rollover Unit holder."                                

Once all of the Securities are sold in connection with the termination          
of the Trust, as described in "Amending or Terminating the Indenture,"          
your proceeds, less any brokerage fees, governmental charges or other           
expenses involved in the sales, will be used to buy units of a New Trust        
or trust with a similar investment strategy that you have selected,             
provided such trusts are registered and being offered. Accordingly,             
proceeds may be uninvested for up to several days. Units purchased with         
rollover proceeds will generally be purchased subject to the maximum            
remaining deferred sales charge and creation and development fee on such        
units (currently expected to be $.195 per unit), but not the initial            
sales charge. Units purchased using proceeds from Fee Account Units will        
generally not be subject to any transactional sales charge.                     

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

Please note that there are certain tax consequences associated with             
becoming a Rollover Unit holder. See "Tax Status." We may modify, amend         
or terminate this rollover option upon 60 days notice.                          

Removing Securities from the Trust                      

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

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

- Any action or proceeding prevents the payment of dividends;                   

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

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

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

- There has been a public tender offer made for a Security or a merger          
or acquisition is announced affecting a Security, and that in our               
opinion the sale or tender of the Security is in the best interest of           
Unit holders;                                                                   

Page 25                                                                         

- The sale of Securities is necessary or advisable (i) in order to              
maintain the qualification of the Trust as a "regulated investment              
company" or (ii) to provide funds to make any distribution for a taxable        
year in order to avoid imposition of any income or excise taxes on              
undistributed income in the Trust;                                              

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

- As a result of the ownership of the Security, the Trust or its Unit           
holders would be a direct or indirect shareholder of a passive foreign          
investment company; or                                                          

- The sale of the Security is necessary for the Trust to comply with            
such federal and/or state securities laws, regulations and/or regulatory        
actions and interpretations which may be in effect from time to time.           

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

The Trustee may sell Securities designated by us, or, absent our                
direction, at its own discretion, in order to meet redemption requests          
or pay expenses. In designating Securities to be sold, we will try to           
maintain the proportionate relationship among the Securities. If this is        
not possible, the composition and diversification of the Trust may be           
changed.                                                                        

Amending or Terminating the Indenture                     

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

- To cure ambiguities;                                                          

- To correct or supplement any defective or inconsistent provision;             

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

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

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

- Upon the consent of 100% of the Unit holders of the Trust;                    

- If the value of the Securities owned by the Trust as shown by any             
evaluation is less than the lower of $2,000,000 or 20% of the total             
value of Securities deposited in the Trust during the initial offering          
period ("Discretionary Liquidation Amount"); or                                 

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

If the Trust is terminated due to this last reason, we will refund your         
entire sales charge; however, termination of the Trust before the               
Mandatory Termination Date for any other stated reason will result in           
all remaining unpaid deferred sales charges on your Units being deducted        
from your termination proceeds. For various reasons, the Trust may be           
reduced below the Discretionary Liquidation Amount and could therefore          
be terminated before the Mandatory Termination Date.                            

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

If you do not elect to participate in the Rollover Option, you will             
receive a cash distribution from the sale of the remaining Securities,          
along with your interest in the Income and Capital Accounts, within a           

Page 26                                                                         

reasonable time after the Trust is terminated. The Trustee will deduct          
from the Trust any accrued costs, expenses, advances or indemnities             
provided for by the Indenture, including estimated compensation of the          
Trustee and costs of liquidation and any amounts required as a reserve          
to pay any taxes or other governmental charges.                                 

Information on
Oppenheimer & Co. Inc., 
the Sponsor, Trustee and Evaluator

Oppenheimer & Co. Inc.                                                          

The sale of Units in the Top Picks May 2015 Portfolio is being offered          
by Oppenheimer & Co. Inc. ("Oppenheimer"). Oppenheimer, a registered            
broker/dealer and a registered investment adviser, is located at 85             
Broad Street, New York, New York 10004. Oppenheimer transacts business          
on all principal exchanges and is a member of the Securities Investor           
Protection Corporation ("SIPC"). Oppenheimer and its affiliates are not         
liable for any information in this prospectus which they did not provide        
expressly for inclusion herein.                                                 

The Sponsor.                                                                    

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

- The First Trust Combined Series                                               

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

- The First Trust Insured Corporate Trust                                       

- The First Trust of Insured Municipal Bonds                                    

- The First Trust GNMA                                                          

The First Trust product line commenced with the first insured unit              
investment trust in 1974. To date we have deposited more than $280              
billion in First Trust unit investment trusts. Our employees include a          
team of professionals with many years of experience in the unit                 
investment trust industry.                                                      

We are a member of FINRA and SIPC. Our principal offices are at 120 East        
Liberty Drive, Wheaton, Illinois 60187; telephone number 800-621-1675.          
As of December 31, 2014, the total consolidated partners' capital of            
First Trust Portfolios L.P. and subsidiaries was $54,052,619 (audited).         

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

Code of Ethics. The Sponsor and the Trust have adopted a code of ethics         
requiring the Sponsor's employees who have access to information on             
Trust transactions to report personal securities transactions. The              
purpose of the code is to avoid potential conflicts of interest and to          
prevent fraud, deception or misconduct with respect to the Trust.               

The Trustee.                                                                    

The Trustee is The Bank of New York Mellon, a trust company organized           
under the laws of New York. The Bank of New York Mellon has its unit            
investment trust division offices at 101 Barclay Street, New York, New          
York 10286, telephone 800-813-3074. If you have questions regarding your        
account or your Trust, please contact the Trustee at its unit investment        
trust division offices or your financial adviser. The Sponsor does not          
have access to individual account information. The Bank of New York             
Mellon is subject to supervision and examination by the Superintendent          
of the New York State Department of Financial Services and the Board of         
Governors of the Federal Reserve System, and its deposits are insured by        
the Federal Deposit Insurance Corporation to the extent permitted by law.       

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

Limitations of Liabilities of Sponsor and Trustee.                              

Neither we nor the Trustee will be liable for taking any action or for          
not taking any action in good faith according to the Indenture. We will         
also not be accountable for errors in judgment. We will only be liable          
for our own willful misfeasance, bad faith, gross negligence (ordinary          
negligence in the Trustee's case) or reckless disregard of our                  
obligations and duties. The Trustee is not liable for any loss or               
depreciation when the Securities are sold. If we fail to act under the          
Indenture, the Trustee may do so, and the Trustee will not be liable for        
any action it takes in good faith under the Indenture.                          

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

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

Page 27                                                                         

- Appoint a successor sponsor, paying them a reasonable rate not more           
than that stated by the SEC;                                                    

- Terminate the Indenture and liquidate the Trust; or                           

- Continue to act as Trustee without terminating the Indenture.                 

The Evaluator.                                                                  

The Evaluator is First Trust Advisors L.P., an Illinois limited                 
partnership formed in 1991 and an affiliate of the Sponsor. The                 
Evaluator's address is 120 East Liberty Drive, Wheaton, Illinois 60187.         

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

Other Information                     

Legal Opinions.                                                                 

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

Experts.                                                                        

The Trust's statement of net assets, including the schedule of                  
investments, as of the opening of business on the Initial Date of               
Deposit included in this prospectus, has been audited by Deloitte &             
Touche LLP, an independent registered public accounting firm, as stated         
in their report appearing herein, and is included in reliance upon the          
report of such firm given upon their authority as experts in accounting         
and auditing.                                                                   

Supplemental Information.                                                       

If you write or call the Sponsor, you will receive free of charge               
supplemental information about this Series, which has been filed with           
the SEC and to which we have referred throughout. This information              
states more specific details concerning the nature, structure and risks         
of this product.                                                                

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Page 31                                                                         

First Trust(R)        

Top Picks May 2015 Portfolio        
FT 5518       

Sponsor:        

First Trust Portfolios L.P.       
Member SIPC o Member FINRA        
120 East Liberty Drive        
Wheaton, Illinois 60187       
800-621-1675        

Trustee:        

The Bank of New York Mellon       

101 Barclay Street        
New York, New York 10286        
800-813-3074        
24-Hour Pricing Line:       
800-446-0132        
Please refer to the "Summary of Essential Information" for the Product
Code. 

________________________

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

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

________________________

This prospectus contains information relating to the above-mentioned
unit investment trust, but does not contain all of the information about
this investment company as filed with the SEC in Washington, D.C. under 
the:

- Securities Act of 1933 (file no. 333-203605) and    

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

Information about the Trust, including its Code of Ethics, can be 
reviewed and copied at the SEC's Public Reference Room in Washington
D.C. Information regarding the operation of the SEC's Public Reference
Room may be obtained by calling the SEC at 202-942-8090.

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

To obtain copies at prescribed rates -        

Write: Public Reference Section of the SEC
100 F Street, N.E.          
Washington, D.C. 20549      
e-mail address: publicinfo@sec.gov                          

May __, 2015        

PLEASE RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE        

Page 32                                                                         

First Trust(R)        

The FT Series       

Information Supplement        

This Information Supplement provides additional information concerning          
the structure, operations and risks of the unit investment trust                
contained in FT 5518 not found in the prospectus for the Trust. This            
Information Supplement is not a prospectus and does not include all of          
the information you should consider before investing in the Trust. This         
Information Supplement should be read in conjunction with the prospectus        
for the Trust in which you are considering investing.                           

This Information Supplement is dated May __, 2015. Capitalized terms            
have been defined in the prospectus.                                            

Table of Contents       

Risk Factors                                                                    
Securities                                                   1            
Dividends                                                    1            
REITs                                                        1            
Foreign Issuers                                              3            
Small and/or Mid Capitalization Companies                    4            

Risk Factors                                                                    

Securities. An investment in Units should be made with an understanding         
of the risks which an investment in common stocks entails, including the        
risk that the financial condition of the issuers of the Securities or           
the general condition of the relevant stock market may worsen, and the          
value of the Securities and therefore the value of the Units may                
decline. Common stocks are especially susceptible to general stock              
market movements and to volatile increases and decreases of value, as           
market confidence in and perceptions of the issuers change. These               
perceptions are based on unpredictable factors, including expectations          
regarding government, economic, monetary and fiscal policies, inflation         
and interest rates, economic expansion or contraction, and global or            
regional political, economic or banking crises. Both U.S. and foreign           
markets have experienced substantial volatility and significant declines        
recently as a result of certain or all of these factors.                        

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

REITs. Certain of the Securities in the Trust are issued by REITs. An           
investment in Units of the Trust should be made with an understanding of        
risks inherent in an investment in REITs specifically and real estate           
generally (in addition to securities market risks). Generally, these            
include economic recession, the cyclical nature of real estate markets,         
competitive overbuilding, unusually adverse weather conditions, changing        
demographics, changes in governmental regulations (including tax laws           
and environmental, building, zoning and sales regulations), increases in        
real estate taxes or costs of material and labor, the inability to              

Page 1                                                                          

secure performance guarantees or insurance as required, the                     
unavailability of investment capital and the inability to obtain                
construction financing or mortgage loans at rates acceptable to builders        
and purchasers of real estate. Additional risks include an inability to         
reduce expenditures associated with a property (such as mortgage                
payments and property taxes) when rental revenue declines, and possible         
loss upon foreclosure of mortgaged properties if mortgage payments are          
not paid when due.                                                              

REITs are financial vehicles that have as their objective the pooling of        
capital from a number of investors in order to participate directly in          
real estate ownership or financing. REITs are generally fully integrated        
operating companies that have interests in income-producing real estate.        
Equity REITs emphasize direct property investment, holding their                
invested assets primarily in the ownership of real estate or other              
equity interests. REITs obtain capital funds for investment in                  
underlying real estate assets by selling debt or equity securities in           
the public or institutional capital markets or by bank borrowing. Thus,         
the returns on common equities of REITs will be significantly affected          
by changes in costs of capital and, particularly in the case of highly          
"leveraged" REITs (i.e., those with large amounts of borrowings                 
outstanding), by changes in the level of interest rates. The objective          
of an equity REIT is to purchase income-producing real estate properties        
in order to generate high levels of cash flow from rental income and a          
gradual asset appreciation, and they typically invest in properties such        
as office, retail, industrial, hotel and apartment buildings and                
healthcare facilities.                                                          

REITs are a creation of the tax law. REITs essentially operate as a             
corporation or business trust with the advantage of exemption from              
corporate income taxes provided the REIT satisfies the requirements of          
Sections 856 through 860 of the Internal Revenue Code. The major tests          
for tax-qualified status are that the REIT (i) be managed by one or more        
trustees or directors, (ii) issue shares of transferable interest to its        
owners, (iii) have at least 100 shareholders, (iv) have no more than 50%        
of the shares held by five or fewer individuals, (v) invest                     
substantially all of its capital in real estate related assets and              
derive substantially all of its gross income from real estate related           
assets and (vi) distributed at least 95% of its taxable income to its           
shareholders each year. If a REIT should fail to qualify for such tax           
status, the related shareholders (including such Trust) could be                
adversely affected by the resulting tax consequences.                           

The underlying value of the Securities and a Trust's ability to make            
distributions to Unit holders may be adversely affected by changes in           
national economic conditions, changes in local market conditions due to         
changes in general or local economic conditions and neighborhood                
characteristics, increased competition from other properties,                   
obsolescence of property, changes in the availability, cost and terms of        
mortgage funds, the impact of present or future environmental                   
legislation and compliance with environmental laws, the ongoing need for        
capital improvements, particularly in older properties, changes in real         
estate tax rates and other operating expenses, regulatory and economic          
impediments to raising rents, adverse changes in governmental rules and         
fiscal policies, dependency on management skill, civil unrest, acts of          
God, including earthquakes, fires and other natural disasters (which may        
result in uninsured losses), acts of war, adverse changes in zoning             
laws, and other factors which are beyond the control of the issuers of          
REITs. The value of REITs may at times be particularly sensitive to             
devaluation in the event of rising interest rates.                              

REITs may concentrate investments in specific geographic areas or in            
specific property types, i.e., hotels, shopping malls, residential              
complexes, office buildings and timberlands. The impact of economic             
conditions on REITs can also be expected to vary with geographic                
location and property type. Investors should be aware that REITs may not        
be diversified and are subject to the risks of financing projects. REITs        
are also subject to defaults by borrowers, self-liquidation, the                
market's perception of the REIT industry generally, and the possibility         
of failing to qualify for pass-through of income under the Internal             
Revenue Code, and to maintain exemption from the Investment Company Act         
of 1940. A default by a borrower or lessee may cause a REIT to                  
experience delays in enforcing its right as mortgagee or lessor and to          
incur significant costs related to protecting its investments. In               
addition, because real estate generally is subject to real property             
taxes, REITs may be adversely affected by increases or decreases in             
property tax rates and assessments or reassessments of the properties           
underlying REITs by taxing authorities. Furthermore, because real estate        
is relatively illiquid, the ability of REITs to vary their portfolios in        
response to changes in economic and other conditions may be limited and         
may adversely affect the value of the Units. There can be no assurance          
that any REIT will be able to dispose of its underlying real estate             
assets when advantageous or necessary.                                          

The issuer of REITs generally maintains comprehensive insurance on              
presently owned and subsequently acquired real property assets,                 
including liability, fire and extended coverage. However, certain types         
of losses may be uninsurable or not be economically insurable as to             
which the underlying properties are at risk in their particular locales.        
There can be no assurance that insurance coverage will be sufficient to         
pay the full current market value or current replacement cost of any            
lost investment. Various factors might make it impracticable to use             

Page 2                                                                          

insurance proceeds to replace a facility after it has been damaged or           
destroyed. Under such circumstances, the insurance proceeds received by         
a REIT might not be adequate to restore its economic position with              
respect to such property.                                                       

Under various environmental laws, a current or previous owner or                
operator of real property may be liable for the costs of removal or             
remediation of hazardous or toxic substances on, under or in such               
property. Such laws often impose liability whether or not the owner or          
operator caused or knew of the presence of such hazardous or toxic              
substances and whether or not the storage of such substances was in             
violation of a tenant's lease. In addition, the presence of hazardous or        
toxic substances, or the failure to remediate such property properly,           
may adversely affect the owner's ability to borrow using such real              
property as collateral. No assurance can be given that REITs may not be         
presently liable or potentially liable for any such costs in connection         
with real estate assets they presently own or subsequently acquire.             

Foreign Issuers. The following section applies to individual Trusts             
which contain Securities issued by, or invest in securities issued by,          
foreign entities. Certain of the Securities in the Trust are issued by          
foreign entities. Since certain of the Securities in the Trust consist          
of, or invest in, securities issued by foreign entities, an investment          
in the Trust involves certain investment risks that are different in            
some respects from an investment in a trust which invests solely in the         
securities of domestic entities. These investment risks include future          
political or governmental restrictions which might adversely affect the         
payment or receipt of payment of dividends on the relevant Securities,          
the possibility that the financial condition of the issuers of the              
Securities may become impaired or that the general condition of the             
relevant stock market may worsen (both of which would contribute                
directly to a decrease in the value of the Securities and thus in the           
value of the Units), the limited liquidity and relatively small market          
capitalization of the relevant securities market, expropriation or              
confiscatory taxation, economic uncertainties and foreign currency              
devaluations and fluctuations. In addition, for foreign issuers that are        
not subject to the reporting requirements of the Securities Exchange Act        
of 1934, as amended, there may be less publicly available information           
than is available from a domestic issuer. Also, foreign issuers are not         
necessarily subject to uniform accounting, auditing and financial               
reporting standards, practices and requirements comparable to those             
applicable to domestic issuers. The securities of many foreign issuers          
are less liquid and their prices more volatile than securities of               
comparable domestic issuers. In addition, fixed brokerage commissions           
and other transaction costs on foreign securities exchanges are                 
generally higher than in the United States and there is generally less          
government supervision and regulation of exchanges, brokers and issuers         
in foreign countries than there is in the United States. However, due to        
the nature of the issuers of the Securities selected for the Trust, the         
Sponsor believes that adequate information will be available to allow           
the Supervisor to provide portfolio surveillance for the Trust.                 

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

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

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

Foreign securities generally have not been registered under the                 
Securities Act of 1933 and may not be exempt from the registration              
requirements of such Act. Sales of non-exempt Securities by the Trust in        
the United States securities markets are subject to severe restrictions         
and may not be practicable. Accordingly, sales of these Securities by           
the Trust will generally be effected only in foreign securities markets.        
Although the Sponsor does not believe that the Trust will encounter             

Page 3                                                                          

obstacles in disposing of the Securities, investors should realize that         
the Securities may be traded in foreign countries where the securities          
markets are not as developed or efficient and may not be as liquid as           
those in the United States. The value of the Securities will be                 
adversely affected if trading markets for the Securities are limited or         
absent.                                                                         

Small and/or Mid Capitalization Companies. The following section applies        
to individual Trusts which contain Securities issued by, or invest in           
Securities that hold securities issued by, small and/or mid                     
capitalization companies. While historically stocks of small and mid            
capitalization companies have outperformed the stocks of large                  
companies, the former have customarily involved more investment risk as         
well. Such companies may have limited product lines, markets or                 
financial resources; may lack management depth or experience; and may be        
more vulnerable to adverse general market or economic developments than         
large companies. Some of these companies may distribute, sell or produce        
products which have recently been brought to market and may be dependent        
on key personnel.                                                               

The prices of small and mid cap company securities are often more               
volatile than prices associated with large company issues, and can              
display abrupt or erratic movements at times, due to limited trading            
volumes and less publicly available information. Also, because such             
companies normally have fewer shares outstanding and these shares trade         
less frequently than large companies, it may be more difficult for the          
Trusts which contain these Securities to buy and sell significant               
amounts of such shares without an unfavorable impact on prevailing              
market prices.                                                                  

Page 4                                                                          

MEMORANDUM

Re: FT 5518 

     The only difference of consequence (except as described below) between FT
5292 which is the current fund, and FT 5518, the filing of which this memorandum
accompanies, is the change in the series number. The list of securities         
comprising the Fund, the evaluation, record and distribution dates and other    
changes pertaining specifically to the new series, such as size and number of   
Units in the Fund and the statement of condition of the new Fund, will be filed 
by amendment.                                                                   

1940 ACT

FORMS N-8A AND N-8B-2 

 These forms were not filed, as the Form N-8A and Form N-8B-2 filed in
respect of Templeton Growth and Treasury Trust, Series 1 and subsequent series  
(File No. 811-05903) related also to the subsequent series of the Fund.         

1933 ACT

PROSPECTUS

      The only significant changes in the Prospectus from the FT 5292 Prospectus
relate to the series number and size and the date and various items of          
information which will be derived from and apply specifically to the securities 
deposited in the Fund.                                                          

CONTENTS OF REGISTRATION STATEMENT

ITEM A  Bonding Arrangements of Depositor:                                      

           First Trust Portfolios L.P. is covered by a Broker's Fidelity Bond,
           in the total amount of $2,000,000, the insurer being National Union
Fire Insurance Company of Pittsburgh.                   

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

The facing sheet                                        

The Prospectus                                          

The signatures                                          

Exhibits                                                

S-1 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the     
Registrant, FT 5518 has duly caused this Amendment No. 1 to the Registration    
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Wheaton and State of Illinois on April 24, 2015.     

                     FT 5518
                                          (Registrant)

                                             By: FIRST TRUST PORTFOLIOS L.P.
                                         (Depositor)

                                   By  Elizabeth H. Bull
                                           Senior Vice President

S-2 

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

Name                          Title*                         Date   

James A. Bowen       Director of The Charger Corporation,   )April 24, 2015   
    the General Partner of First           )
    Trust Portfolios L.P.                  )
                                                            )Elizabeth H. Bull
                                                             )Attorney-in-Fact**

*    The title of the person named herein represents his capacity in and
relationship to First Trust Portfolios L.P., Depositor.       

 **   An executed copy of the related power of attorney was filed with the
       Securities and Exchange Commission in connection with Amendment No. 2
     to Form S-6 of FT 2669 (File No. 333-169625) and the same is hereby
incorporated herein by this reference.                        

S-3 

CONSENT OF COUNSEL

    The consent of counsel to the use of its name in the Prospectus included
in this Registration Statement will be contained in its respective opinion to be
filed as Exhibits 3.1, 3.2 and 3.3 of the Registration Statement.               

CONSENT OF DELOITTE & TOUCHE LLP

  The consent of Deloitte & Touche LLP to the use of its name and to the
reference to such firm in the Prospectus included in this Registration Statement
will be filed by amendment.                                                     

CONSENT OF FIRST TRUST ADVISORS L.P.

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

S-4 

EXHIBIT INDEX 

1.1      Form of Standard Terms and Conditions of Trust for FT 4484 and certain 
        subsequent Series among First Trust Portfolios L.P., as Depositor, The
    Bank of New York Mellon, as Trustee, First Trust Advisors L.P., as
       Evaluator and Portfolio Supervisor and FTP Services LLC, as FTPS Unit
       Servicing Agent (incorporated by reference to Amendment No. 1 to Form
S-6 [File No. 333-191558] filed on behalf of FT 4484).        

1.1.1*   Form of Trust Agreement for FT 5518 among First Trust Portfolios L.P., 
    as Depositor, The Bank of New York Mellon, as Trustee, First Trust
        Advisors L.P., as Evaluator and Portfolio Supervisor, and FTP Services
LLC, as FTPS Unit Servicing Agent.                            

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

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

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

1.5      Copy of By-Laws of The Charger Corporation, the general partner of     
      First Trust Portfolios L.P., Depositor (incorporated by reference to
         Amendment No. 2 to Form S-6 [File No. 333-169625] filed on behalf of FT
2669).                                                        

1.6      Underwriter Agreement (incorporated by reference to Amendment No. 1 to 
         Form S-6 [File No. 33-42755] filed on behalf of The First Trust Special
Situations Trust, Series 19).                                 

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

2.2      Copy of Code of Ethics (incorporated by reference to Amendment No. 1 to
Form S-6 [File No. 333-156964] filed on behalf of FT 1987).   

S-5 

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

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

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

4.1*     Consent of First Trust Advisors L.P.                                   

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

7.1      Power of Attorney executed by the Director listed on page S-3 of this  
         Registration Statement (incorporated by reference to Amendment No. 2 to
Form S-6 [File No. 333-169625] filed on behalf of FT 2669).   

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

* To be filed by amendment.                                                     

S-6 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-6/A’ Filing		Date		Other Filings
		12/31/16
		7/15/16
		9/18/15
		7/20/15
		6/25/15
		6/10/15
Filed on:		4/24/15		S-6
		12/31/14
				List all Filings