Nuveen Unit Trusts Series 31 – ‘S-6/A’ on 2/4/99

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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       Nuveen Unit Trusts - Series 31                        53    278K 

Document Table of Contents

S-6/A
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                                                     1940 Act File No. 811-08103

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:  Nuveen Unit Trusts, Series 31                         

B.  Name of Depositor:    John Nuveen & Co. Incorporated                        

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

 333 West Wacker Drive
    Chicago, Illinois  60606

D.  Name and complete address of agents for service:                            

          John Nuveen & Co. Incorporated
         Attention:  Alan G. Berkshire
 333 West Wacker Drive
    Chicago, Illinois  60606

Chapman and Cutler  
    Attention:  Eric F. Fess
  111 West Monroe Street
    Chicago, Illinois  60603

It is proposed that this filing will become effective (check appropriate box)   

----                                                                            
:  :  immediately upon filing pursuant to paragraph (b)                         
----                                                                            
:  :  on (date) pursuant to paragraph (b)                                       
----                                                                            
:  :  60 days after filing pursuant to paragraph (a)                            
----                                                                            
:  :  on (date) pursuant to paragraph (a) of rule 485 or 486                    
----                                                                            
----                                                                            
:  :  This post-effective amendment designates a new effective date for a       
----  previously filed post-effective amendment.                                

E.    Title of securities being registered:  Units of fractional undivided      
beneficial interest.                                                

F.    Approximate date of proposed public offering: As soon as practicable after
the effective date of the Registration Statement.                   

----                                                                            
:  :  Check box if it is proposed that this filing will become effective on     
----  (date) at (time) 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.                       
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Preliminary Prospectus

Dated February 4, 1999      
Subject to Completion 
Defined Portfolios
Nuveen Unit Trusts, Series 31                                                   

Nuveen Communications Bandwidth Sector Portfolio, February 1999                 
Nuveen Internet Sector Portfolio, February 1999                                 

Prospectus Part A dated February   , 1999                                   

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.               
Overview                                                                        

Nuveen Unit Trusts, Se-      This Part A Prospectus                             
ries 31 includes the sep-    may not be distributed                             
arate unit investment        unless accompanied by the                          
trusts listed above (the     Nuveen Sector Unit Trust                           
"Trusts"). Each Trust        Prospec-                                           
seeks the potential for                                                         
capital appreciation by      tus--Part B which is                               
investing primarily in       dated February   , 1999.                           
the common stocks of com-    Part B of this Prospectus                          
panies in the respective     is attached.                                       
industry sector repre-                                                          
sented in each Trust. The                                                       
Trusts may also invest in                                                       
American Depositary Re-                                                         
ceipts ("ADRs"). ADRs are                                                       
denominated in U.S. dol-                                                        
lars and are typically                                                          
issued by a U.S. bank or                                                        
trust company. An ADR ev-                                                       
idences ownership of an                                                         
underlying foreign secu-                                                        
rity. The common stocks                                                         
and ADRs are collectively                                                       
referred to as the "Secu-                                                       
rities". The Trusts are                                                         
scheduled to terminate in                                                       
approximately five years.                                                       

Units of the Trust are
 not deposits or obliga-
 tions of, or guaranteed
  or endorsed by, any bank
   and are not federally in-
 sured or otherwise pro-
   tected by the FDIC or any
  other Federal agency and
  involve investment risk,
including the possible
loss of principal.    

The Securities and    
 Exchange Commission has
not approved or disap-
 proved these securities
 or passed upon the ade-
   quacy of this prospectus.
   Any representation to the
contrary is a criminal
offense.              

Contents                                                                      
1Overview                   13Dealer Concessions                              
2Trust Summary and          13General Information                             
4Financial Highlights                                                         
13Optional Features   
Nuveen Communications      14Secondary Market for Units                     
Bandwidth Sector           14Portfolio Selection                            
Portfolio, February        14Termination                                    
91999                                                                         
Nuveen Internet Sector     14The Sponsor                                    
Portfolio, February        15Notes to Portfolios                            
1999                       16Statements of Condition                        
12                                                                            
Risk Factors               17Report of Independent Public Accountants       
12                                                                            
Distributions                                                               
12                                                                            
Income and Capital                                                          
Distributions                                                               
12                                                                            
Investing in the Trusts                                                     
12                                                                            
Sales Charges                                                               

For the Table of Contents of Part B, see Part B of the                        
Prospectus.                                                                   

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SCT-02-99-P                            1                                        

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Nuveen Unit Trusts, Series 31                                                   

Trust Summaries and Financial Highlights at the opening of business on February 
, 1999                                                                      

Nuveen Sector Portfolios                                                        

Essential Information 

General Information                                                             

                                                                [Download Table]
                                                                                
Initial Date of Deposit.................................       February   , 1999
Initial Offering Date...................................                  , 1999
Mandatory Termination Date..............................                  , 2004
Record Dates............................................ June 15 and December 15
Distribution Dates...................................... June 30 and December 31

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

                                                                [Download Table]

                                                                      Internet 
                                             Communications Bandwidth  Sector  
                                                 Sector Portfolio     Portfolio
                                             ------------------------ ---------
Trust Information                                                              
                                                                               
CUSIP Numbers: dividends in cash............                                   
dividends reinvest..........................                                   
Initial Number of Units(1)..................                                   
Aggregate Value of Securities...............         $                  $      
Estimated Annual Income Distribution per                                       
 Unit(2)....................................         $                $        

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

                                                                      Internet 
                                             Communications Bandwidth  Sector  
                                                 Sector Portfolio     Portfolio
                                             ------------------------ ---------
Public Offering Price(3)(5)                                                    
                                                                               
Aggregate Value of Securities per Unit......         $   9.90           $  9.90
Plus Maximum Sales Charge of 4.50%                                             
 (4.545% of the net amount invested)(4).....             0.45              0.45
Less deferred sales charge(4)...............             0.35              0.35
Public Offering Price per Unit..............         $  10.00           $ 10.00
Maximum Organizational and Offering Costs                                      
 per Unit(5)................................         $  0.022           $ 0.022

                              Expense Information                              


                                                                      Internet 
                                             Communications Bandwidth  Sector  
                                                 Sector Portfolio     Portfolio
                                             ------------------------ ---------
Sales Charges (Maximum Total 4.50%)(6)                                         
                                                                               
Initial Sales Charge........................          1.00%             1.00%  
Deferred Sales Charge.......................          3.50%             3.50%  
Total Sales Charge..........................          4.50%             4.50%  

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

                                                                      Internet 
                                             Communications Bandwidth  Sector  
                                                 Sector Portfolio     Portfolio
                                             ------------------------ ---------
                                                                               
Maximum Organizational and Offering Costs                                      
 per Unit(5)................................          $0.022           $0.022  

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

                                                                [Download Table]

                                                                       Internet 
                                              Communications Bandwidth  Sector  
                                                  Sector Portfolio     Portfolio
                                              ------------------------ ---------
Estimated Annual Operating Expenses                                             
per Unit                                                                        
                                                                                
Trustee's Fee................................         $0.00950         $0.00950 
Sponsor's Supervisory Fee(7).................         $0.00350         $0.00350 
Bookkeeping and Administrative Fee(7)........         $0.00250         $0.00250 
Evaluator's Fee(8)...........................         $0.00300         $0.00300 
Miscellaneous Expenses.......................         $0.00550         $0.00550 
Estimated Annual Expenses....................         $0.02400         $0.02400 

--------------------------------------------------------------------------------
Estimated Costs Over Time                                                       
The following are the estimated cumulative costs on a $1,000 investment in each 
of the above Trusts, assuming (as mandated by the Securities and Exchange Com-  
mission) a 5% annual return, and reinvestment of all distributions:             

                                                                [Download Table]

                                                 One Year Three Years Five Years
                                                 -------- ----------- ----------
                                                                                
Nuveen Sector Portfolios........................  $49.62    $54.53      $59.93  

The examples reflect both the estimated operating expenses and maximum sales    
charge on an increasing investment (had the net annual return been reinvested   
in a Trust). The examples should not be considered representations of future    
expenses or annual rates of return; the actual expenses and annual rates of re- 
turn may be more or less than those used in the examples.                       

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Notes to Essential Information and Expense Information:                         

(1) As of the close of business on           , 1999, the number of Units of a   
   Trust may be adjusted so that the Public Offering Price per Unit will equal
  approximately $10.00. Thereupon, to the extent of any such adjustment, the
fractional undivided interest per Unit will increase or decrease        
accordingly, from the amounts indicated above.                          

(2) Estimated Annual Income Distributions are based on the most recent ordinary 
 dividend paid on that Security. Estimated Annual Income Distributions per
   Unit are based on the number of Units, the fractional undivided interest in
  the Securities per Unit and the aggregate value of the Securities per Unit
as of the Initial Date of Deposit. Investors should note that the actual
amount of income distributed per Unit by a Trust will vary from the     
estimated amount due to a variety of factors including, changes in the  
items described in the preceding sentence, expenses and actual dividends
declared and paid by the issuers of the Securities.                     

(3) Each Security listed on a national securities exchange or The NASDAQ Stock  
 Market is valued at the closing sale price, or if no such price exists or
if the Security is not so listed, at the closing ask price thereof.     

(4) The maximum sales charge consists of an initial sales charge and a deferred 
sales charge. The initial sales charge represents an amount equal to the
 difference between the Maximum Total Sales Charge for a Trust of 4.50% of
 the Public Offering Price and the maximum remaining deferred sales charge
(initially $0.35 per Unit). Unitholders will also be assessed a deferred
sales charge of $0.07 per Unit, payable on the last business day of each
month, over the period commencing                 through               
      . Subsequent to the Initial Date of Deposit, the amount of the initial
sales charge will vary with changes in the aggregate value of the       
Securities in a Trust. Deferred sales charge payments will be paid from 
 funds in the Capital Account, if sufficient, or from the periodic sale of
Securities. Any applicable uncollected deferred sales charge amounts    
 remaining when a Unitholder sells or redeems their Units will be deducted
from the sales or redemption proceeds. See "Investing in the Trust-Sales
Charges," below and "Public Offering Price" in Part B of this Prospectus
   for additional information. On the Initial Date of Deposit there will be no
accumulated dividends in the Income Account. Anyone ordering Units after
such date will pay a pro rata share of any accumulated dividends in such
Income Account. The Public Offering Price as shown reflects the value of
the Securities at the opening of business on the Initial Date of Deposit
and establishes the original proportionate relationship amongst the     
individual Securities. No sales to investors will be executed at this   
   price. Additional Securities may be deposited during the day of the Initial
  Date of Deposit. See "Public Offering Price" in Part B of this Prospectus.

(5) Unitholders will bear all or a portion of the costs incurred in organizing  
   a Trust (including costs of preparing the registration statement, the trust
indenture and other closing documents, registering Units with the       
Securities and Exchange Commission and states, the initial audit of the 
 Trust portfolio, the initial evaluation, legal fees, the initial fees and
expenses of the Trustee, and any non-material out-of-pocket expenses but
not the expenses incurred in the printing of preliminary and final      
  prospectuses, nor the expenses incurred in the preparation and printing of
 brochures and other advertising materials or any other selling expenses),
as is common for mutual funds. The maximum per Unit organizational and  
 offering costs are included in the Public Offering Price per Unit. Actual
organizational and offering costs will not exceed the maximum per Unit  
   amount provided herein and will be deducted from the assets of the Trust at
the end of the initial offering period (approximately six months). See  
"Public Offering Price" in Part B of this Prospectus and "Statement of  
Condition."                                                             

(6) The Maximum Initial Sales Charge (as a percentage of the Initial Public     
   Offering Price) is the difference between the Maximum Total Sales Charge of
  4.50% and the maximum remaining deferred sales charge (initially $0.35 per
 Unit) and would exceed 1% if the Public Offering Price exceeds $10.00 per
Unit. The actual deferred sales charge is $0.07 per Unit per month,     
irrespective of the purchase or redemption price, deducted on such dates
   set forth in "Investing in the Trust." Except as noted in "Investing in the
  Trust" or "Redemption" in Part B of this Prospectus, if a Unitholder sells
   or redeems Units before all of these deductions have been made, the balance
 of the deferred sales charge payments remaining will be deducted from the
 sales or redemption proceeds. If the Public Offering Price exceeds $10.00
   per Unit, the deferred portion of the sales charge will be less than 3.50%;
if the Public Offering Price is less than $10.00 per Unit, the deferred 
portion of the sales charge will be greater than 3.50%.                 

(7) The Sponsor's Supervisory Fee compensates the Sponsor and/or its affiliates 
  for maintaining surveillance over the portfolio and for performing certain
administrative services for the Trusts. In providing such supervisory   
services, the Sponsor may purchase research from a variety of sources,  
   which may include dealers of the Trusts. The Bookkeeping and Administrative
   Fee reimburses the Sponsor and/or its affiliates for its costs of providing
  certain bookkeeping and administrative services for a Trust. Such services
include but are not limited to, the preparation of comprehensive tax    
statements and providing account information to Unitholders.            

(8) The Evaluator's Fee compensates the Trustee, The Chase Manhattan Bank (the  
 "Evaluator") for providing evaluation services for the Trusts. See "Trust
Operating Expenses" in Part B of this Prospectus.                       

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Nuveen Communications                                                           
Bandwidth Sector Portfolio,                                                     
February 1999                                                                   

The Nuveen Communications Bandwidth Sector Portfolio consists of Securities of  
communications companies that the Sponsor believes are well-positioned to take  
advantage of the world's increasing demand for communications equipment. The    
Trust is diversified across the communications industry including wireless      
telecommunication, wireline telecommunication and communications equipment.     

Investment Objective. The objective of the Trust is capital appreciation. The   
Trust will invest in a diversified portfolio of Securities of communications    
companies. Of course, there is no assurance that the Trust will achieve its     
objective.                                                                      

How the Trust Selects Investments. The investment process for the Trust begins  
with the identification of the various subsectors that comprise the Communica-  
tions sector. Lehman Brothers Research provides their analysis of which sub-    
sectors stand to benefit from the predicted growth of communications compa-     
nies. Once this has been accomplished, companies within each subsector are      
identified for inclusion in the portfolio. The selection process examines:      

. business models                                                             

. brand-name recognition                                                      

. superior sales growth                                                       

. market share                                                                

. financial and non-financial metrics                                         

The Communications Sector. The Sponsor believes that recent technological in-   
novations and other industry developments have combined to sustain demand and   
promote growth in the communications sector, including the areas of cable,      
wireless, fiber optics and telephone technology. Opportunities for communica-   
tions companies have increased greatly in recent years.                         

Many communications networks, including wireless, wireline and the Internet,    
require bandwidth to transmit information from place to place. Bandwidth is     
the data carrying capacity of a network. Recent increases in Internet traffic   
have caused the demand for bandwidth to exceed current supply. New bandwidth    
technologies are currently being developed in order to boost the capacity of    
Internet providers and satisfy this growing demand.                             

Increased demand in the wireless segment of the communications sector has also  
fostered growth in the industry. Current technological advances, such as PCS    
technology, that allow a single device to provide numerous data and voice       
services have reduced equipment requirements. In addition, deregulation has     
helped to fuel innovation and reduce costs. The Sponsor believes that cheaper,  
more convenient wireless communications will better penetrate the consumer      
marketplace and increase demand for these services.                             

SECURITIES SELECTED FOR THE TRUST                                               

[SUBJECT TO CHANGE]                                                             

AT&T Corporation (T)                                                            

AT&T Corporation offers communication services and products. The Company pro-   
vides voice, data and video telecommunications services to consumers, large     
and small businesses and business entities. AT&T and its subsidiaries furnish   
regional, domestic, international and local telecommunication services.         

Bell Atlantic Corporation (BEL)                                                 

Bell Atlantic Corporation provides a wide variety of phone and cable-TV serv-   
ices throughout the Northeast and Mid-Atlantic regions. The Company's telecom-  
munications services include local and wireless phone services.                 

Cisco Systems, Inc. (CSCO)                                                      

Cisco Systems, Inc. supplies data networking products to the corporate enter-   
prise and public wide area service provider markets. The Company offers a va-   
riety of products including routers, LAN switches, frame relay/ATM and remote   
access concentrators, which allow people to access or transfer information      
without regard to differences in time, place or type of computer system.        

Comverse Technology, Inc. (CMVT)                                                

Comverse Technology, Inc. designs, develops, manufactures, markets and sup-     
ports computer and telecommunications systems and software for multimedia com-  
munications and information processing applications. The Company's customers    
include fixed and wireless telephone network operators, government agencies,    
call centers, financial institutions and other organizations.                   

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ECI Telecommunications, Ltd. (ECILF)                                            

ECI Telecommunications, Ltd. headquartered in Israel, designs, develops, manu-  
factures and markets digital telecommunications and data transmission systems   
for corporations. The Company's systems provide capacity expansion, flexibil-   
ity and management functions that enhance utilization of existing and new       
telecommunications, data and integrated networks.                               

Globalstar Telecommunications, Ltd. (GSTRF)                                     

Globalstar Telecommunications, Ltd. builds and operates a worldwide low earth   
orbit satellite-based digital telecommunications system. Globalstar offers      
voice telephone and other digital telecommunications services such as data      
transmission, paging, facsimile and position location to areas underserved or   
not served by existing telecommunication services.                              

Iridium World Communications, Inc. (IRIDF)                                      

Iridium World Communicaitons, Inc., a member of Iridium LLC., is developing     
and commercializing the first global, low-orbit satellite mobile wireless com-  
munication system. The system will allow subscribers to send and receive tele-  
phone calls from anywhere in the world.                                         

Lucent Technologies, Inc. (LU)                                                  

Lucent Technologies, Inc. designs, develops and manufactures telecommunica-     
tions systems, software and products which are sold worldwide. The Company is   
a top maker or digital signal processors and telecommunication power systems.   

MCI WorldCom, Inc. (WCOM)                                                       

MCI WorldCom, Inc. provides facilities-based fully integrated telecommunica-    
tions services to business, government and consumer customers from a network    
of fiber optic cables, digital microwave and satellite stations. The Company    
also provides end-to-end high-capacity connectivity to more than 35,000 build-  
ings worldwide. MCI WorldCom operates in more than 65 countries in the Ameri-   
cas, Europe and the Asia-Pacific regions.                                       

Motorola, Inc. (MOT)                                                            

Motorola, Inc. provides wireless communications, semiconductors and advanced    
electronic systems, components and services. The Company's equipment busi-      
nesses include cellular telephone, two-way radio, paging and data communica-    
tions, personal communications, automotive, defense and space electronics and   
computers.                                                                      

Nextel Communications, Inc. (NXTL)                                              

Nextel Communicaitons, Inc. provides digital and analog wireless communication  
services including specialized mobile radio services for truckers and taxi      
drivers.                                                                        

Nokia Corp., ADR (NOK/A)                                                        

Nokia Corp., which is headquartered in Finland is an international telecommu-   
nications company which develops and manufactures mobile phones, networks and   
systems for cellular and fixed networks.                                        

NTL, Inc. (NTLI)                                                                

NTL, Inc. provides communications services to residential, business and whole-  
sale customers. The Company offers residential telephony, cable television and  
internet access services. NTL also provides national and international carrier  
telecommunications, satellite and radio communications, as well as digital and  
analog television and radio transmission.                                       

Northern Telecom, Ltd. (NT)                                                     

Northern Telecom, Ltd. designs, develops, manufactures, markets, sells, fi-     
nances, installs and services fully digital telecommunications systems. The     
Company also provides products and services to the telecommunications and ca-   
ble television industries.                                                      

Omnipoint Corporation (OMPT)                                                    

Omnipoint Corporation designs, develops, manufactures and markets wireless      
digital communications products and services. The Company currently provides    
advanced wireless communications services in New York, New Jersey, Connecti-    
cut, eastern Pennsylvania, Delaware, Massachusetts, New Hampshire, Rhode Is-    
land and southern Florida.                                                      

Orckit Communications, Ltd. (ORCTF)                                             

Orckit Communicaitons, Ltd. develops, manufactures and markets digital sub-     
scriber line systems that enable telephone companies to provide efficient,      
high speed digital transmission of data, voice and voice-over the "last mile"   
of existing telephone network.                                                  

QUALCOMM, Inc. (QCOM)                                                           

Qualcomm, Inc. develops, manufactures, markets, licenses and operates advanced  
communications systems and products based on its proprietary digital wireless   
technologies. The Company's primary products include wireless, geostationary    
satellite-based mobile and orbital satellite communications systems.            

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Reltec Corp. (RLT)                                                              

Reltec Corp. designs, manufactures and sells a broad range of telecommunica-    
tions systems, products and services. The Company markets its products to       
wireline and wireless services providers and original equipment manufacturers   
worldwide.                                                                      

SkyTel Communications, Inc. (SKYT)                                              

SkyTel Communicaitons, Inc. operates wireless messaging services in the United  
States. The Company delivers one-way wireless messaging services by means of    
its ground-based transmitter system, leased satellite facilities and proprie-   
tary messaging technology and software.                                         

Sprint Corp. (PCS Group) (PCS)                                                  

Sprint Corp. operates a 100% digital, personal cellular communication system    
(PCS) nationwide wireless network in the United States. The Company currently   
serves 159 metropolitan markets and has licensed PCS coverage of nearly 270     
million people in all 50 states, Puerto Rico and the US Virgin Islands.         

Teligent, Inc. (TGNT)                                                           

Teligent, Inc. holds 24GHz fixed wireless licenses in 74 United States metro-   
politan market areas, covering a population of approximately 130 million. The   
Company currently provides commercial Internet access through fixed wireless    
point-to-point broadband systems.                                               

Tellabs, Inc. (TLAB)                                                            

Tellabs, Inc. designs, manufactures, markets and services voice, data and video 
transport and network access systems. The Company's products are used worldwide 
by public telephone companies, long-distance carriers, alternate service prov-  
iders, cellular service providers, cable operators, government agencies, utili- 
ties and business end-users.                                                    

Terayon Communication Systems, Inc. (TERN)                                      

Terayon Communication Systems, Inc. develops, markets and sells cable modem     
systems that enable cable operators to deploy two-way broadband access servic-  
es. The Company's "TeraComm" system is designed to allow cable operators to     
minimize time-consuming and costly network infrastructure upgrades, achieve re- 
duced time to market and provide a wide range of service levels to end users.   

U.S. Cellular Corporation (USM)                                                 

U.S. Cellular Corporation manages and invests in cellular systems throughout    
the United States. The Company currently manages operational systems serving    
two million customers in 143 markets, mostly in small cities, rural and subur-  
ban areas.                                                                      

Western Wireless Corporation (WWCA)                                             

Western Wireless Corporation provides wireless communications services in the   
western United States. The Company offers cellular service marketed under the   
"Cellular One" name in 17 states and provides personal communications services  
marketed under the "VoiceStream" name.                                          

Investor Suitability. The Trust is a suitable investment for investors:         

. seeking a unit trust concentrated in the Securities of communications compa-
nies; and                                                                   

. seeking the opportunity to take advantage of the growth potential of commu- 
nications companies.                                                        

The Trust is not a suitable investment if:                                      

. you are unwilling to assume the risks inherent in investing in a portfolio  
concentrated in the Securities of communications companies.                 

Concentration Risk. The Trust is considered to be concentrated in the securi-   
ties of communications companies. Such concentration may subject Unitholders to 
greater market risk than other investment vehicles that have more diversified   
portfolios. In particular, companies involved in the communications industry    
must contend with rapidly changing technology, intense competition due to de-   
regulation, rapid obsolescence of products and services, cyclical market pat-   
terns, evolving industry standards, deregulation and frequent new product in-   
troductions. Some companies may have little or no earnings history and high     
price/earnings ratios.                                                          

An unexpected change in one or more of the technologies affecting an issuer's   
products or in the market for products based on a particular technology could   
have an adverse effect on an issuer's operating results. In addition, operation 
results and customer relationships could be adversely affected by an increase   
in price for, or an interruption or reduction in supply of, any key components  
and the failure of the issuer to comply with rigorous industry standards. See   
"Risk Factors" for an additional discussion of potential risks.                 

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Nuveen Unit Trusts, Series 31 
Nuveen Communications/Bandwidth Sector Portfolio, February 1999 

Preliminary Schedule of Investments at the Opening of Business on the Initial 
Date of Deposit, February   , 1999      

Subject to Change 

                                                        [Enlarge/Download Table]

                                                       Percentage of                                 
                                                         Aggregate    Market      Cost of    Current 
Number of                                       Ticker   Offering    Value per Securities to Dividend
 shares        Name of Issuer of Securities     Symbol     Price       Share       Trust      Yield  
-----------------------------------------------------------------------------------------------------
                                                                                                     
           AT&T Corporation                                                                          
           Bell Atlantic                                                                             
           Cisco Systems, Inc.                                                                       
           Comverse Technology, Inc.                                                                 
           ECI Telecommunications, Ltd. (4)                                                          
           Globalstar Telecommunications, Ltd.                                                       
           Iridium World Communications, Inc.                                                        
           Lucent Technologies, Inc.                                                                 
           MCI Worldcom, Inc.                                                                        
           Motorola Inc.                                                                             
           Nextel Communications Inc.                                                                
           Nokia Corporation (ADR)                                                                   
           Northern Telecom, Ltd. (4)                                                                
           NTL, Inc.                                                                                 
           Omnipoint Corporation                                                                     
           Orckit Communications, LTD.                                                               
           QUALCOMM, Inc.                                                                            
           Reltec Corp.                                                                              
           Skytel Communications, Inc.                                                               
           Sprint Corporation                                                                        
           Teligent, Inc.                                                                            
           Tellabs, Inc.                                                                             
           Terayon Communications Systems, Inc.                                                      
           US Cellular Corporation                                                                   
           Western Wireless Corporation                                                              

---------                                                                       
See "Notes to Portfolios."                                                      

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Nuveen Internet Sector Portfolio, February 1999                                 

The Nuveen Internet Sector Portfolio consists of Securities of Internet compa-  
nies that the Sponsor believes are well-positioned to take advantage of the     
world's increasing demand for Internet products and services. The Trust is di-  
versified across many Internet products and services industries including       
browser software, hardware, networking equipment, service provider and network  
security.                                                                       

Investment Objective. The objective of the Trust is capital appreciation. The   
Trust will invest in a diversified portfolio of Securities of Internet compa-   
nies. Of course, there is no assurance that the Trust will achieve its objec-   
tive.                                                                           

How the Trust Selects Investments. To construct the portfolio, Nuveen follows   
these steps:                                                                    

. selects Industry Groups from various indexes that comprise the sector;      

. determines weighting of each Industry Group within the portfolio;           

. assesses the relative attractiveness of stocks within each Industry Group;  

. checks stocks for extraordinary corporate events that may prevent them from 
meeting the portfolio's quality standards; and                              

. examines the next stock on the list in order of market capitalization, if a 
stock is excluded.                                                          

The Internet Sector. The Internet is one of the most rapidly expanding commer-  
cial phenomena ever witnessed. The Sponsor believes that recent industry        
trends have stimulated both growth and demand. The number of users of the       
Internet has grown exponentially. Recent rapid growth in the personal computer  
industry has increased Internet growth potential through an expanded universe   
of users as personal computers are the most prevalent gateway to the Internet.  
Despite the increased popularity of the Internet, only 18% of U.S. households   
and 132 countries worldwide were accessing the Internet at the end of 1997.     
The Sponsor believes that this low rate of penetration indicates great poten-   
tial for Internet growth.                                                       

SECURITIES SELECTED FOR THE TRUST                                               

[SUBJECT TO CHANGE]                                                             

Alcatel S.A., ADR (ALA)                                                         

Alcatel S.A., headquartered in France, is engaged in the design, development    
and supply of telecommunications and multimedia equipment, systems and servic-  
es. Alcatel is also engaged in cable, defense, energy and transportation        
fields.                                                                         

America Online, Inc. (AOL)                                                      

America Online, Inc. provides interactive communications and services. The      
company's web sites offer features such as personalized news service, elec-     
tronic mail, conferencing, software, computing support, interactive magazines   
and newspapers, online classes, and easy access to services of the Internet.    

Apple Computer, Inc. (AAPL)                                                     

Apple Computer, Inc. designs, develops, produces, markets and services micro-   
processor-based personal computers, and related personal computing and commu-   
nicating solutions.                                                             

At Home Corporation (ATHM)                                                      

At Home Corporation provides Internet services over the cable television in-    
frastructure and leased digital telecommunication lines to consumers and busi-  
nesses. The Company's service allows residential subscribers to connect their   
personal computers via cable modems to a high speed network.                    

AT&T Corp. (T)                                                                  

AT&T Corp. offers communication services and products. The Company provides     
voice, data, and video telecommunications services to consumers, large and      
small businesses, and government entities. AT&T and its subsidiaries furnish    
regional, domestic, international, and local telecommunication services.        

Cisco Systems, Inc. (CSCO)                                                      

Cisco Systems, Inc. supplies data networking products to the corporate enter-   
prise and public wide area service provider markets. The Company offers a va-   
riety of products including routers, LAN switches, frame relay/ATM, and remote  
access concentrators, which allow people to access or transfer information      
without regard to differences in time, place, or type of computer system.       

CMGI Inc. (CMGI)                                                                

CMGI Inc. develops and operates Internet and direct marketing companies as      
well as venture funds focused on the Internet. The Company's subsidiaries in-   
clude ADSmart Corporation; Engage Technologies, Inc.; Accipiter, Inc.;          

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InfoMation Publishing Corporation; NaviSite Internet Services Corporation;      
Planet Direct Corporation; and Password Internet Publishing Corporation.        

CNET, Inc. (CNET)                                                               

CNET, Inc. provides original Internet content and television programming re-    
lated to computers, the Internet, and digital technologies. The Company also    
operates Snap!, a free online service that offers directory and searching ca-   
pabilities.                                                                     

Compaq Computer Corporation (CPQ)                                               

Compaq Computer Corporation designs, develops, manufactures and markets a       
range of computing products, including desktop and portable computers and       
tower PC servers. The Company markets its products primarily to business,       
home, government, and education customers.                                      

Dell Computer Corporation (DELL)                                                

Dell Computer Corporation designs, develops, manufactures, markets, services    
and supports a variety of computer systems, including desktops, notebooks and   
network servers. The Company also customizes products and services to end       
users.                                                                          

EarthLink Network, Inc. (ELNK)                                                  

EarthLink Network, Inc. is an Internet service provider, which supplies ac-     
cess, information, assistance, and services to its customers, introducing them  
to the Internet.                                                                

Infoseek Corporation (SEEK)                                                     

Infoseek Corporation develops branded, comprehensive web-based navigational     
services that help users access and personalize the resources of the Internet.  
The Company's primary service, Infoseek Guide, integrates the capabilities of   
a search engine and a directory.                                                

International Business Machines Corp. (IBM)                                     

International Business Machines Corp. develops, manufactures, and sells infor-  
mation processing products around the world. IBM's products include computers   
and microelectronic technology, software, networking systems, and information   
technology-related services.                                                    

Lucent Technologies, Inc. (LU)                                                  

Lucent Technologies, Inc. designs, develops and manufactures telecommunica-     
tions systems, software and products which are sold worldwide. The Company is   
a top maker of digital signal processors and telecommunication power systems.   

Lycos, Inc. (LCOS)                                                              

Lycos, Inc. develops and provides guides to online content, third party con-    
tent, Web search and directory services, and community and personalizaton       
services. The Company also provides Internet users the ability to create per-   
sonal homepages and join interest-based communities on the Internet.            

MCI WorldCom, Inc. (WCOM)                                                       

MCI WorldCom, Inc. provides facilities-based fully integrated telecommunica-    
tions services to business, government and consumer customers from a network    
of fiber optic cables, digital microwave, and satellite stations. The Company   
also provides end-to-end high-capacity connectivity to more than 35,000 build-  
ings worldwide. MCI WorldCom operates in more than 65 countries including the   
Americas, Europe, and the Asia-Pacific regions.                                 

Microsoft Corporation (MSFT)                                                    

Microsoft Corporation develops, manufactures, licenses and supports a range of  
software products, including scalable operating systems, server applications,   
business and consumer productivity applications, software development tools     
and Internet software and technologies. The Company is best known for its       
"Microsoft MS-DOS," "Microsoft Windows," and "Microsoft Windows 95" operating   
systems.                                                                        

MindSpring Enterprises, Inc. (MSPG)                                             

MindSpring Enterprises, Inc. is a national Internet access provider that fo-    
cuses on serving individual subscribers, including individuals with little or   
no prior on-line experience.                                                    

Qwest Communications International, Inc. (QWST)                                 

Qwest Communications International, Inc. is a facilities-based provider of      
multimedia communications services to interexchange carriers, businesses and    
consumers. Qwest also constructs and installs fiber optic communication sys-    
tems.                                                                           

RealNetworks, Inc. (RNWK)                                                       

RealNetworks, Inc. provides branded software products and services enabling     
the delivery of streaming media content over the Internet and intranets.        

Sun Microsystems, Inc. (SUNW)                                                   

Sun Microsystems, Inc. supplies enterprise network computing products, includ-  
ing desktop systems, servers, storage subsystems, network switches, software,   
microprocessors and a full range of services and support. The Company's         
products are used for many demanding commer-                                    

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cial and technical applications in various industries.                          

Tellabs, Inc. (TLAB)                                                            

Tellabs, Inc. designs, manufactures, markets and services voice, data, and      
video transport and network access systems. The Company's products are used     
worldwide by public telephone companies, long-distance carriers, alternate      
service providers, cellular service providers, cable operators, government      
agencies, utilities, and business end-users.                                    

Vitesse Semiconductor Corporation (VTSS)                                        

Vitesse Semiconductor Corporation designs, develops, manufactures, and markets  
digital high-bandwidth communications and automatic test equipment (ATE) inte-  
grated circuits. The Company's products address the needs of telecommunica-     
tions, data communications, and ATE equipment manufacturers.                    

Yahoo!, Inc. (YHOO)                                                             

Yahoo!, Inc. is a global Internet media company that offers a network of        
branded world wide web programming. The Company provides targeted Internet re-  
sources and communications services for a broad range of audiences.             

3Com Corporation (COMS)                                                         

3Com Corporation provides networking solutions that include switches, hubs,     
remote access systems, routers, network management software, network interface  
cards, modems and organizers.                                                   

Investor Suitability. The Trust is a suitable investment for investors:         

. seeking a unit trust concentrated in the Securities of Internet companies;  
and                                                                         

. seeking the opportunity to take advantage of the growth potential of        
Internet companies.                                                         

The Trust is not a suitable investment if:                                      

. you are unwilling to assume the risks inherent in investing in a portfolio  
concentrated in the Securities of Internet companies.                       

Concentration Risk. The Trust is considered to be concentrated in the Securi-   
ties of Internet companies. Such concentration may subject Unitholders to       
greater market risk than other investment vehicles that have more diversified   
portfolios.                                                                     

In particular, companies involved in the Internet industry must contend with    
rapidly changing technology, worldwide competition, rapid obsolescence of       
products and services, cyclical market patterns, evolving industry standards    
and frequent new product introductions. An unexpected change in one or more of  
the technologies affecting an issuer's products or in the market for products   
based on a particular technology could have an adverse effect on an issuer's    
operating results. In addition, operation results and customer relationships    
could be adversely affected by an increase in price for, or an interruption or  
reduction in supply of, any key components and the failure of the issuer to     
comply with evolving industry standards.                                        

See "Risk Factors" for an additional discussion of potential risks.             

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

NUVEEN UNIT TRUSTS, SERIES 31 
Nuveen Internet Sector Portfolio, February 1999 

Preliminary Schedule of Investments at the Opening of Business on the Initial 
Date of Deposit, February  , 1999     

SUBJECT TO CHANGE 

                                                        [Enlarge/Download Table]

                                                           PERCENTAGE OF MARKET                       
                                                             AGGREGATE   VALUE     COST OF    CURRENT 
NUMBER OF                                           TICKER   OFFERING     PER   SECURITIES TO DIVIDEND
 SHARES          NAME OF ISSUER OF SECURITIES       SYMBOL     PRICE     SHARE      TRUST      YIELD  
------------------------------------------------------------------------------------------------------
                                                                                                      
           Infoseek Corporation                                                                       
           Yahoo!, Inc.                                                                               
           Apple Computer, Inc.                                                                       
           Compaq Computer Corporation                                                                
           Dell Computer Corporation                                                                  
           Sun Microsystems, Inc.                                                                     
           Microsoft Corporation                                                                      
           RealNetworks, Inc.                                                                         
           Alcatel S.A. (ADR)                                                                         
           Cisco Systems, Inc.                                                                        
           Lucent Technologies, Inc.                                                                  
           Tellabs, Inc.                                                                              
           3Com Corporation                                                                           
           America Online, Inc.                                                                       
           At Home Corporation                                                                        
           CNET, Inc.                                                                                 
           EarthLink Network, Inc.                                                                    
           MCI Worldcom, Inc.                                                                         
           MindSpring Enterprises, Inc.                                                               
           Qwest Communications International, Inc.                                                   
           AT&T Corporation                                                                           
           CMGI Inc.                                                                                  
           International Business Machines Corp.                                                      
           Lycos, Inc.                                                                                
           Vitesse Semiconductor Corp.                                                                

---------                                                                       
See "Notes to Portfolios."                                                      

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Risk Factors                                                                    

Risk is inherent in all investing. Investing in a unit trust involves risk,     
including the risk that you may receive little or no return on your investment  
or even that you may lose part or all of your investment. Therefore, before     
investing you should consider carefully the following risks that you assume     
when you invest in a Trust. Because of these and other risks, a Trust should    
only represent a portion of your overall portfolio and you should consider an   
investment in a Trust to be a part of a longer term investment strategy that    
will provide the best results when followed over a number of years. There is    
no guarantee that a Trust will achieve its investment objective.                

Market risk: the risk that the market value of a stock or a Trust may change    
rapidly and unpredictably, causing the stock or a Trust to be worth less than   
its original price. Volatility in the market price of the Securities in a       
Trust changes the value of the Units of a Trust. Market value may be affected   
by a variety of factors, including, among others, general stock market move-    
ments, changes in the financial condition of or perceptions about the issuers,  
changes in the industries represented in a Trust, changes in interest rates or  
inflation, governmental policies and regulation or the impact of purchases and  
sales of securities for a Trust. The equity markets tend to have periods of     
generally rising prices and periods of generally falling prices and have re-    
cently experienced significant volatility. Because the Trusts are not managed,  
Securities in each Trust will generally not be sold in response to market       
fluctuations, although Securities may be sold in certain limited circumstanc-   
es. Accordingly, an investor in a Trust may be exposed to more market risk      
than an investor in certain managed investment vehicles. In addition, the con-  
centration of each Trust in a particular industry sector may subject            
Unitholders to greater market risk than other investment vehicles that have     
more diversified portfolios.                                                    

Inflation risk: the risk that the value of assets or income from investments    
will be less in the future as inflation decreases the value of money. As in-    
flation increases, the value of a Trust's assets can decline as can the value   
of a Trust's distributions.                                                     

Foreign investment risk: Securities issued by foreign companies present risks   
beyond those of securities of U.S. issuers. Such risks include political or     
economic instability, changes in foreign currency exchange rates, and less      
publicly available information about foreign companies. Prices of foreign se-   
curities also may be more volatile and they may be less liquid than their U.S.  
counterparts.                                                                   

Small company risk: Some of the Securities selected for the Trusts may be       
small capitalization company stocks. Such stocks have customarily involved      
more investment risk than larger capitalization stocks. Small-cap companies     
may have limited product lines, markets or financial resources; may lack man-   
agement depth or experience; may be less liquid; may have less publicly avail-  
able information and may be more vulnerable to adverse general market or eco-   
nomic developments than large companies. Also, some of the companies in the     
Trusts may invest, distribute, sell or produce products which have recently     
been brought to market and may be dependent on key personnel.                   

Note that each Trust is considered to be concentrated in the Securities of      
their respective sectors and accordingly are exposed to additional risks (See   
"Concentration Risk" for each Trust above). See also "Composition of Trusts"    
in Part B and "Risk Factors" in the Information Supplement to this Prospectus   
for an additional discussion concerning the Securities and potential risks.     

Distributions                                                                   

Income and Capital Distributions                                                

Cash dividends received by a Trust will be paid each June 30 and December 31    
("Income Distribution Dates"), beginning June 30, 1999, to Unitholders of rec-  
ord each June 15 and December 15 ("Income Record Dates"), respectively. Dis-    
tributions of funds in the Capital Account, if any, will be made as part of     
the final liquidation distribution, if applicable, and in certain circumstanc-  
es, earlier. Any distribution of income and/or capital will be net of expenses  
of a Trust. Additionally, upon termination of a Trust, the Trustee will dis-    
tribute, upon surrender of Units, to each remaining Unitholder his pro rata     
share of a Trust's assets, less expenses, in the manner set forth under "Dis-   
tributions To Unitholders" in Part B of this Prospectus.                        

Investing in the Trusts                                                         

Sales Charges                                                                   

The maximum sales charge of 4.50% of the public offering price consists of an   
initial sales                                                                   

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charge equal to the difference between the maximum sales charge of 4.50% and    
the maximum remaining deferred sales charge, initially $0.35 per Unit, and any  
remaining deferred sales charge. Unitholders will be assessed a deferred sales  
charge of $0.35 per Unit, in installments of $0.07 per Unit payable on the      
last business day of each month, over the period commencing         , 1999      
through         , 1999.                                                         

Unitholders that purchase more than 5,000 Units are entitled to reduced sales   
charges. In addition, certain classes of investors are entitled to purchase     
Units at reduced sales charges. See "Public Offering Price" in Part B of this   
Prospectus. Sales charges for larger single transactions (including deferred    
sales charges) are as follows:                                                  

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

Sales Charges                                                                   

                                                                [Download Table]

                                                              Total   Percent***
                                           Initial  Deferred Maximum    of Net  
                                            Sales    Sales    Sales     Amount  
Number of Units*                           Charge**  Charge  Charge++  Invested 
----------------                           -------- -------- -------- ----------
                                                                                
Less than 5,000...........................  1.00%    $0.35    4.50%     4.545%  
5,000 to 9,999............................  0.75%    $0.35    4.25%     4.293%  
10,000 to 24,999..........................  0.50%    $0.35    4.00%     4.040%  
25,000 to 49,999..........................  0.00%    $0.35    3.50%     3.535%  
50,000 to 99,999 .........................  0.00%    $0.35    2.50%+    2.525%  
100,000 or more...........................  0.00%    $0.35    1.50%+    1.515%  
Rollover (per Unit).......................  0.00%    $0.35   $0.35      3.535%  
Wrap Accounts.............................  0.00%    $0.35    1.00%+    1.010%  

*Breakpoint sales charges are computed both on a dollar basis and on the basis  
of the number of Units purchased, using the equivalent of 5,000 Units to        
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis       
which is more favorable to the purchaser.                                       

**Based upon a $10.00 Public Offering Price. This will fluctuate based upon     
the Public Offering Price of the Units at the time of purchase and the date of  
purchase.                                                                       

***Percent of Net Amount Invested is based on the price as of the Initial Date  
of Deposit. To the extent Units are priced differently, the Percent of Net      
Amount Invested will be                                                         
affected.                                                                       

+All Units of the Trusts will be subject to the applicable deferred sales       
charge per Unit regardless of sales charge discounts. Investors who, as a re-   
sult of sales charge discounts, are eligible to purchase Units subject to a     
maximum total sales charge less than the applicable maximum deferred sales      
charge will be credited the difference between these amounts at the time of     
purchase.                                                                       

++The Public Offering Price per Unit is rounded to the nearest cent and ac-     
cordingly the actual sales charge paid by an investor may be slightly greater   
or less than the amounts reflected.                                             

For secondary market sales after the completion of the deferred sales charge    
period, the secondary market Public Offering Price will not include deferred    
payments, but will instead include a maximum sales charge of 4.5% of the Pub-   
lic Offering Price (equivalent to 4.712% of the net amount invested).           

Dealer Concessions                                                              

The Sponsor plans to allow a concession of 3.50% for non-breakpoint purchases   
of Units to dealer firms in connection with the sale of Units in a given        
transaction. However, the Sponsor plans to allow dealer firms, in connection    
with Units sold in transactions to investors that receive reduced sales         
charges based on the number of Units sold or in connection with Units sold to   
Rollover Unitholders or Wrap Accounts, the following concessions:               

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

                                                                [Download Table]

                                                                    % Concession
Number of Units*                                                      per Unit  
----------------                                                    ------------
                                                                                
Less than 5,000....................................................     3.50%   
5,000 to 9,999.....................................................     3.25    
10,000 to 24,999...................................................     3.00    
25,000 to 49,999...................................................     2.50    
50,000 to 99,999...................................................     1.50    
100,000 or more....................................................     0.75    
Rollover (per Unit)................................................    $0.25    
Wrap Accounts......................................................     0.00    

*Breakpoint sales charges are computed both on a dollar basis and on the basis  
of the number of Units purchased, using the equivalent of 5,000 Units to        
$50,000, 10,000 Units to $100,000 etc., and will be applied on that basis       
which is more favorable to the purchaser and may result in a reduction in the   
discount per Unit.                                                              

For secondary market sales the Sponsor plans to allow a concession of 3.50% of  
the Public Offering Price to dealer firms (or 65% of the then current maximum   
sales charge for purchases after January 31, 2000).                             

General Information                                                             

Optional Features                                                               

Redemptions                                                                     

Units may be redeemed on any business day at their current market value. Units  
tendered for redemption prior to such time as the entire deferred sales charge  
on such Units has been collected will be assessed the remaining deferred sales  
charge at the time of redemption. During the initial offering period, the Re-   
demption Price per Unit includes estimated organizational and offering costs    
per Unit. After the initial offering period, the Redemption Price will not in-  
clude such estimated organizational and offering costs. See "Redemption" in     
Part B of this Prospectus.                                                      

Letter of Intent (LOI)                                                          

Investors may use a Letter of Intent to get reduced sales charges on purchases  
made over a                                                                     

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13-month period (and to take advantage of dollar cost averaging). The minimum   
LOI investment is $50,000. See "Public Offering Price" in Part B of this Pro-   
spectus.                                                                        

Reinvestment                                                                    

Distributions from a Trust can be reinvested with no sales charge into Nuveen   
mutual or money market funds. Also, income and certain capital distributions    
from the Trusts can be reinvested at a reduced sales charge into additional     
Units of the Trusts. See "Distributions to Unitholders" and "Accumulation       
Plan" in Part B of this Prospectus. In addition, Unit trust purchases may be    
applied toward breakpoint pricing discounts for Nuveen Mutual Funds. For more   
information about Nuveen investment products, obtain a prospectus from your     
financial adviser.                                                              

Secondary Market for Units                                                      

Although not obligated to do so, the Sponsor intends to maintain a market for   
Units and offer to repurchase the Units at prices based on the aggregate value  
of the Securities, plus or minus cash, if any, in the Capital and Income Ac-    
counts of a Trust. During the initial offering period, the price at which the   
Sponsor expects to repurchase Units (the "Sponsor's Repurchase Price") in-      
cludes estimated organizational and offering costs per Unit. After the initial  
offering period, the Sponsor's Repurchase Price will not include such esti-     
mated organizational and offering costs. If a secondary market is not main-     
tained, a Unitholder may still redeem his Units through the Trustee. See "Re-   
demption" in Part B of this Prospectus. Any applicable deferred sales charge    
remaining on Units at the time of their sale or redemption will be collected    
at that time.                                                                   

Portfolio Selection                                                             

The Securities included in the Trusts' portfolios were selected by Nuveen's     
research department with the assistance of Lehman Brothers Inc., a 148-year-    
old global investment bank with over 100 equity analysts.                       

Termination                                                                     

Commencing on the Mandatory Termination Date, the Securities will begin to be   
sold as prescribed by the Sponsor. The Trustee will provide written notice of   
the termination to Unitholders which will specify when certificates may be      
surrendered. Unitholders not electing a distribution of shares will receive a   
cash distribution within a reasonable time after a Trust's termination. See     
"Distributions to Unitholders" and "Other Information--Termination of Inden-    
ture" in Part B of this Prospectus.                                             

The Sponsor                                                                     

Since our founding in 1898, John Nuveen & Co. Incorporated has been synonymous  
with investments that withstand the test of time. Today, we offer a range of    
equity and fixed-income unit trusts designed to suit the unique circumstances   
and financial planning needs of mature investors. Nuveen, a leader in tax-ef-   
ficient investing, believes that a carefully selected portfolio can play an     
important role in building and sustaining the wealth of a lifetime. More than   
1.3 million investors have trusted Nuveen to help them maintain the lifestyle   
they currently enjoy.                                                           

The prospectus describes in detail the investment objectives, policies and      
risks of a Trust. We invite you to discuss the contents with your               
financial adviser, or you may call us at                                        
800-257-8787 for additional information.                                        

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

Notes to Portfolios                                                             

(1) All Securities are represented by regular way contracts to purchase such    
Securities for the performance of which an irrevocable letter of credit 
  has been deposited with the Trustee. The contracts to purchase the Securi-
ties were entered into by the Sponsor on February   , 1999.             

(2) The cost of the Securities to a Trust represents the aggregate underlying   
  value with respect to the Securities acquired (generally determined by the
last sale prices of the listed Securities on the business day preceding 
  the Initial Date of Deposit). The valuation of the Securities has been de-
  termined by the Trustee. For each Trust, the aggregate underlying value of
 the Securities on the Initial Date of Deposit, the Cost of the Securities
to the Sponsor, and the Sponsor's gain or (loss) relating to the Securi-
ties sold to each Trust are as follows:                                 

                                                                [Download Table]

                                            Value of  Cost to   Gain 
                                           Securities Sponsor  (loss)
                                           ---------- -------- ------
                                                                     
Communications Bandwidth Sector Portfolio   $         $        $     
Internet Sector Portfolio                   $         $        $     

(3) Current Dividend Yield for each Security was calculated by annualizing the  
most recent ordinary dividend paid on that Security and dividing the re-
sult by that Security's closing sale price on the business day prior to 
the Initial Date of Deposit.                                            
(4) This Security represents the common stock of a foreign company which        
trades directly on a United States national securities exchange.        

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

Nuveen Unit Trusts, Series 31 

Statements of Condition at the Opening of Business on the Initial Date of 
Deposit, February   , 1999      

                                                                [Download Table]

                                                   Communications/   Internet  
                                                      Bandwidth       Sector   
                                                   Sector Portfolio  Portfolio 
                                                   ---------------- -----------
                                                                               
Trust Property                                                                 
Investment in Equity Securities represented by                                 
 purchase contracts(1)(2)........................    $              $          
                                                     ===========    ===========
Liabilities and Interest of Unitholders                                        
Liabilities:                                                                   
  Deferred sales charge(3).......................    $              $          
  Estimated organizational and offering costs(4).    $              $          
                                                     -----------    -----------
     Total.......................................    $              $          
                                                     ===========    ===========
Interest of Unitholders:                                                       
  Units of fractional undivided interest out-                                  
   standing......................................                              
  Cost to investors(5)...........................    $              $          
   Less: Gross underwriting commission(6)........    $              $          
   Less: Estimated organizational and offering                                 
    costs(4).....................................    $              $          
                                                     -----------    -----------
  Net amount applicable to investors.............    $              $          
                                                     -----------    -----------
     Total.......................................    $              $          
                                                     ===========    ===========

---------                                                                       

(1) Aggregate cost of Securities listed under "SCHEDULE OF INVESTMENTS" is      
based on their aggregate underlying value.                              

(2) An irrevocable letter of credit has been deposited with the Trustee as      
  collateral, which is sufficient to cover the monies necessary for the pur-
  chase of the Securities pursuant to contracts for the purchase of such Se-
curities.                                                               

(3) Represents the amount of mandatory distributions from a Trust ($0.35 per    
 Unit), payable to the Sponsor in five equal monthly installments of $0.07
per Unit beginning on       , and on the last business day of each month
thereafter through         .                                            

(4) A portion of the Public Offering Price consists of Securities in an amount  
  sufficient to pay for all or a portion of the costs incurred in establish-
ing a Trust. These costs have been estimated at, and will not exceed,   
  $0.022 per Unit. A distribution will be made at the end of the initial of-
  fering period to an account maintained by the Trustee from which the orga-
nizational and offering cost obligation of the investors to the Sponsor 
will be satisfied. Securities may be sold to meet this obligation.      

(5) Aggregate Public Offering Price computed as set forth under "PUBLIC OFFER-  
ING PRICE" in Part B of this Prospectus.                                

(6) The gross underwriting commission of 4.50% of the Public Offering Price     
 includes both an up-front and a deferred sales charge and has been calcu-
  lated on the assumption that the Units sold are not subject to a reduction
of sales charges. In single transactions involving 5,000 Units or more, 
the sales charge is reduced. (See "PUBLIC OFFERING PRICE" in Part B of  
this Prospectus.)                                                       

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Report of Independent Public Accountants                                        

To the Board of Directors of John Nuveen & Co. Incorporated and Unitholders of  
Nuveen Unit Trusts, Series 31:                                                  

We have audited the accompanying statements of condition and the schedules of   
investments at date of deposit (included in Part A of this Prospectus) of       
Nuveen Unit Trusts, Series 31 as of February 9, 1999. These financial state-    
ments are the responsibility of the Sponsor. Our responsibility is to express   
an opinion on these financial statements based on our audit.                    

We conducted our audit in accordance with generally accepted auditing stan-     
dards. Those standards require that we plan and perform the audit to obtain     
reasonable assurance about whether the financial statements are free of mate-   
rial misstatement. An audit includes examining, on a test basis, evidence sup-  
porting the amounts and disclosures in the financial statements. Our proce-     
dures included confirmation of the irrevocable letter of credit arrangement     
for the purchase of securities, described in Note (2) to the statement of con-  
dition, by correspondence with the Trustee. An audit also includes assessing    
the accounting principles used and significant estimates made by the Sponsor,   
as well as evaluating the overall financial statement presentation. We believe  
that our audit provides a reasonable basis for our opinion.                     

In our opinion, the statements of condition and the schedules of investments    
at date of deposit referred to above present fairly, in all material respects,  
the financial position of Nuveen Unit Trusts, Series 31, as of February 9,      
1999, in conformity with generally accepted accounting principles.              

                                   ARTHUR ANDERSEN LLP

Chicago, Illinois                                                               

February 9, 1999.                                                               

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Defined Portfolios                                                              

Nuveen Sector Unit Trust Prospectus                                             

Prospectus Part B dated February 9, 1999                            

The Prospectus for a Nuveen Unit Trust is divided into two parts. Part A of 
the Prospectus relates exclusively to a particular Trust and provides specific  
information regarding the Trust's portfolio, strategies, investment objectives, 
expenses, financial highlights, income and capital distributions, hypothetical  
performance information, risk factors and optional features. Part B of the      
Prospectus provides more general information regarding the Nuveen Unit Trusts.  
You should read both Parts of the Prospectus and retain them for future         
reference. Except as provided in Part A of the Prospectus, the information      
contained in this Part B will apply to each Trust.                              

Additional information about the Trusts is provided in the Information      
Supplement. You can receive an Information Supplement by calling The Chase      
Manhattan Bank (the "Trustee") at (800) 257-8787.                               

Nuveen Defined Portfolios                                                       

Each Nuveen Unit Trust consists of a portfolio of Securities of companies       
described in the applicable Part A of the Prospectus (see "Schedule of          
Investments" in Part A of the Prospectus for a list of the Securities included  
in a Trust).                                                                    

Minimum Investment--$1,000 or 100 Units ($500 or nearest whole number of Units  
whose value is less than $500 for Education IRA purchases), whichever is less.  

Redeemable Units. Units of a Trust are redeemable at the offices of the Trustee 
at prices based upon the aggregate underlying value of the Securities           
(generally determined by the closing sale prices of listed Securities and the   
bid prices of over-the-counter traded Securities). During the initial offering  
period, the Redemption Price per Unit includes estimated organizational and     
offering costs per Unit. After the initial offering period, the Redemption      
Price will not include such estimated organizational and offering costs. See    
"Trust Summary and Financial Highlights" in Part A of the Prospectus for the    
organizational and offering costs and see "REDEMPTION" herein for a more        
detailed discussion of redeeming your Units.                                    

Dividend and Capital Distributions. Cash dividends received by a Trust will be  
paid on those dates set forth under "Distributions" in Part A of the            
Prospectus. Distributions of funds in the Capital Account, if any, will be made 
as part of the final liquidation distribution, if applicable, and in certain    
circumstances, earlier. See "DISTRIBUTIONS TO UNITHOLDERS."                     

Public Offering Price. Public Offering Price of a Trust during the Initial      
Offering Period is based upon the aggregate underlying value of the Securities  
in the Trust's portfolio (generally determined by the closing sale prices of    
the listed Securities and the ask prices of over-the-counter traded Securities) 
plus or minus cash, if any, in the Income and Capital Accounts of the Trust,    
plus a sales charge as set forth in Part A of the Prospectus and is rounded to  
the nearest cent. The Public Offering Price during the initial offering period  
also includes organizational and offering costs incurred in establishing a      
Trust. These costs will be deducted from the assets of the Trust as of the      
close of the initial offering period. See "Trust Summary and Financial          
Highlights" in Part A of the Prospectus. For Units purchased in the secondary   
market, the Public Offering Price is based upon the aggregate underlying value  
of the Securities in the Trust (generally determined by the closing sale prices 
of the listed Securities and the bid prices of over-the-counter traded          
Securities) plus the sales charges as set forth in Part A of the Prospectus. A  
pro rata share of accumulated dividends, if any, in the Income Account from the 
preceding Record Date to, but not including, the settlement date (normally      
three business days after purchase) is added to the Public Offering Price. (See 
"PUBLIC OFFERING PRICE.")                                                       

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation   
to the contrary is a criminal offense.                                          

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TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            Page
                                                                            ----
                                                                                
NUVEEN UNIT TRUSTS.........................................................   3 
COMPOSITION OF TRUSTS......................................................   4 
PUBLIC OFFERING PRICE......................................................   5 
MARKET FOR UNITS...........................................................   7 
EVALUATION OF SECURITIES AT THE INITIAL DATE OF DEPOSIT....................   8 
TAX STATUS.................................................................   8 
RETIREMENT PLANS...........................................................  12 
TRUST OPERATING EXPENSES...................................................  12 
DISTRIBUTIONS TO UNITHOLDERS...............................................  13 
ACCUMULATION PLAN..........................................................  14 
REPORTS TO UNITHOLDERS.....................................................  14 
UNIT VALUE AND EVALUATION..................................................  15 
DISTRIBUTIONS OF UNITS TO THE PUBLIC.......................................  15 
OWNERSHIP AND TRANSFER OF UNITS............................................  16 
REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATES......................  17 
REDEMPTION.................................................................  17 
PURCHASE OF UNITS BY THE SPONSOR...........................................  19 
REMOVAL OF SECURITIES FROM THE TRUSTS......................................  19 
INFORMATION ABOUT THE TRUSTEE..............................................  20 
LIMITATIONS ON LIABILITIES OF SPONSOR AND TRUSTEE..........................  20 
SUCCESSOR TRUSTEES AND SPONSORS............................................  20 
INFORMATION ABOUT THE SPONSOR..............................................  20 
INFORMATION ABOUT THE EVALUATOR............................................  21 
OTHER INFORMATION..........................................................  21 
LEGAL OPINION..............................................................  22 
AUDITORS...................................................................  22 
SUPPLEMENTAL INFORMATION...................................................  22 

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Nuveen Unit Trusts                                                              

This Nuveen Unit Trust is one of a series of separate but similar investment
companies created by the Sponsor, each of which is designated by a different    
Series number. The underlying unit investment trusts contained in this Series   
are combined under one Trust Indenture and Agreement. Specific information      
regarding each Trust is set forth in Part A of this Prospectus. The various     
Nuveen Unit Trusts are collectively referred to herein as the "Trusts."  This   
Series was created under the laws of the State of New York pursuant to a Trust  
Indenture and Agreement dated the Initial Date of Deposit (the "Indenture")     
between John Nuveen & Co. Incorporated ("Nuveen" or the "Sponsor") and The      
Chase Manhattan Bank (the "Trustee").                                           

The Sponsor has deposited with the Trustee delivery statements relating to  
contracts for the purchase of common stocks of the companies described in the   
applicable Part A of the Prospectus, together with funds represented by an      
irrevocable letter of credit issued by a major commercial bank in the amount    
required for their purchase (or the securities themselves) (the "Securities").  
See "Schedule of Investments" in Part A of the Prospectus, for a description    
of the Securities deposited in the applicable Trust. See also, "Trust           
Strategies" and "Risk Factors" in Part A of the Prospectus.                     

The Trustee has delivered to the Sponsor registered Units which represent   
ownership of the entire Trust, and which are offered for sale by this           
Prospectus. Each Unit of a Trust represents a fractional undivided interest in  
the Securities deposited in such Trust in the ratio set forth in "Essential     
Information" in Part A of this Prospectus. Units may only be sold in states in  
which they are registered. To the extent that any Units of any Trust are        
redeemed by the Trustee, the aggregate value of the Trust's assets will         
decrease by the amount paid to the redeeming Unitholder, but the fractional     
undivided interest of each unredeemed Unit in such Trust will increase          
proportionately. The Sponsor will initially, and from time to time thereafter,  
hold Units in connection with their offering.                                   

Additional Units of a Trust may be issued from time to time following the   
Initial Date of Deposit by depositing in such Trust additional Securities (or   
contracts therefore backed by an irrevocable letter of credit or cash) or cash  
(including a letter of credit) with instructions to purchase additional         
Securities in the Trust. As additional Units are issued by a Trust as a result  
of the deposit of additional Securities or cash by the Sponsor, the aggregate   
value of the Securities in a Trust will be increased and the fractional         
undivided interest in such Trust represented by each Unit will be decreased.    
The Sponsor may continue to make additional deposits of Securities, or cash     
with instructions to purchase additional Securities, into a Trust following     
the Initial Date of Deposit, provided that such additional deposits will be in  
amounts which will maintain, within reasonable parameters, the same original    
proportionate relationship among the Securities in such Trust established on    
the Initial Date of Deposit. Thus, although additional Units will be issued,    
each Unit will continue to represent the same proportionate amount of each      
Security. To the extent that any Units are redeemed by the Trustee or           
additional Units are issued as a result of additional Securities or cash being  
deposited by the Sponsor, the fractional undivided interest in a Trust          
represented by each unredeemed Unit will decrease or increase accordingly,      
although the actual interest in such Trust represented by such fraction will    
remain unchanged. If the Sponsor deposits cash, however, existing and new       
investors may experience a dilution of their investment and a reduction in      
their anticipated income because of fluctuations in the price of the            
Securities between the time of the cash deposit and the purchase of the         
Securities and because the Trust will pay the associated brokerage fees. To     
minimize this effect, the Trust will try to purchase the Securities as close    
to the evaluation time or as close to the evaluation price as possible. Units   
will remain outstanding until redeemed upon tender to the Trustee by            
Unitholders, which may include the Sponsor, or until termination of the         
Indenture.                                                                      

The Sponsor may realize a profit (or sustain a loss) as of the opening of   
business on the Initial Date of Deposit resulting from the difference between   
the purchase prices of the Securities and the cost of such Securities to the    
Trust, which is based on the evaluation of the Securities as of the opening of  
business on the Initial Date of Deposit. (See "Schedule of Investments" in      
Part A of the Prospectus.) The Sponsor may also be considered to have realized  
a profit or to have sustained a loss, as the case may be, in the amount of any  
difference between the cost of the Securities to the Trust (which is based on   
the Evaluator's determination of the aggregate value of the underlying          
Securities of the Trust) on the subsequent date(s) of deposit and the cost of   
such Securities to Nuveen, if applicable.                                       

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Composition of Trusts                                                           

Each Trust initially consists of delivery statements relating to contracts  
to purchase Securities (or of such Securities) as are listed under "Schedule    
of Investments" in Part A of this Prospectus and, thereafter, of such           
Securities as may continue to be held from time to time (including certain      
securities deposited in the Trust to create additional Units or in              
substitution for Securities not delivered to a Trust.) To assist the Sponsor    
in selecting Securities for the Trusts, the Sponsor may use its own resources   
to pay outside research service providers.                                      

Limited Replacement of Certain Securities. Neither the Sponsor nor the      
Trustee shall be liable in any way for any default, failure or defect in any    
Security. In the event of a failure to deliver any Security that has been       
purchased for a Trust under a contract, including those Securities purchased    
on a when, as and if issued basis ("Failed Securities"), the Sponsor is         
authorized under the Indenture to direct the Trustee to acquire other           
specified Securities ("Replacement Securities") to make up the original corpus  
of the Trust within 20 days after delivery of notice of the failed contract     
and the cost to the Trust may not exceed the amount of funds reserved for the   
purchase of the Failed Securities.                                              

If the right of limited substitution described in the preceding paragraph is
not utilized to acquire Replacement Securities in the event of a failed         
contract, the Sponsor will refund the sales charge attributable to such Failed  
Securities to all Unitholders of the Trust and the Trustee will distribute the  
principal attributable to such Failed Securities not more than 120 days after   
the date on which the Trustee received a notice from the Sponsor that a         
Replacement Security would not be deposited in the Trust. In addition,          
Unitholders should be aware that, at the time of receipt of such principal,     
they may not be able to reinvest such proceeds in other securities with         
equivalent growth potential at a comparable price.                              

The Indenture also authorizes the Sponsor to increase the size of the Trust 
and the number of Units thereof by the deposit of additional Securities in the  
Trust or cash (including a letter of credit) with instructions to purchase      
additional Securities in the Trust and the issuance of a corresponding number   
of additional Units. If the Sponsor deposits cash, however, existing and new    
investors may experience a dilution of their investment and a reduction in      
their anticipated income because of fluctuations in the prices of the           
Securities between the time of the cash deposit and the purchase of the         
Securities and because the Trust will pay the associated brokerage fees.        

Sale of Securities. Certain of the Securities may from time to time under   
certain circumstances be sold. The proceeds from such events will be used to    
pay expenses or for Units redeemed or distributed to Unitholders and not        
reinvested; accordingly, no assurance can be given that a Trust will retain     
for any length of time its present size and composition.                        

Litigation. Except as provided in Part A of the Prospectus, to the best     
knowledge of the Sponsor, there is no litigation pending as of the Initial      
Date of Deposit in respect of any Securities which might reasonably be          
expected to have a material adverse effect on any of the Trusts. It is          
possible that after the Initial Date of Deposit, litigation may be initiated    
with respect to Securities in any Trust. The Sponsor is unable to predict       
whether any such litigation may be instituted, or if instituted, whether such   
litigation might have a material adverse effect on the Trusts.                  

Unitholders will be unable to dispose of any of the Securities in a Trust   
and will not be able to vote the Securities. As the holder of the Securities,   
the Trustee will have the right to vote all of the voting stocks in a Trust     
and will vote such stocks in accordance with the instructions of the Sponsor.   

The value of the Securities will fluctuate over the life of a Trust and may 
be more or less than the value at the time they were deposited in such Trust.   
The Securities may appreciate or depreciate in value (or pay dividends)         
depending on the full range of economic and market influences affecting these   
Securities, including the impact of the Sponsor's purchase and sale of          
Securities (especially during the primary offering period of Units of a Trust)  
and other factors.                                                              

Whether or not the Securities are listed on a securities exchange, the      
principal trading market for the Securities may be in the over-the-counter      
market. As a result, the existence of a liquid trading market                   

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for the Securities may depend on whether dealers will make a market in the      
Securities. There can be no assurance that a market will be made for any of     
the Securities, that any market for the Securities will be maintained or of     
the liquidity of the Securities in any markets made. In addition, the Trust     
may be restricted under the Investment Company Act of 1940 from selling         
Securities to the Sponsor. The price at which the Securities may be sold to     
meet redemptions and the value of a Trust will be adversely affected if         
trading markets for the Securities are limited or absent. There can be no       
assurance that a Trust will achieve its investment objectives.                  

Year 2000 Problem. Like other investment companies, financial and business  
organizations and individuals around the world a Trust could be adversely       
affected if the computer systems used by the Sponsor or Trustee or other        
service providers to such Trust do not properly process and calculate date-     
related information and data from and after January 1, 2000. This is commonly   
known as the "Year 2000 Problem." The Sponsor and Trustee are taking steps      
that they believe are reasonably designed to address the Year 2000 Problem      
with respect to computer systems that they use and to obtain reasonable         
assurances that comparable steps are being taken by a Trust's other service     
providers. At this time, however, there can be no assurance that these steps    
will be sufficient to avoid any adverse impact to a Trust.                      

The Year 2000 Problem is expected to impact corporations and other parties, 
which may include issuers of the Securities contained in a Trust, to varying    
degrees based upon various factors, including, but not limited to, their        
industry sector and degree of technological sophistication. The Sponsor is      
unable to predict what impact, if any, the Year 2000 Problem will have on       
issuers of the Securities contained in a Trust.                                 

Legislation. At any time after the Initial Date of Deposit, legislation may 
be enacted, with respect to the Securities in a Trust or the issuers of the     
Securities. Changing approaches to regulation, particularly with respect to     
the environment or with respect to the petroleum or tobacco industry, may have  
a negative impact on certain companies represented in a Trust. There can be no  
assurance that future legislation, regulation or deregulation will not have a   
material adverse effect on a Trust or will not impair the ability of the        
issuers of the Securities to achieve their business goals.                      

Nuveen has obtained the descriptions of the companies in Part A for each    
sector from sources it deems reliable. However, Nuveen has not independently    
verified the accuracy or completeness of the information provided.              

Public Offering Price                                                           

The Public Offering Price of the Units is based on the aggregate underlying 
value of the Securities in a Trust (generally determined by the closing sale    
prices of listed Securities and the ask prices of over-the-counter traded       
Securities), plus or minus cash, if any, in the Income and Capital Accounts of  
the Trust, plus an initial sales charge equal to the difference between the     
maximum sales charge (as set forth in Part A of the Prospectus) per Unit and    
the maximum remaining deferred sales charge (as set forth in Part A of the      
Prospectus) and is rounded to the nearest cent. In addition, a portion of the   
Public Offering Price during the initial offering period also consists of       
Securities in an amount sufficient to pay for all or a portion of the costs     
incurred in establishing a Trust, including costs of preparing the              
registration statement, the trust indenture and other closing documents,        
registering Units with the Securities and Exchange Commission and states, the   
initial audit of each Trust portfolio, the initial evaluation, legal fees, the  
initial fees and expenses of the Trustee and any non-material out-of-pocket     
expenses. The organizational and offering costs will be deducted from the       
assets of a Trust as of the close of the initial offering period. See "Trust    
Summary and Financial Highlights" in Part A of the Prospectus. Commencing on    
those dates set forth under "Investing in the Trust--Sales Charges" in Part A   
of this Prospectus, a deferred sales charge in an amount described in Part A    
of the Prospectus will be assessed per Unit per applicable month. The deferred  
sales charges will be paid from funds in the Capital Account, if sufficient,    
or from the periodic sale of Securities. A pro rata share of accumulated        
dividends, if any, in the Income Account from the preceding Record Date to,     
but not including, the settlement date (normally three business days after      
purchase) is added to the Public Offering Price. The total maximum sales        
charge assessed to Unitholders on a per Unit basis will be the amount set       
forth in "Sales Charge" in Part A of the prospectus. See "UNIT VALUE AND        
EVALUATION."                                                                    

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The sales charge applicable to quantity purchases is reduced on a graduated 
scale as set forth in Part A of this Prospectus. For purposes of calculating    
the applicable sales charge, purchasers who have indicated their intent to      
purchase a specified amount of Units of any Nuveen unit investment trust in     
the primary or secondary offering period by executing and delivering a letter   
of intent to the Sponsor, which letter of intent must be in a form acceptable   
to the Sponsor and shall have a maximum duration of thirteen months, will be    
eligible to receive a reduced sales charge according to the graduated scale     
provided in Part A of this Prospectus, based on the amount of intended          
aggregate purchases (excluding purchases which are subject only to a deferred   
sales charge) as expressed in the letter of intent. For purposes of letter of   
intent calculations units of equity products are valued at $10 per unit. Due    
to administrative limitations and in order to permit adequate tracking, the     
only secondary market purchases that will be permitted to be applied toward     
the intended specified amount and that will receive the corresponding reduced   
sales charge are those Units that are acquired through or from the Sponsor. By  
establishing a letter of intent, a Unitholder agrees that the first purchase    
of Units following the execution of such letter of intent will be at least 5%   
of the total amount of the intended aggregate purchases expressed in such       
Unitholder's letter of intent. Further, through the establishment of the        
letter of intent, such Unitholder agrees that Units representing 5% of the      
total amount of the intended purchases will be held in escrow by the Trustee    
pending completion of these purchases. All distributions on Units held in       
escrow will be credited to such Unitholder's account. If total purchases prior  
to the expiration of the letter of intent period equal or exceed the amount     
specified in a Unitholder's letter of intent, the Units held in escrow will be  
transferred to such Unitholder's account. A Unitholder who purchases Units      
during the letter of intent period in excess of the number of Units specified   
in a Unitholder's letter of intent, the amount of which would cause the         
Unitholder to be eligible to receive an additional sales charge reduction,      
will be allowed such additional sales charge reduction on the purchase of       
Units which caused the Unitholder to reach such new breakpoint level and on     
all additional purchases of Units during the letter of intent period. If the    
total purchases are less than the amount specified, the Unitholder involved     
must pay the Sponsor an amount equal to the difference between the amounts      
paid for these purchases and the amounts which would have been paid if the      
higher sales charge had been applied; the Unitholder will, however, be          
entitled to any reduced sales charge qualified for by reaching any lower        
breakpoint level. If such Unitholder does not pay the additional amount within  
20 days after written request by the Sponsor or the Unitholder's securities     
representative, the Sponsor will instruct the Trustee to redeem an appropriate  
number of the escrowed Units to meet the required payment. By establishing a    
letter of intent, a Unitholder irrevocably appoints the Sponsor as attorney to  
give instructions to redeem any or all of such Unitholder's escrowed Units,     
with full power of substitution in the premises. A Unitholder or his            
securities representative must notify the Sponsor whenever such Unitholder      
makes a purchase of Units that he wishes to be counted towards the intended     
amount.                                                                         

For "secondary market" sales the Public Offering Price per Unit of each     
Trust is determined by adding to the Trustee's determination of the aggregate   
value of each Security in the Trust (generally determined by the closing sale   
prices of listed Securities and the bid prices of over-the-counter traded       
Securities) a sales charge as set forth in Part A of this Prospectus. See       
"UNIT VALUE AND EVALUATION."                                                    

Pursuant to the terms of the Indenture, the Trustee may terminate a Trust if
the net asset value of such Trust, as shown by any evaluation, is less than     
20% of the total value of the Securities deposited in the Trust during the      
primary offering period of the Trust.                                           

At all times while Units are being offered for sale, the Trustee will       
appraise or cause to be appraised daily the value of the underlying Securities  
in each Trust as of 4:00 p.m. eastern time, or as of any earlier closing time   
on a day on which the New York Stock Exchange (the "Exchange") is scheduled in  
advance to close at such earlier time and will adjust the Public Offering       
Price of the Units commensurate with such appraisal ("Evaluation Time"). Such   
Public Offering Price will be effective for all orders received by a dealer or  
the Sponsor at or prior to 4:00 p.m. eastern time on each such day or as of     
any earlier closing time on a day on which the Exchange is scheduled in         
advance to close at such earlier time. Orders received after that time, or on   
a day when the Exchange is closed for a scheduled holiday or weekend, will be   
held until the next determination of price.                                     

The graduated sales charges set forth in the table provided in Part A of    
this Prospectus will apply on all applicable purchases of Nuveen investment     
company securities on any one day by the same                                   

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purchaser in the amounts stated, and for this purpose purchases of this Trust   
will be aggregated with concurrent purchases of any other Nuveen unit           
investment trust or of shares of any open-end management investment company of  
which the Sponsor is principal underwriter and with respect to the purchase of  
which a sales charge is imposed. Purchases by or for the account of             
individuals and their spouses, parents, children, grandchildren, grandparents,  
parents-in-law, sons- and daughters-in-law, siblings, a sibling's spouse and a  
spouse's siblings ("immediate family members") will be aggregated to determine  
the applicable sales charge. The graduated sales charges are also applicable    
to a trustee or other fiduciary purchasing securities for a single trust        
estate or single fiduciary account.                                             

Units may be purchased at the Public Offering Price without a sales charge  
by officers or directors and by bona fide, full-time employees of Nuveen,       
Nuveen Advisory Corp., Nuveen Institutional Advisory Corp. and The John Nuveen  
Company, including in each case these individuals and their immediate family    
members (as defined above). No dealer concessions will be paid for such         
purchases.                                                                      

Unitholders of other unit investment trusts having a similar strategy as the
Trust may utilize their termination proceeds to purchase Units of the Trust     
with the sales charge applicable for "Rollovers" as provided in Part A of the   
Prospectus. The dealer concession for such purchases will be that applicable    
to "Rollovers".                                                                 

Units may be purchased with the reduced sales charge provided for "Wrap     
Accounts" under "Sales Charges" in Part A of the Prospectus by (1) investors    
who purchase Units through registered investment advisers, certified financial  
planners and registered broker-dealers who in each case either charge periodic  
fees for financial planning, investment advisory or asset management services,  
or provide such services in connection with the establishment of an investment  
account for which a comprehensive "wrap fee" charge is imposed, (2) bank trust  
departments investing funds over which they exercise exclusive discretionary    
investment authority and that are held in a fiduciary, agency, custodial or     
similar capacity, (3) any person who for at least 90 days, has been an          
officer, director or bona fide employee of any firm offering Units for sale to  
investors or of vendors who provide services to the Sponsor or their immediate  
family members (as defined above) and (4) officers and directors of bank        
holding companies that make Units available directly or through subsidiaries    
or bank affiliates (collectively, the "Discounted Purchases"). Notwithstanding  
anything to the contrary in this Prospectus, investors who purchase Units as    
described in this paragraph will not receive sales charge reductions for        
quantity purchases.                                                             

During the initial offering period, unitholders of any Nuveen-sponsored unit
investment trust may utilize their redemption or termination proceeds to        
purchase Units of a Trust with the sales charge applicable for "Rollovers" as   
provided in Part A of the Prospectus.                                           

Whether or not Units are being offered for sale, the Trustee will determine 
or cause to be determined the aggregate value of each Trust as of 4:00 p.m.     
eastern time: (i) on each June 30 or December 31 (or, if such date is not a     
business day, the last business day prior thereto), (ii) on any day on which a  
Unit is tendered for redemption (or the next succeeding business day if the     
date of tender is a non-business day) and (iii) at such other times as may be   
necessary. For this purpose, a "business day" shall be any day on which the     
Exchange is normally open. (See "UNIT VALUE AND EVALUATION.")                   

Market for Units                                                                

During the initial public offering period, the Sponsor intends to offer to  
purchase Units of each Trust at a price based upon the pro rata share per Unit  
of the aggregate underlying value of the Securities in such Trust (generally    
determined by the closing sale prices of listed Securities and the ask prices   
of over-the-counter traded Securities). Afterward, although it is not           
obligated to do so, the Sponsor may maintain a secondary market for Units of    
each Trust at its own expense and continuously offer to purchase Units of each  
Trust at prices, subject to change at any time, which are based upon the        
aggregate underlying value of the Securities in a Trust (generally determined   
by the closing sale prices of listed Securities and the bid prices of over-     
the-counter traded Securities). During the initial offering period, the price   
at which the Sponsor expects to repurchase Units (the "Sponsor's Repurchase     
Price") includes estimated organizational and offering costs per Unit. After    
the initial offering period, the Sponsor's Repurchase Price will not include    
such estimated organizational and offering costs. See "Trust Summary and        
Financial Highlights" in Part A of the Prospectus. Unitholders who wish to      
dispose of their Units should inquire of the Trustee or their broker as to the  
current Redemption Price. Units subject to a deferred sales charge which are    
sold or tendered for redemption prior to such time as the entire deferred       

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sales charge on such Units has been collected will be assessed the amount of    
the remaining deferred sales charge at the time of sale or redemption. In       
connection with its secondary market making activities, the Sponsor may from    
time to time enter into secondary market joint account agreements with other    
brokers and dealers. Pursuant to such an agreement, the Sponsor will generally  
purchase Units from the broker or dealer at the Redemption Price (as defined    
in "REDEMPTION") and will place the Units into a joint account managed by the   
Sponsor; sales from the account will be made in accordance with the then        
current prospectus and the Sponsor and the broker or dealer will share profits  
and losses in the joint account in accordance with the terms of their joint     
account agreement.                                                              

In maintaining a market for the Units, the Sponsor will realize profits or  
sustain losses in the amount of any difference between the price at which       
Units are purchased and the price at which Units are resold or redeemed. The    
secondary market Public Offering Price of Units may be greater or less than     
the cost of such Units to the Sponsor.                                          

Certificates, if any, for Units are delivered to the purchaser as promptly  
after the date of settlement (three business days after purchase) as the        
Trustee can complete the mechanics of registration, normally within 48 hours    
after registration instructions are received. Purchasers of Units to whom Cer-  
tificates are issued will be unable to exercise any right of redemption until   
they have received their Certificates, properly endorsed for transfer. (See     
"REDEMPTION.")                                                                  

Evaluation of Securities at the Initial Date of Deposit                         

The prices at which the Securities deposited in the Trusts would have been  
offered to the public on the business day prior to the Initial Date of Deposit  
were determined by the Trustee.                                                 

The amount by which the Trustee's determination of the aggregate value of   
the Securities deposited in the Trusts was greater or less than the cost of     
such Securities to the Sponsor was profit or loss to the Sponsor. (See Part A   
of this Prospectus.) The Sponsor also may realize further profit or sustain     
further loss as a result of fluctuations in the Public Offering Price of the    
Units. Cash, if any, made available to the Sponsor prior to the settlement      
date for a purchase of Units, or prior to the acquisition of all Portfolio se-  
curities by a Trust, may be available for use in the Sponsor's business, and    
may be of benefit to the Sponsor.                                               

Tax Status                                                                      

The following is a general discussion of certain of the Federal income tax  
consequences of the purchase, ownership and disposition of the Units. The       
summary is limited to investors who hold the Units as "capital assets"          
(generally, property held for investment) within the meaning of Section 1221    
of the Internal Revenue Code of 1986 (the "Code"). Unitholders should consult   
their tax advisers in determining the Federal, state, local and any other tax   
consequences of the purchase, ownership and disposition of Units in a Trust.    
For purposes of the following discussion and opinions, it is assumed that each  
Security is equity for Federal income tax purposes.                             

In the opinion of Chapman and Cutler, special counsel for the Sponsor, under
existing law:                                                                   

1. Each Trust is not an association taxable as a corporation for Federal
income tax purposes; each Unitholder will be treated as the owner of a pro  
rata portion of each of the assets of the Trust under the Code; and the     
income of the Trust will be treated as income of the Unitholders thereof    
under the Code. Each Unitholder will be considered to have received his pro 
rata portion of income derived from each Trust asset when such income is    
considered to be received by the Trust. A Unitholder will be considered to  
have received all of the dividends paid on his pro rata portion of each     
Security when such dividends are considered to be received by the Trust     
regardless of whether such dividends are used to pay a portion of the       
deferred sales charge. Unitholders will be taxed in this manner regardless  
of whether distributions from a Trust are actually received by the          
Unitholder or are automatically reinvested.                                 

2. Each Unitholder will have a taxable event when a Trust disposes of a 
Security (whether by sale, taxable exchange, liquidation, redemption, or    
otherwise) or upon the sale or redemption of                                

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Units by such Unitholder (except to the extent an in-kind distribution of   
stock is received by such Unitholder as described below). The price a       
Unitholder pays for his or her Units, generally including sales charges, is 
allocated among his or her pro rata portion of each Security held by a      
Trust (in proportion to the fair market values thereof on the valuation     
date closest to the date the Unitholder purchases his or her Units) in      
order to determine his or her tax basis for his or her pro rata portion of  
each Security held by the Trust. Unitholders should consult their own tax   
advisors with regard to the calculation of basis. For Federal income tax    
purposes, a Unitholder's pro rata portion of dividends, as defined by       
Section 316 of the Code, paid by a corporation with respect to a Security   
held by the Trust is taxable as ordinary income to the extent of such       
corporation's current and accumulated "earnings and profits." A             
Unitholder's pro rata portion of dividends paid on such Security which      
exceeds such current and accumulated earnings and profits will first reduce 
a Unitholder's tax basis in such Security, and to the extent that such      
dividends exceed a Unitholder's tax basis in such Security shall generally  
be treated as capital gain. In general, the holding period for such capital 
gain will be determined by the period of time a Unitholder has held his or  
her Units.                                                                  

 3. A Unitholder's portion of gain, if any, upon the sale or redemption of
Units or the disposition of Securities held by the Trust will generally be  
considered a capital gain (except in the case of a dealer or a financial    
institution). A Unitholder's portion of loss, if any, upon the sale or      
redemption of Units or the disposition of Securities held by the Trust will 
generally be considered a capital loss (except in the case of a dealer or a 
financial institution). Unitholders should consult their tax advisors       
regarding the recognition of such capital gains and losses for Federal      
income tax purposes.                                                        

Deferred Sales Charge. Generally the tax basis of a Unitholder includes     
sales charges, and such charges are not deductible. A portion of the sales      
charge is deferred. It is possible that for Federal income tax purposes, a      
portion of the deferred sales charge may be treated as interest which should    
be deductible by a Unitholder subject to limitations on the deduction of        
investment interest. In such case, the non-interest portion of the deferred     
sales charge would be added to the Unitholder's tax basis in his or her Units.  
The deferred sales charge could cause the Unitholder's Units to be considered   
to be debt-financed under Section 246A of the Code which would result in a      
small reduction of the dividends received deduction. In any case, the income    
(or proceeds from redemption) a Unitholder must take into account for Federal   
income tax purposes is not reduced by amounts deducted to pay the deferred      
sales charge. Unitholders should consult their own tax advisers as to the       
income tax consequences of the deferred sales charge.                           

Dividends Received Deduction. A corporation that owns Units will generally  
be entitled to a 70% dividends received deduction with respect to such          
Unitholder's pro rata portion of dividends received by the Trust (to the        
extent such dividends are taxable as ordinary income, as discussed above and    
are attributable to domestic corporations) in the same manner as if such        
corporation directly owned the Securities paying such dividends (other than     
corporate Unitholders, such as "S" corporations, which are not eligible for     
the deduction because of their special characteristics and other than for       
purposes of special taxes such as the accumulated earnings tax and the          
personal holding corporation tax). However, a corporation owning Units should   
be aware that Sections 246 and 246A of the Code impose additional limitations   
on the eligibility of dividends for the 70% dividends received deduction.       
These limitations include a requirement that stock (and therefore Units) must   
generally be held at least 46 days (as determined under and during the period   
specified in Section 246(c) of the Code). Final regulations have been issued    
which address special rules that must be considered in determining whether the  
46-day holding period requirement is met. Moreover, the allowable percentage    
of the deduction will be reduced from 70% if a corporate Unitholder owns        
certain stock (or Units) the financing of which is directly attributable to     
indebtedness incurred by such corporation.                                      

To the extent dividends received by the Trust are attributable to foreign   
corporations, a corporation that owns Units will not be entitled to the         
dividends received deduction with respect to its pro rata portion of such       
dividends, since the dividends received deduction is generally available only   
with respect to dividends paid by domestic corporations.                        

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Limitations on Deductibility of Trust Expenses by Unitholders. Each         
Unitholder's pro rata share of each expense paid by a Trust is deductible by    
the Unitholder to the same extent as though the expense had been paid directly  
by him or her. It should be noted that as a result of the Tax Reform Act of     
1986, certain miscellaneous itemized deductions, such as investment expenses,   
tax return preparation fees and employee business expenses will be deductible   
by an individual only to the extent they exceed 2% of such individual's         
adjusted gross income. Unitholder's may be required to treat some or all of     
the expenses of a Trust as miscellaneous itemized deductions subject to this    
limitation. Unitholders should consult with their tax advisers regarding the    
limitations on the deductibility of Trust expenses. Unitholders should consult  
with their tax advisers regarding the limitations on the deductibility of       
Trust expenses.                                                                 

Recognition of Taxable Gain or Loss Upon Disposition of Securities by a     
Trust or Disposition of Units. As discussed above, a Unitholder may recognize   
taxable gain (or loss) when a Security is disposed of by the Trust or if the    
Unitholder disposes of a Unit (although losses incurred by Rollover             
Unitholders may be subject to disallowance, as discussed above). The Internal   
Revenue Service Restructuring and Reform Act of 1998 (the "1998 Tax Act")       
provides that for taypayers other than corporations, net capital gain (which    
is defined as net long-term capital gain over net short-term capital loss for   
the taxable year) realized from property (with certain exclusions) is subject   
to a maximum marginal stated tax rate of 20% (10% in the case of certain        
taxpayers in the lowest tax bracket). 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. The date on which a Unit is   
acquired (i.e., the "trade date") is excluded for purposes for determining the  
holding period of the Unit. Capital gains realized from assets held for one     
year or less are taxed at the same rates as ordinary income.                    

In addition, please note that capital gains may be recharacterized as       
ordinary income in the case of certain financial transactions that are          
considered "conversion transactions" effective for transactions entered into    
after April 30, 1993. Unitholders and prospective investors should consult      
with their tax advisers regarding the potential effect of this provision on     
their investment in Units.                                                      

If the Unitholder disposes of a Unit, the Unitholder is deemed thereby to   
have disposed of his or her entire pro rata interest in all assets of the       
Trust involved including his or her pro rata portion of all the Securities      
represented by the Unit.                                                        

The Taxpayer Relief Act of 1997 (the "1997 Act") includes provisions that   
treat certain transactions designed to reduce or eliminate risk of loss and     
opportunities for gain (e.g., short sales, offsetting notional principal        
contracts, futures or forward contracts or similar transactions) as             
constructive sales for purposes of recognition of gain (but not loss) and for   
purposes of determining the holding period. Unitholders should consult their    
own tax advisors with regard to any such constructive sales rules.              

Special Tax Consequences of In-Kind Distributions Upon Redemption of Units  
and Termination of a Trust. As discussed in "REDEMPTION" and "OTHER             
INFORMATION--Termination of Indenture," under certain circumstances a           
Unitholder who owns at least 1,000 Units of a Trust may request an In-Kind      
Distribution upon the redemption of Units or the termination of such Trust.     
The Unitholder requesting an In-Kind Distribution will be liable for expenses   
related thereto (the "Distribution Expenses") and the amount of such In-Kind    
Distribution will be reduced by the amount of the Distribution Expenses. See    
"DISTRIBUTIONS TO UNITHOLDERS." As previously discussed, prior to the           
redemption of Units or the termination of a Trust, a Unitholder is considered   
as owning a pro rata portion of each of the Trust's assets for Federal income   
tax purposes. The receipt of an In-Kind Distribution upon the redemption of     
Units or the termination of a Trust will result in a Unitholder receiving an    
undivided interest in whole shares of stock plus, possibly, cash.               

The potential tax consequences that may occur under an In-Kind Distribution 
will depend on whether or not a Unitholder receives cash in addition to         
Securities. A "Security" for this purpose is a particular class of stock        
issued by a particular corporation. A Unitholder will not recognize gain or     
loss if a Unitholder only receives Securities in exchange for his or her pro    
rata portion in the Securities held by the Trust. However, if a Unitholder      
also receives cash in exchange for a fractional share of a Security             

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held by the Trust, such Unitholder will generally recognize gain or loss based  
upon the difference between the amount of cash received by the Unitholder and   
his or her tax basis in such fractional share of a Security held by a Trust.    

Because each Trust will own many Securities, a Unitholder who requests an   
In-Kind Distribution will have to analyze the tax consequences with respect to  
each Security owned by the Trust. The amount of taxable gain (or loss) recog-   
nized upon such exchange will generally equal the sum of the gain (or loss)     
recognized under the rules described above by such Unitholder with respect to   
each Security owned by the Trust. Unitholders who request an In-Kind Distribu-  
tion are advised to consult their tax advisers in this regard.                  

Computation of the Unitholder's Tax Basis. Initially, a Unitholder's tax ba-
sis in his or her Units will generally equal the price paid by such Unitholder  
for his or her Units. The cost of the Units is allocated among the Securities   
held by the Trust in accordance with the proportion of the fair market values   
of such Securities on the valuation date nearest the date the Units are pur-    
chased in order to determine such Unitholder's tax basis for his or her pro     
rata portion of each Security.                                                  

A Unitholder's tax basis in his or her Units and his or her pro rata portion
of a Security held by a Trust will be reduced to the extent dividends paid      
with respect to such Security are received by the Trust which are not taxable   
as ordinary income as described above.                                          

General. Each Unitholder will be requested to provide the Unitholder's tax- 
payer identification number to the Trustee and to certify that the Unitholder   
has not been notified that payments to the Unitholder are subject to back-up    
withholding. If the proper taxpayer identification number and appropriate cer-  
tification are not provided when requested, distributions by the Trust to such  
Unitholder (including amounts received upon the redemption of Units) will be    
subject to back-up withholding. Distributions by the Trust (other than those    
that are not treated as United States source income, if any) will generally be  
subject to United States income taxation and withholding in the case of Units   
held by non-resident alien individuals, foreign corporations or other non-      
United States persons. Such persons should consult their tax advisers.          

In general, income that is not effectively connected to the conduct of a    
trade or business within the United States that is earned by non-U.S.           
Unitholders and derived from dividends of foreign corporations will not be      
subject to U.S. withholding tax provided that less than 25 percent of the       
gross income of the foreign corporation for a three-year period ending with     
the close of its taxable year preceding the year of payment was not effec-      
tively connected to the conduct of a trade or business within the United        
States. In addition, such earnings may be exempt from U.S. withholding pursu-   
ant to a specific treaty between the United States and a foreign country. Non-  
U.S. Unitholders should consult their own tax advisers regarding the imposi-    
tion of U.S. withholding on distributions from the Trust.                       

It should be noted that payments to a Trust of dividends on Securities that 
are attributable to foreign corporations may be subject to foreign withholding  
taxes and Unitholders should consult their tax advisers regarding the poten-    
tial tax consequences relating to the payment of any such withholding taxes by  
a Trust. Any dividends withheld as a result thereof will nevertheless be        
treated as income to the Unitholders. Because under the grantor trust rules,    
an investor is deemed to have paid directly his share of foreign taxes that     
have been paid or accrued, if any, an investor may be entitled to a foreign     
tax credit or deduction for United States tax purposes with respect to such     
taxes. A required holding period is imposed for such credits.                   

At the termination of a Trust, the Trustee will furnish to each Unitholder a
statement containing information relating to the dividends received by the      
Trust on the Securities, the gross proceeds received by the Trust from the      
disposition of any Security (resulting from redemption or the sale of any Se-   
curity) and the fees and expenses paid by the Trust. The Trustee will also      
furnish annual information returns to Unitholders and the Internal Revenue      
Service.                                                                        

Unitholders desiring to purchase Units for tax-deferred plans and IRAs      
should consult their broker for details on establishing such accounts. Units    
may also be purchased by persons who already have self-directed plans estab-    
lished. See "RETIREMENT PLANS."                                                 

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In the opinion of Carter, Ledyard & Milburn, Special Counsel to the Trusts  
for New York tax matters, under the existing income tax laws of the State of    
New York, each Trust is not an association taxable as a corporation and the     
income of each Trust will be treated as the income of the Unitholders thereof.  

The foregoing discussion relates only to the tax treatment of U.S.          
Unitholders ("U.S. Unitholder") with regard to federal and certain aspects of   
New York State and City income taxes. Unitholders may be subject to taxation in 
New York or in other jurisdictions and should consult their own tax advisers in 
this regard. As used herein, the term "U.S. Unitholder" means an owner of a     
Unit in a Trust that (a) is (i) for United States federal income tax purposes a 
citizen or resident of the United States, (ii) a corporation, partnership or    
other entity created or organized in or under the laws of the United States or  
of any political subdivision thereof, or (iii) an estate or trust the income of 
which is subject to United States federal income taxation regardless of its     
source or (b) does not qualify as a U.S. Unitholder in paragraph (a) but whose  
income from a Unit is effectively connected with such Unitholder's conduct of a 
United States trade or business. The term also includes certain former citizens 
of the United States whose income and gain on the Units will be taxable.        
Unitholders should consult their tax advisers regarding potential foreign,      
state or local taxation with respect to the Units.                              

Retirement Plans                                                                

Units of the Trusts may be well suited for purchase by Individual Retirement
Accounts, Keogh Plans, pension funds and other tax-deferred retirement plans.   
Generally the Federal income tax relating to capital gains and income received  
in each of the foregoing plans is deferred until distributions are received.    
Distributions from such plans are generally treated as ordinary income but may, 
in some cases, be eligible for special averaging or tax-deferred rollover       
treatment. Investors considering participation in any such plan should review   
specific tax laws related thereto and should consult their attorneys or tax     
advisers with respect to the establishment and maintenance of any such plan.    
Such plans are offered by brokerage firms and other financial institutions.     
Fees and charges with respect to such plans may vary.                           

Trust Operating Expenses                                                        

No annual advisory fee is charged to the Trusts by the Sponsor. The Sponsor 
and/or its affiliates do, however, receive an annual fee as set forth in        
"Expense Information" in Part A of the Prospectus for maintaining surveillance  
over the portfolio and for performing certain administrative services for the   
Trusts (the "Sponsor's Supervisory Fee"). In providing such supervisory         
services, the Sponsor may purchase research from a variety of sources, which    
may include dealers of the Trust. If so provided in Part A of the Prospectus,   
the Sponsor may also receive an annual fee for providing bookkeeping and        
administrative services for a Trust (the "Bookkeeping and Administration Fee"). 
Such services include, but are not limited to, the preparation of comprehensive 
tax statements and providing account information to the Unitholders. If so      
provided in Part A of the Prospectus, the Evaluator may also receive an annual  
fee for performing evaluation services for the Trusts (the "Evaluator's Fee").  
In addition, if so provided in Part A of the Prospectus, a Trust may be charged 
an annual licensing fee to cover licenses for the use of service marks,         
trademarks and trade names and/or for the use of databases and research.        
Estimated annual Trust expenses are as set forth in Part A of this Prospectus;  
if actual expenses are higher than the estimate, the excess will be borne by    
the Trust. The estimated expenses do not include the brokerage commissions      
payable by the Trust in purchasing and selling Securities.                      

The Trustee receives for ordinary recurring services an annual fee for each 
Trust as set forth in "Expense Information" appearing in Part A of this         
Prospectus. The Trustee's Fee may be periodically adjusted in response to       
fluctuations in short-term interest rates (reflecting the cost to the Trustee   
of advancing funds to a Trust to meet scheduled distributions). In addition,    
the Sponsor's Supervisory Fee, Bookkeeping and Administration Fee, Evaluator's  
Fee and the Trustee's Fee may be adjusted in accordance with the cumulative     
percentage increase of the United States Department of Labor's Consumer Price   
Index entitled "All Services Less Rent of Shelter" since the establishment of   
the Trusts. In addition, with respect to the fees payable to the Sponsor or an  
affiliate of the Sponsor for providing bookkeeping and other administrative     
services, supervisory services and evaluation services, such individual fees    
may exceed the actual costs of providing such services for a Trust, but at no   
time will the total amount received for such services, in the aggregate,        
rendered to all unit investment trusts of                                       

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which John Nuveen & Co. Incorporated is the Sponsor in any calendar year        
exceed the actual cost to the Sponsor or its affiliates of supplying such       
services, in the aggregate, in such year. The Trustee has the use of funds, if  
any, being held in the Income and Capital Accounts of each Trust for future     
distributions, payment of expenses and redemptions. These Accounts are non-     
interest bearing to Unitholders. Pursuant to normal banking procedures, the     
Trustee benefits from the use of funds held therein. Part of the Trustee's      
compensation for its services to the Trusts is expected to result from such     
use of these funds.                                                             

The following are additional expenses of the Trusts and, when paid by or are
owed to the Trustee, are secured by a lien on the assets of the Trust or        
Trusts to which such expenses are allocable: (1) the expenses and costs of any  
action undertaken by the Trustee to protect the Trusts and the rights and       
interests of the Unitholders; (2) all taxes and other governmental charges      
upon the Securities or any part of the Trusts (no such taxes or charges are     
being levied or made or, to the knowledge of the Sponsor, contemplated); (3)    
amounts payable to the Trustee as fees for ordinary recurring services and for  
extraordinary non-recurring services rendered pursuant to the Indenture, all    
disbursements and expenses, including counsel fees (including fees of counsel   
which the Trustee may retain) sustained or incurred by the Trustee in           
connection therewith; and (4) any losses or liabilities accruing to the         
Trustee without negligence, bad faith or willful misconduct on its part. The    
expenses are paid monthly and the Trustee is empowered to sell Securities in    
order to pay these amounts if funds are not otherwise available in the          
applicable Income and Capital Accounts.                                         

Unless the Sponsor determines that an audit is not required, the Indenture  
requires each Trust to be audited on an annual basis at the expense of the      
Trust by independent public accountants selected by the Sponsor. The Trustee    
shall not be required, however, to cause such an audit to be performed if its   
cost to a Trust shall exceed $.05 per Unit on an annual basis. Unitholders of   
a Trust covered by an audit may obtain a copy of the audited financial state-   
ments upon request.                                                             

Distributions to Unitholders                                                    

The Trustee will distribute any net income received with respect to any of  
the Securities in a Trust on or about the Income Distribution Dates to          
Unitholders of record on the preceding Income Record Date. See "Distributions"  
in Part A of this Prospectus. Persons who purchase Units will commence          
receiving distributions only after such person becomes a Record Owner.          
Notification to the Trustee of the transfer of Units is the responsibility of   
the purchaser, but in the normal course of business such notice is provided by  
the selling broker/dealer. Proceeds received on the sale of any Securities in   
a Trust, to the extent not used to meet redemptions of Units, pay the deferred  
sales charge or pay expenses will be distributed on the last day of each month  
if the amount available for distribution equals at least $1.00 per 100 Units    
("Capital Distribution Dates") to Unitholders of record on the fifteenth day    
of each applicable month ("Capital Record Dates"). The Trustee is not required  
to pay interest on funds held in the Capital Account of a Trust (but may        
itself earn interest thereon and therefore benefit from the use of such         
funds). A Unitholder's pro rata portion of the Capital Account, less expenses,  
will be distributed as part of the final liquidation distribution.              

It is anticipated that the deferred sales charge will be collected from the 
Capital Account of the Trusts and that amounts in the Capital Account will be   
sufficient to cover the cost of the deferred sales charge. To the extent that   
amounts in the Capital Account are insufficient to satisfy the then current     
deferred sales charge obligation, Securities may be sold to meet such           
shortfall. Distributions of amounts necessary to pay the deferred portion of    
the sales charge will be made to an account designated by the Sponsor for       
purposes of satisfying a Unitholder's deferred sales charge obligations.        

Under regulations issued by the Internal Revenue Service, the Trustee is    
required to withhold a specified percentage of any distribution made by a       
Trust if the Trustee has not been furnished the Unitholder's tax                
identification number in the manner required by such regulations. Any amount    
so withheld is transmitted to the Internal Revenue Service and may be           
recovered by the Unitholder under certain circumstances by contacting the       
Trustee, otherwise the amount may be recoverable only when filing a tax         
return. Under normal circumstances, the Trustee obtains the Unitholder's tax    
identification number from the selling broker. However, a Unitholder should     
examine his or her statements from the                                          

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Trustee to make sure that the Trustee has been provided a certified tax         
identification number in order to avoid this possible "back-up withholding."    
In the event the Trustee has not been previously provided such number, one      
should be provided as soon as possible.                                         

Within a reasonable time after a Trust is terminated, each Unitholder will, 
upon surrender of his Units for redemption, receive (i) the pro rata share of   
the amounts realized upon the disposition of Securities, unless he or she       
elects an In-Kind Distribution as described under "REDEMPTION" and (ii) a pro   
rata share of any other assets of such Trust, less expenses of such Trust.      

The Trustee will credit to the Income Account of a Trust any dividends      
received on the Securities therein. All other receipts (e.g., return of         
capital, etc.) are credited to the Capital Account of a Trust.                  

The Trustee may establish reserves (the "Reserve Account") within a Trust   
for state and local taxes, if any, and any governmental charges payable out of  
such Trust.                                                                     

Distribution Reinvestment. Any Unitholder may elect to have each distribu-  
tion of income on his Units, other than the final liquidating distribution in   
connection with the termination of a Trust, automatically reinvested in addi-   
tional Units of such Trust. Each person who purchases Units of a Trust may      
elect to participate in the reinvestment option by notifying the Trustee in     
writing of their election. Reinvestment may not be available in all states. So  
long as the election is received by the Trustee at least 10 days prior to the   
Record Date for a given distribution, each subsequent distribution of income    
and/or capital, as selected by the Unitholder, will be automatically applied    
by the Trustee to purchase additional Units of a Trust. The remaining deferred  
sales charge payments will be assessed on Units acquired pursuant to reinvest-  
ment. It should be remembered that even if distributions are reinvested, they   
are still treated as distributions for income tax purposes.                     

Accumulation Plan                                                               

The Sponsor is also the principal underwriter of several open-end mutual    
funds (the "Accumulation Funds") into which Unitholders may choose to reinvest  
Trust distributions. Unitholders may elect to reinvest income and capital       
distributions automatically, without any sales charge. Each Accumulation Fund   
has investment objectives which differ in certain respects from those of the    
Trusts and may invest in securities which would not be eligible for deposit in  
the Trusts. Further information concerning the Accumulation Plan and a list of  
Accumulation Funds is set forth in the Information Supplement of this           
Prospectus, which may be obtained by contacting the Trustee at the phone        
number listed on the back cover of this Prospectus.                             

Participants may at any time, by so notifying the Trustee in writing, elect 
to change the Accumulation Fund into which their distributions are being        
reinvested, to change from capital only reinvestment to reinvestment of both    
capital and income or vice versa, or to terminate their participation in the    
Accumulation Plan altogether and receive future distributions on their Units    
in cash. Such notice will be effective as of the next Record Date occurring at  
least 10 days after the Trustee's receipt of the notice. There will be no       
charge or other penalty for such change of election or termination. The         
character of Trust distributions for income tax purposes will remain unchanged  
even if they are reinvested in an Accumulation Fund.                            

Reports to Unitholders                                                          

The Trustee shall furnish Unitholders of a Trust in connection with each    
distribution, a statement of the amount of income, if any, and the amount of    
other receipts (received since the preceding distribution) being distributed,   
expressed in each case as a dollar amount representing the pro rata share of    
each Unit of a Trust outstanding. Within a reasonable period of time after the  
end of each calendar year, the Trustee shall furnish to each person, who at     
any time during the calendar year was a registered Unitholder of a Trust, a     
statement with respect to such Trust that provides (1) a summary of             
transactions in the Trust for such year; (2) any Security sold during the year  
and the Securities held at the end of such year by the Trust; (3) the           
redemption price per Unit based upon a computation thereof on the 31st day of   
December of such year (or the last business day prior thereto); and (4)         
amounts of income and capital distributed during such year.                     

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In order to comply with Federal and state tax reporting requirements,       
Unitholders will be furnished, upon request to the Trustee, evaluations of the  
Securities in the Trust.                                                        

Unit Value and Evaluation                                                       

The value of the Trust is determined by the Trustee on the basis of (1) the 
cash on hand in the Trust other than cash deposited in the Trust to purchase    
Securities not applied to the purchase of such Securities; (2) the aggregate    
value of the Securities held in the Trust, as determined by the Evaluator on    
the basis of the aggregate underlying value of the Securities in the Trust      
next computed; (3) dividends receivable on the Securities trading ex-dividend   
as of the date of computation; and (4) all other assets of the Trust; and       
deducting therefrom: (1) amounts representing any applicable taxes or           
governmental charges and amounts due the Sponsor or Trustee for                 
indemnification or extraordinary expenses payable out of such Trust for which   
no deductions had been made for the purpose of additions to the Reserve         
Account; (2) any amounts owing to the Trustee for its advances; (3) an amount   
representing estimated accrued expenses of the Trust, including, but not        
limited to, unpaid fees and expenses of the Trustee (including legal fees) and  
the Sponsor; (4) amounts representing unpaid organizational and offering        
costs; (5) cash held for distribution to Unitholders of record of the Trust or  
for redemption of tendered Units as of the business day prior to the            
evaluation being made; and (6) other liabilities incurred by the Trust. The     
result of such computation is divided by the number of Units of such Trust      
outstanding as of the date thereof and rounded to the nearest cent to           
determine the per Unit value ("Unit Value") of such Trust. The Trustee may      
determine the aggregate value of the Securities in the Trust in the following   
manner: if the Securities are listed on a securities exchange or The NASDAQ     
Stock Market ("listed Securities"), this evaluation is generally based on the   
closing sale price on that exchange or that system (if a listed Security is     
listed on the New York Stock Exchange ("NYSE") the closing sale price on the    
NYSE shall apply) or, if there is no closing sale price on that exchange or     
system, at the closing bid prices (ask prices for primary market purchases).    
If the Securities are not so listed, the evaluation shall generally be based    
on the current bid prices (ask prices for primary market purchases) on the      
over-the-counter market (unless it is determined that these prices are          
inappropriate as a basis for valuation). If current bid prices are              
unavailable, the evaluation is generally determined (a) on the basis of         
current bid prices for comparable securities, (b) by appraising the value of    
the Securities on the bid side of the market or (c) by any combination of the   
above.                                                                          

With respect to any Security not listed on a national exchange or The NASDAQ
Stock Market, or, with respect to a Security so listed but the Trustee deems    
the last reported sale price on the relevant exchange to be inappropriate as a  
basis for valuation, upon the Trustee's request, the Sponsor shall, from time   
to time, designate one or more evaluation services or other sources of          
information on which the Trustee shall be authorized conclusively to rely in    
evaluating such Security, and the Trustee shall have no liability for any       
errors in the information so received. The cost thereof shall be an expense     
reimbursable to the Trustee from the Income and Capital Accounts.               

Distributions of Units to the Public                                            

Nuveen, in addition to being the Sponsor, is the sole Underwriter of the    
Units. It is the intention of the Sponsor to qualify Units of the Trusts for    
sale under the laws of substantially all of the states of the United States of  
America.                                                                        

Promptly following the deposit of Securities in exchange for Units of the   
Trusts, it is the practice of the Sponsor to place all of the Units as          
collateral for a letter or letters of credit from one or more commercial banks  
under an agreement to release such Units from time to time as needed for        
distribution. Under such an arrangement the Sponsor pays such banks             
compensation based on the then current interest rate. This is a normal          
warehousing arrangement during the period of distribution of the Units to       
public investors. To facilitate the handling of transactions, sales of Units    
shall be limited to transactions involving a minimum of either $1,000 or 100    
Units ($500 or nearest whole number of Units whose value is less than $500 for  
Education IRA purchases), whichever is less. The Sponsor reserves the right to  
reject, in whole or in part, any order for the purchase of Units.               

The Sponsor plans to allow a discount to brokers and dealers in connection  
with the distribution of Units. The amounts of such discounts are set forth in  
Part A of this Prospectus.                                                      

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The Sponsor may maintain a secondary market for Units of each Trust. See    
"MARKET FOR UNITS."                                                             

The Sponsor reserves the right to change the amount of the dealer           
concessions set forth in Part A of this Prospectus from time to time.           

For Units purchased during the initial offering period by Unitholders who   
utilize redemption or termination proceeds from other Nuveen-sponsored unit     
investment trusts and receive the sales charge applicable for "Rollovers" as    
described in Part A of the Prospectus, dealers are entitled to receive the      
concession applicable for "Rollovers" as provided in Part A of the Prospectus.  

Volume incentives can be earned as a marketing allowance by Eligible Dealer 
Firms who reach cumulative firm sales or sales arrangement levels of a          
specified dollar amount of Nuveen unit trusts (other than any series of the     
Nuveen--The Dow 5SM Portfolios and Nuveen--The Dow 10SM Portfolios) sold in     
the primary or secondary market during any quarter as set forth in the table    
below. Eligible Dealer Firms are dealers that are providing marketing support   
for Nuveen unit trusts in the form of 1) distributing or permitting the         
distribution of marketing materials and other product information, 2)           
providing Nuveen representatives access to the dealer's branch offices, and 3)  
generally facilitating the placement of orders by the dealer's registered       
representatives such as putting Nuveen unit trusts on their order entry         
screens. Eligible Dealer Firms will not include firms that solely provide       
clearing services to broker/dealer firms. For purposes of determining the       
applicable volume incentive rate for a given quarter, the dollar amount of all  
units sold over the current and three previous quarters (the "Measuring         
Period") is aggregated. The volume incentive received by the dealer firm will   
equal the dollar amount of units sold during the current quarter times the      
highest applicable rate for the Measuring Period. For firms that meet the       
necessary volume level, volume incentives may be given on all applicable        
trades originated from or by that firm.                                         

                                                                [Download Table]

 Total dollar amount sold                                                  
  over Measuring Period                            Volume Incentive        
--------------------------                 --------------------------------
                                                                           
$ 5,000,000 to $ 9,999,999                 0.10% of current quarter sales  
$10,000,000 to $19,999,999                 0.125% of current quarter sales 
$20,000,000 to $49,999,999                 0.1375% of current quarter sales
$50,000,000 or more                        0.15% of current quarter sales  

Only sales through the Sponsor qualify for volume incentives and for meeting
minimum requirements. The Sponsor reserves the right to modify or change the    
volume incentive schedule at any time and make the determination as to which    
firms qualify for the marketing allowance and the amount paid.                  

Firms are not entitled to receive any dealer concession for any sales made  
to investors which qualified as Discounted Purchases (as defined in "PUBLIC     
OFFERING PRICE") during the primary or secondary market. (See "PUBLIC OFFERING  
PRICE.")                                                                        

Certain commercial banks are making Units of the Trusts available to their  
customers on an agency basis. A portion of the sales charge paid by these       
customers is retained by or remitted to the banks in the amounts shown in Part  
A of the Prospectus under "Dealer Concessions." The Glass-Steagall Act          
prohibits banks from underwriting Trust Units; the Act does, however, permit    
certain agency transactions and banking regulators have not indicated that      
these particular agency transactions are not permitted under the Act. In Texas  
and in certain other states, any bank making Units available must be            
registered as a broker-dealer under state law.                                  

Ownership and Transfer of Units                                                 

The ownership of Units is evidenced by registered Certificates unless the   
Unitholder expressly requests that ownership be evidenced by a book entry       
position recorded on the books and records of                                   

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the Trustee. The Trustee is authorized to treat as the owner of Units that      
person who at the time is registered as such on the books of the Trustee. Any   
Unitholder who holds a Certificate may change to book entry ownership by        
submitting to the Trustee the Certificate along with a written request that the 
Units represented by such Certificate be held in book entry form. Likewise, a   
Unitholder who holds Units in book entry form may obtain a Certificate for such 
Units by written request to the Trustee. Units may be held in denominations of  
one Unit or any multiple or fraction thereof. Fractions of Units are computed   
to three decimal places. Any Certificates issued will be numbered serially for  
identification, and are issued in fully registered form, transferable only on   
the books of the Trustee. Book entry Unitholders will receive a Book Entry      
Position Confirmation reflecting their ownership.                               

 Units are transferable by making a written request to the Trustee and, in the
case of Units evidenced by Certificate(s), by presenting and surrendering such  
Certificate(s) to the Trustee, at its address listed on the back cover of this  
Part B of the Prospectus, properly endorsed or accompanied by a written         
instrument or instruments of transfer. The Certificate(s) should be sent        
registered or certified mail for the protection of the Unitholders. Each        
Unitholder must sign such written request, and such Certificate(s) or transfer  
instrument, exactly as his name appears on (a) the face of the Certificate(s)   
representing the Units to be transferred, or (b) the Book Entry Position        
Confirmation(s) relating to the Units to be transferred. Such signature(s) must 
be guaranteed by a guarantor acceptable to the Trustee. In certain instances    
the Trustee may require additional documents such as, but not limited to, trust 
instruments, certificates of death, appointments as executor or administrator   
or certificates of corporate authority. Mutilated Certificates must be          
surrendered to the Trustee in order for a replacement Certificate to be issued. 
Although at the date hereof no charge is made and none is contemplated, a       
Unitholder may be required to pay $2.00 to the Trustee for each Certificate     
reissued or transfer of Units requested and to pay any governmental charge      
which may be imposed in connection therewith.                                   

Replacement of Lost, Stolen or Destroyed Certificates                           

To obtain a new Certificate replacing one that has been lost, stolen, or    
destroyed, the Unitholder must furnish the Trustee with sufficient              
indemnification and pay such expenses as the Trustee may incur. This            
indemnification must be in the form of an Open Penalty Bond of Indemnification. 
The premium for such an indemnity bond may vary, but currently amounts to 1% of 
the market value of the Units represented by the Certificate. In the case       
however, of a Trust as to which notice of termination has been given, the       
premium currently amounts to 0.5% of the market value of the Units represented  
by such Certificate.                                                            

Redemption                                                                      

Unitholders may redeem all or a portion of their Units by (1) making a      
written request for such redemption (book entry Unitholders may use the         
redemption form on the reverse side of their Book Entry Position Confirmation)  
to the Trustee at its address listed on the back cover of this Part B of the    
Prospectus (redemptions of 1,000 Units or more will require a signature         
guarantee), (2) in the case of Units evidenced by a Certificate, by also        
tendering such Certificate to the Trustee, duly endorsed or accompanied by      
proper instruments of transfer with signatures guaranteed as explained above,   
or provide satisfactory indemnity required in connection with lost, stolen or   
destroyed Certificates and (3) payment of applicable governmental charges, if   
any. Certificates should be sent only by registered or certified mail to        
minimize the possibility of their being lost or stolen. (See "OWNERSHIP AND     
TRANSFER OF UNITS.") No redemption fee will be charged. A Unitholder may        
authorize the Trustee to honor telephone instructions for the redemption of     
Units held in book entry form. Units represented by Certificates may not be     
redeemed by telephone. The proceeds of Units redeemed by telephone will be sent 
by check either to the Unitholder at the address specified on his account or to 
a financial institution specified by the Unitholder for credit to the account   
of the Unitholder. A Unitholder wishing to use this method of redemption must   
complete a Telephone Redemption Authorization Form and furnish the Form to the  
Trustee. Telephone Redemption Authorization Forms can be obtained from a        
Unitholder's registered representative or by calling the Trustee. Once the      
completed Form is on file, the Trustee will honor telephone redemption requests 
by any authorized person. The time a telephone redemption request is received   
determines the "date of tender" as discussed below. The redemption proceeds     
will be mailed within three business days following the telephone redemption    
request. Only Units held in the name of individuals may be redeemed by          
telephone; accounts registered in broker name, or                               

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accounts of corporations or fiduciaries (including among others, trustees,      
guardians, executors and administrators) may not use the telephone redemption   
privilege.                                                                      

On the third business day following the date of tender, the Unitholder will 
be entitled to receive in cash for each Unit tendered an amount equal to the    
Unit Value of such Trust determined by the Trustee, as of 4:00 p.m. eastern     
time, or as of any earlier closing time on a day on which the Exchange is       
scheduled in advance to close at such earlier time, on the date of tender as    
defined hereafter ("Redemption Price"). During the initial offering period,     
the Redemption Price per Unit includes estimated organizational and offering    
costs per Unit. After the initial offering period, the Redemption Price will    
not include such estimated organizational and offering costs. See "Trust        
Summary and Financial Highlights" in Part A of the Prospectus. The price        
received upon redemption may be more or less than the amount paid by the        
Unitholder depending on the value of the Securities on the date of tender.      
Units subject to a deferred sales charge which are tendered for redemption      
prior to such time as the entire deferred sales charge on such Units has been   
collected will be assessed the amount of the remaining deferred sales charge    
at the time of redemption. In addition, in the event of the death of a          
Unitholder within the one-year period prior to redemption, any deferred sales   
charge remaining at the time of redemption shall be waived. Unitholders should  
check with the Trustee or their broker to determine the Redemption Price        
before tendering Units.                                                         

The "date of tender" is deemed to be the date on which the request for      
redemption of Units is received in proper form by the Trustee, except that a    
redemption request received after 4:00 p.m. eastern time, or as of any earlier  
closing time on a day on which the Exchange is scheduled in advance to close    
at such earlier time, or on any day on which the Exchange is normally closed,   
the date of tender is the next day on which such Exchange is normally open for  
trading and such request will be deemed to have been made on such day and the   
redemption will be effected at the Redemption Price computed on that day.       

Any Unitholder tendering 1,000 Units or more for redemption may request by  
written notice submitted at the time of tender from the Trustee, in lieu of a   
cash redemption, a distribution of shares of Securities in an amount and value  
of Securities per Unit equal to the Redemption Price Per Unit, as determined    
as of the evaluation next following tender. In-kind distributions ("In-Kind     
Distributions") shall be made by the Trustee through the distribution of each   
of the Securities in book-entry form to the account of the Unitholder's bank    
or broker/dealer at the Depository Trust Company. An In-Kind Distribution will  
be reduced by customary transfer and registration charges. The tendering        
Unitholder will receive his pro rata number of whole shares of each of the      
Securities comprising a portfolio and cash from the Capital Account equal to    
the fractional shares to which the tendering Unitholder is entitled. The        
Trustee may adjust the number of shares of any issue of Securities included in  
a Unitholder's In-Kind Distribution to facilitate the distribution of whole     
shares, such adjustment to be made on the basis of the value of Securities on   
the date of tender. If funds in the Capital Account are insufficient to cover   
the required cash distribution to the tendering Unitholder, the Trustee may     
sell Securities in the manner described below.                                  

Under regulations issued by the Internal Revenue Service, the Trustee may be
required to withhold a specified percentage of the principal amount of a Unit   
redemption if the Trustee has not been furnished the redeeming Unitholder's     
tax identification number in the manner required by such regulations. For       
further information regarding this withholding, see "DISTRIBUTIONS TO           
UNITHOLDERS." In the event the Trustee has not been previously provided such    
number, one must be provided at the time redemption is requested.               

Any amounts paid on redemption representing income shall be withdrawn from  
the Income Account of a Trust to the extent that funds are available for such   
purpose, or from the Capital Account. All other amounts paid on redemption      
shall be withdrawn from the Capital Account.                                    

The Trustee is empowered to sell Securities of a Trust in order to make     
funds available for redemption. To the extent that Securities are sold, the     
size and diversity of the Trust will be reduced. Such sales may be required at  
a time when Securities would not otherwise be sold and might result in lower    
prices than might otherwise be realized.                                        

The Redemption Price per Unit during the secondary market will be determined
on the basis of the Unit Value of a Trust. After the initial offering period,   
the Redemption Price will not include estimated                                 

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organizational and offering costs. See "Trust Summary and Financial Highlights" 
in Part A of the Prospectus. See "UNIT VALUE AND EVALUATION" for a more         
detailed discussion of the factors included in determining Unit Value. The      
Redemption Price per Unit will be assessed the amount, if any, of the remaining 
deferred sales charge at the time of redemption.                                

 The right of redemption may be suspended and payment postponed for any period
during which the New York Stock Exchange is closed, other than for customary    
weekend and holiday closings, or during which the Securities and Exchange       
Commission determines that trading on the New York Stock Exchange is restricted 
or any emergency exists, as a result of which disposal or evaluation of the     
Securities is not reasonably practicable, or for such other periods as the      
Securities and Exchange Commission may by order permit. Under certain extreme   
circumstances, the Sponsor may apply to the Securities and Exchange Commission  
for an order permitting a full or partial suspension of the right of            
Unitholders to redeem their Units. The Trustee is not liable to any person in   
any way for any loss or damage which may result from any such suspension or     
postponement.                                                                   

Purchase of Units by the Sponsor                                                

 The Trustee will notify the Sponsor of any tender of Units for redemption. If
the Sponsor's bid in the secondary market at that time equals or exceeds the    
Redemption Price it may purchase such Units by notifying the Trustee before the 
close of business on the second succeeding business day and by making payment   
therefor to the Unitholder not later than the day on which payment would        
otherwise have been made by the Trustee. (See "REDEMPTION.") The Sponsor's      
current practice is to bid at the Redemption Price in the secondary market.     
Units held by the Sponsor may be tendered to the Trustee for redemption as any  
other Units.                                                                    

Removal of Securities from the Trusts                                           

The portfolio of the Trusts are not "managed" by the Sponsor or the Trustee;
their activities described herein are governed solely by the provisions of the  
Indenture. The Indenture provides that the Sponsor may (but need not) direct    
the Trustee to dispose of a Security in the event that an issuer defaults in    
the payment of a dividend that has been declared, that any action or proceeding 
has been instituted restraining the payment of dividends or there exists any    
legal question or impediment affecting such Security, that the issuer of the    
Security has breached a covenant which would affect the payments of dividends,  
the credit standing of the issuer or otherwise impair the sound investment      
character of the Security, that the issuer has defaulted on the payment on any  
other of its outstanding obligations, that the price of the Security declined   
to such an extent or other such credit factors exist so that in the opinion of  
the Sponsor, the retention of such Securities would be detrimental to a Trust.  
Except as stated in this Prospectus, the acquisition by a Trust of any          
securities or other property other than the Securities is prohibited. Pursuant  
to the Indenture and with limited exceptions, the Trustee may sell any          
securities or other property acquired in exchange for Securities such as those  
acquired in connection with a merger or other transaction. If offered such new  
or exchanged securities or properties, the Trustee shall reject the offer.      
However, in the event such securities or property are nonetheless acquired by a 
Trust, they may be accepted for deposit in a Trust and either sold by the       
Trustee or held in a Trust pursuant to the direction of the Sponsor. Proceeds   
from the sale of Securities by the Trustee are credited to the Capital Account  
of a Trust for distribution to Unitholders or to meet redemptions.              

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

The Sponsor, in designating Securities to be sold by the Trustee, will      
generally make selections in order to maintain, to the extent practicable, the  
proportionate relationship among the number of shares of individual issues of   
Securities. To the extent this is not practicable, the composition and          
diversity of the Securities may be altered. In order to obtain the best price   
for a Trust, it may be necessary for the Sponsor to specify minimum amounts     
(generally 100 shares) in which blocks of Securities are to be sold. The        
Sponsor may consider sales of Units of unit investment trusts which it sponsors 
in making recommendations to the Trustee as to the selection of broker/dealers  
to execute a Trust's portfolio transactions.                                    

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Information about the Trustee                                                   

The Trustee is The Chase Manhattan Bank. Its address is stated on the back  
cover of this Part B of the Prospectus. The Trustee is subject to supervision   
and examination by the Federal Deposit Insurance Corporation, the Board of      
Governors of the Federal Reserve System and either the Comptroller of the       
Currency or state banking authorities.                                          

Limitations on Liabilities of Sponsor and Trustee                               

The Sponsor and the Trustee shall be under no liability to Unitholders for  
taking any action or for refraining from any action in good faith pursuant to   
the Indenture, or for errors in judgment, but shall be liable only for their    
own negligence, lack of good faith or willful misconduct. The Trustee shall not 
be liable for depreciation or loss incurred by reason of the sale by the        
Trustee of any of the Securities. In the event of the failure of the Sponsor to 
act under the Indenture, the Trustee may act thereunder and shall not be liable 
for any action taken by it in good faith under the Indenture.                   

The Trustee shall not be liable for any taxes or other governmental charges 
imposed upon or in respect of the Securities or upon the interest thereon or    
upon it as Trustee under the Indenture or upon or in respect of any Trust which 
the Trustee may be required to pay under any present or future law of the       
United States of America or of any other taxing authority having jurisdiction.  
In addition, the Indenture contains other customary provisions limiting the     
liability of the Trustee.                                                       

Successor Trustees and Sponsors                                                 

 The Trustee or any successor trustee may resign by executing an instrument of
resignation in writing and filing same with the Sponsor and mailing a copy of a 
notice of resignation to all Unitholders then of record. Upon receiving such    
notice, the Sponsor is required to promptly appoint a successor trustee. If the 
Trustee becomes incapable of acting or is adjudged a bankrupt or insolvent, or  
a receiver or other public officer shall take charge of its property or         
affairs, the Sponsor may remove the Trustee and appoint a successor by written  
instrument. The resignation or removal of a trustee and the appointment of a    
successor trustee shall become effective only when the successor trustee        
accepts its appointment as such. Any successor trustee shall be a corporation   
authorized to exercise corporate trust powers, having capital, surplus and      
undivided profits of not less than $5,000,000. Any corporation into which a     
trustee may be merged or with which it may be consolidated, or any corporation  
resulting from any merger or consolidation to which a trustee shall be a party, 
shall be the successor trustee.                                                 

If upon resignation of a trustee no successor has been appointed and has    
accepted the appointment within 30 days after notification, the retiring        
trustee may apply to a court of competent jurisdiction for the appointment of a 
successor.                                                                      

If the Sponsor fails to undertake any of its duties under the Indenture, and
no express provision is made for action by the Trustee in such event, the       
Trustee may, in addition to its other powers under the Indenture (1) appoint a  
successor sponsor or (2) terminate the Indenture and liquidate the Trusts.      

Information about the Sponsor                                                   

Since our founding in 1898, Nuveen has been synonymous with investments that
withstand the test of time. Today, we offer a broad range of investments        
designed for mature investors whose portfolio is the principal source of their  
ongoing financial security. More than 1.3 million investors have entrusted      
Nuveen to help them maintain the lifestyle they currently enjoy.                

A value investing approach--purchasing securities of strong companies and   
communities that represent good long-term value--is the cornerstone of Nuveen's 
investment philosophy. It is a careful, long-term strategy that offers the      
potential for attractive returns with moderated risk. Successful value          
investing begins with in-depth research and a discerning eye for marketplace    
opportunity. Nuveen's team of investment professionals is backed by the         
discipline, resources and expertise of a century of investment experience,      
including one of the most recognized research departments in the industry.      

To meet the unique circumstances and financial planning needs of mature     
investors, Nuveen offers a wide array of taxable and tax-free investment        
products--including equity and fixed-income mutual funds, unit trusts,          
exchange-traded funds, customized asset management services and cash management 
products.                                                                       

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Nuveen is a subsidiary of The John Nuveen Company which, in turn, is        
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul  
is located in St. Paul, Minnesota and is principally engaged in providing       
property-liability insurance through subsidiaries. Nuveen is a member of the    
National Association of Securities Dealers, Inc. and the Securities Industry    
Association and has its principal offices located in Chicago (333 West Wacker   
Drive). Nuveen maintains eight regional offices.                                

To help advisers and investors better understand and more efficiently use an
investment in the Trusts to reach their investment goals, the Sponsor may       
advertise and create specific investment programs and systems. For example,     
such activities may include presenting information on how to use an investment  
in the Trust, alone or in combination with an investment in other mutual funds  
or unit investment trusts sponsored by Nuveen, to accumulate assets for future  
education needs or periodic payments such as insurance premiums. The Sponsor    
may produce software or additional sales literature to promote the advantages   
of using the Trusts to meet these and other specific investor needs.            

In advertising and sales literature, the Sponsor may compare the performance
of a given investment strategy or a Trust with that of, or reflect the          
performance of: (1) the Consumer Price Index; (2) equity mutual funds or        
mutual fund indexes as reported by various independent services which monitor   
the performance of mutual funds, or other industry or financial publications    
such as Barron's, Changing Times, Forbes and Money Magazine; and/or (3) the     
S&P 500 Index or other unmanaged indices and investment strategies.             
Advertisements involving these indexes, investments or strategies may reflect   
performance over different periods of time by means of aggregate, average,      
year-by-year, or other types of total return and performance figures. Any       
given performance quotation or performance comparison should not be considered  
as representative of the performance of the Trusts for any future period. Such  
advertising may also reflect the standard deviation of the index, investment    
or strategy returns for any period. This calculation of standard deviation is   
sometimes referred to as the "Sharpe measure" of return.                        

Information about the Evaluator                                                 

The Trustee will serve as Evaluator of the Trusts. The Sponsor intends to   
replace the Trustee as Evaluator during the life of the Trusts.                 

The Evaluator may resign or may be removed by the Sponsor or the Trustee, in
which event the Sponsor and the Trustee are to use their best efforts to        
appoint a satisfactory successor. Such resignation or removal shall become      
effective upon the acceptance of appointment by the successor Evaluator. If     
upon resignation of the Evaluator no successor has accepted appointment within  
30 days after notice of resignation, the Evaluator may apply to a court of      
competent jurisdiction for the appointment of a successor.                      

The Trustee, Sponsor and Unitholders may rely on any evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof.        
Determinations by the Evaluator under the Indenture shall be made in good       
faith upon the basis of the best information available to it, provided,         
however, that the Evaluator shall be under no liability to the Trustee,         
Sponsor or Unitholders for errors in judgment. This provision shall not         
protect the Evaluator in any case of willful misfeasance, bad faith, gross      
negligence or reckless disregard of its obligations and duties.                 

Other Information                                                               

Amendment of Indenture                                                          

The Indenture may be amended by the Trustee and the Sponsor without the     
consent of any of the Unitholders (1) to cure any ambiguity or to correct or    
supplement any provision thereof which may be                                   
defective or inconsistent, or (2) to make such other provisions as shall not    
adversely affect the Unitholders, provided, however, that the Indenture may     
not be amended, without the consent of 100% of the Unitholders, to permit the   
deposit or acquisition of securities either in addition to, or in substitution  
for any of the Securities initially deposited in any Trust except as stated in  
"COMPOSITION OF TRUSTS" regarding the creation of additional Units and the      
limited right of substitution of Replacement Securities, except for the         
substitution of refunding securities under certain circumstances or except as   
otherwise provided in this Prospectus. The Trustee shall advise the             
Unitholders of any amendment requiring the consent of Unitholders, or upon      
request of the Sponsor, promptly after execution thereof.                       

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Termination of Indenture                                                        

The Trust may be liquidated at any time by an instrument executed by the    
Sponsor and consented to by 66 2/3% of the Units of the Trust then outstanding. 
The Trust may also be liquidated by the Trustee when the value of such Trust,   
as shown by any evaluation, is less than 20% of the total value of the          
Securities deposited in the Trust as of the conclusion of the primary offering  
period and may be liquidated by the Trustee in the event that Units not yet     
sold aggregating more than 60% of the Units originally created are tendered for 
redemption by the Sponsor. The sale of Securities from the Trust upon           
termination may result in realization of a lesser amount than might otherwise   
be realized if such sale were not required at such time. For this reason, among 
others, the amount realized by a Unitholder upon termination may be less than   
the amount of Securities originally represented by the Units held by such       
Unitholder. The Indenture will terminate upon the redemption, sale or other     
disposition of the last Security held thereunder, but in no event shall it      
continue beyond the Mandatory Termination Date set forth under "Essential       
Information" in Part A of this Prospectus.                                      

Commencing on the Mandatory Termination Date, Securities will begin to be   
sold in connection with the termination of the Trust. The Sponsor will          
determine the manner, timing and execution of the sale of the Securities.       
Written notice of the termination of a Trust specifying the time or times at    
which Unitholders may surrender their certificates for cancellation shall be    
given by the Trustee to each Unitholder at his address appearing on the         
registration books of such Trust maintained by the Trustee. Unitholders not     
electing a distribution of shares of Securities will receive a cash             
distribution from the sale of the remaining Securities within a reasonable time 
after the Trust is terminated. Regardless of the distribution involved, the     
Trustee will deduct from the funds of a Trust any accrued costs, expenses,      
advances or indemnities provided by the Indenture, including estimated          
compensation of the Trustee and costs of liquidation and any amounts required   
as a reserve to provide for payment of any applicable taxes or other            
governmental charges. Trustee will then distribute to each Unitholder his pro   
rata share of the balance of the Income and Capital Accounts.                   

Legal Opinion                                                                   

The legality of the Units offered hereby has been passed upon by Chapman and
Cutler, 111 West Monroe Street, Chicago, Illinois 60603. Carter, Ledyard &      
Milburn, 2 Wall Street, New York, New York 10005, has acted as counsel for the  
Trustee with respect to the Series.                                             

Auditors                                                                        

The "Statement of Condition" and "Schedule of Investments" at the Initial   
Date of Deposit included in Part A of this Prospectus have been audited by      
Arthur Andersen LLP, independent public accountants, as indicated in their      
report in Part A of this Prospectus, and are included herein in reliance upon   
the authority of said firm as experts in giving said report.                    

Supplemental Information                                                        

Upon written or telephonic request to the Trustee, investors will receive at
no cost to the investor supplemental information about this Trust, which has    
been filed with the Securities and Exchange Commission and is intended to       
supplement information contained in Part A and Part B of this Prospectus. This  
supplement includes additional general information about the Sponsor and the    
Trusts. The information supplement is incorporated by reference into the        
Prospectus.                                                                     

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Defined                     NUVEEN SECTOR UNIT TRUST                            
Portfolios                    PROSPECTUS -- PART B                              

February 9, 1999      

                        Sponsor       John Nuveen & Co. Incorporated
                             333 West Wacker Drive
                              Chicago, IL 60606-1286
                               Telephone: 312-917-7700

                  Trustee       The Chase Manhattan Bank
                        4 New York Plaza
                               New York, NY 10004-2413
                               Telephone: 800-257-8787

Legal Counsel to Sponsor       Chapman and Cutler     
                              111 West Monroe Street
                         Chicago, IL 60603

         Independent       Arthur Andersen LLP
    Public Accountants       33 West Monroe Street
    for the Trusts       Chicago, IL 60603

This Prospectus does not contain complete information about the Unit Trust  
filed with the Securities and Exchange Commission in Washington, DC under the   
Securities Act of 1933 and the Investment Company Act of 1940.                  

To obtain copies at proscribed rates--                                      
Write: Public Reference Section of the Commission, 450 Fifth Street NW, 
Washington, DC 20549-6009                                 
Call:  (800) SEC-0330                                                   
Visit: http://www.sec.gov                                               

No person is authorized to give any information or representation about the 
Trusts not contained in Parts A or B of this Prospectus or the Information Sup- 
plement, and you should not rely on any other information.                      

When Units of this Trust are no longer available or for investors who will  
reinvest into subsequent series of the Trusts, this Prospectus may be used as a 
preliminary Prospectus for a future series. If this is the case, investors      
should note the following:                                                      

1. Information in this Prospectus is not complete and may be changed;   

2. We may not sell these securities until the registration statement    
filed with the Securities and Exchange Commission is effective; and         

3. This prospectus is not an offer to sell the securities of a future   
series and is not soliciting an offer to buy such securities in any state   
where the offer or sale is not permitted.                                   

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NUVEEN UNIT TRUSTS INFORMATION SUPPLEMENT 

FEBRUARY 9, 1999      

NUVEEN UNIT TRUSTS, SERIES 31 

   The Information Supplement provides additional information concerning the
structure and operations of a Nuveen Unit Trust not found in the prospectuses   
for the Trusts. This Information Supplement is not a prospectus and does not    
include all of the information that a prospective investor should consider      
before investing in a Trust. This Information Supplement should be read in      
conjunction with the prospectus for the Trust in which an investor is           
considering investing ("Prospectus"). Copies of the Prospectus can be obtained  
by calling or writing the Trustee at The Chase Manhattan Bank, 4 New York Plaza,
New York, NY 10004-2413 (800-257-8787). This Information Supplement has been    
created to supplement information contained in the Prospectus.                  

  This Information Supplement is dated February 9, 1999. Capitalized terms
have been defined in the Prospectus.                                            

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TABLE OF CONTENTS 

Accumulation Plan                                                               

Information About the Sponsor                                                   

Risk Factors                                                                    

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Accumulation Plan                                                               

The Sponsor, John Nuveen & Co. Incorporated, is also the principal    
underwriter of the Accumulation Funds listed in the following table. Each of    
these funds is an open-end, diversified management investment company into which
Unitholders may choose to reinvest Trust distributions automatically, without   
any sales charge. Unitholders may reinvest both interest and capital            
distributions or capital distributions only. Each Accumulation Fund has         
investment objectives which differ in certain respects from those of the Trusts 
and may invest in securities which would not be eligible for deposit in the     
Trusts. The investment adviser to each Accumulation Fund is a wholly-owned      
subsidiary of the Sponsor. Unitholders should contact their financial adviser or
the Sponsor to determine which of the Accumulation Funds they may reinvest into,
as reinvestment in certain of the Accumulation Funds may be restricted to       
residents of a particular state or states. Unitholders may obtain a prospectus  
for each Accumulation Fund through their financial adviser or through the       
Sponsor at (800) 321-7227. For a more detailed description, Unitholders should  
read the prospectus of the Accumulation Fund in which they are interested.      

The following is a complete list of the Accumulation Funds currently  
available, as of the Date of Deposit of this Prospectus, to Unitholders under   
the Accumulation Plan. The list of available Accumulation Funds is subject to   
change without the consent of any of the Unitholders.                           

Accumulation Funds                                                              

Mutual Funds                                                                    

Nuveen Flagship Municipal Trust                                                 

Nuveen Municipal Bond Fund                                            
Nuveen Insured Municipal Bond Fund                                    
Nuveen Flagship All-American Municipal Bond Fund                      
Nuveen Flagship Limited Term Municipal Bond Fund                      
Nuveen Flagship Intermediate Municipal Bond Fund                      

Nuveen Flagship Multistate Trust I                                              

Nuveen Flagship Arizona Municipal Bond Fund                           
Nuveen Flagship Colorado Municipal Bond Fund                          
Nuveen Flagship Florida Municipal Bond Fund                           
Nuveen Flagship Florida Intermediate Municipal Bond Fund              
Nuveen Maryland Municipal Bond Fund                                   
Nuveen Flagship New Mexico Municipal Bond Fund                        

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Nuveen Flagship Pennsylvania Municipal Bond Fund                      
Nuveen Flagship Virginia Municipal Bond Fund                          

Nuveen Flagship Multistate Trust II                                             

Nuveen California Municipal Bond Fund                                 
Nuveen California Insured Municipal Bond Fund                         
Nuveen Flagship Connecticut Municipal Bond Fund                       
Nuveen Massachusetts Municipal Bond Fund                              
Nuveen Massachusetts Insured Municipal Bond Fund                      
Nuveen Flagship New Jersey Municipal Bond Fund                        
Nuveen Flagship New Jersey Intermediate Municipal Bond Fund           
Nuveen Flagship New York Municipal Bond Fund                          
Nuveen New York Insured Municipal Bond Fund                           

Nuveen Flagship Multistate Trust III                                            

Nuveen Flagship Alabama Municipal Bond Fund                           
Nuveen Flagship Georgia Municipal Bond Fund                           
Nuveen Flagship Louisiana Municipal Bond Fund                         
Nuveen Flagship North Carolina Municipal Bond Fund                    
Nuveen Flagship South Carolina Municipal Bond Fund                    
Nuveen Flagship Tennessee Municipal Bond Fund                         

Nuveen Flagship Multistate Trust IV                                             

Nuveen Flagship Kansas Municipal Bond Fund                            
Nuveen Flagship Kentucky Municipal Bond Fund                          
Nuveen Flagship Kentucky Limited Term Municipal Bond Fund             
Nuveen Flagship Michigan Municipal Bond Fund                          
Nuveen Flagship Missouri Municipal Bond Fund                          
Nuveen Flagship Ohio Municipal Bond Fund                              
Nuveen Flagship Wisconsin Municipal Bond Fund                         

Flagship Utility Income Fund                                                    

Nuveen Investment Trust                                                         

Nuveen Growth and Income Stock Fund                                   
Nuveen Balanced Stock and Bond Fund                                   
Nuveen Balanced Municipal and Stock Fund                              
Nuveen European Value Fund                                            

Nuveen Investment Trust II                                                      

Nuveen Rittenhouse Growth Fund                                        

Nuveen Investment Trust III                                                     

Nuveen Income Fund                                                    

Money Market Funds                                                              

Nuveen California Tax-Free Money Market Fund                          
Nuveen Massachusetts Tax-Free Money Market Fund                       

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Nuveen New York Tax-Free Money Market Fund                            
Nuveen Tax-Free Reserves, Inc.                                        
Nuveen Tax-Exempt Money Market Fund, Inc.                             

    Each person who purchases Units of a Trust may become a participant in the
Accumulation Plan and elect to have his or her distributions on Units of the    
Trust invested directly in shares of one of the Accumulation Funds. Reinvesting 
Unitholders may elect any interest distribution plan. Thereafter, each          
distribution of interest income or principal on the participant's Units         
(principal only in the case of a Unitholder who has chosen to reinvest only     
principal distributions) will, on the applicable distribution date, or the next 
day on which the New York Stock Exchange is nominally open ("Business Day") if  
the distribution date is not a business day, automatically be received by the   
transfer agent for each of the Accumulation Funds, on behalf of such participant
and applied on that date to purchase shares (or fractions thereof) of the       
Accumulation Fund chosen at net asset value as computed as of 4:00 p.m. eastern 
time on each such date. All distributions will be reinvested in the Accumulation
Fund chosen and no part thereof will be retained in a separate account. These   
purchases will be made without a sales charge.                                  

   The Transfer Agent of the Accumulation Fund will mail to each participant
in the Accumulation Plan a quarterly statement containing a record of all       
transactions involving purchases of Accumulation Fund shares (or fractions      
thereof) with Trust dividend distributions or as a result of reinvestment of    
Accumulation Fund dividends. Any distribution of capital used to purchase shares
of an Accumulation Fund will be separately confirmed by the Transfer Agent.     
Unitholders will also receive distribution statements from the Trustee detailing
the amounts transferred to their Accumulation Fund accounts.                    

     Participants may at any time, by so notifying the Trustee in writing, elect
to change the Accumulation Fund into which their distributions are being        
reinvested, to change from capital only reinvestment to reinvestment of both    
capital and dividends or vice versa, or to terminate their participation in the 
Accumulation Plan altogether and receive future distributions on their Units in 
cash. There will be no charge or other penalty for such change of election or   
termination. The character of Trust distributions for income tax purposes will  
remain unchanged even if they are reinvested in an Accumulation Fund.           

INFORMATION ABOUT THE SPONSOR 

 Since our founding in 1898, Nuveen has been synonymous with investments
that withstand the test of time. Today, we offer a broad range of investments   
designed for mature investors whose portfolio is the principal source of their  
ongoing financial security. More than 1.3 million investors have entrusted      
Nuveen to help them maintain the lifestyle they currently enjoy.                

   A value investing approach--purchasing securities of strong companies and
communities that represent good long-term value--is the cornerstone of Nuveen's 
investment philosophy. It is a careful, long-term strategy that offers the      
potential for consistent, attractive returns with moderated risk. Successful    
value investing begins with in-depth                                            

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research and a discerning eye for marketplace opportunity. Nuveen's team of     
investment professionals is backed by the discipline, resources and expertise of
a century of investment experience, including one of the most recognized        
research departments in the industry.                                           

 To meet the unique circumstances and financial planning needs of mature
investors, Nuveen offers a wide array of taxable and tax-free investment        
products--including equity and fixed-income mutual funds, unit trusts, exchange-
traded funds, customized asset management services and cash management products.

The Sponsor is also principal underwriter of the registered open-end  
investment companies set forth herein under "Accumulation Plan" as well as for  
the Golden Rainbow A James Advised Mutual Fund, and acted as co-managing        
underwriter of Nuveen Municipal Value Fund, Inc., Nuveen California Municipal   
Value Fund, Inc., Nuveen New York Municipal Value Fund, Inc., Nuveen Municipal  
Income Fund, Inc., Nuveen Premium Income Municipal Fund, Inc., Nuveen           
Performance Plus Municipal Fund, Inc., Nuveen California Performance Plus       
Municipal Fund, Inc., Nuveen New York Performance Plus Municipal Fund, Inc.,    
Nuveen Municipal Advantage Fund, Inc., Nuveen Municipal Market Opportunity Fund,
Inc. Nuveen California Municipal Market Opportunity Fund, Inc., Nuveen          
Investment Quality Municipal Fund, Inc., Nuveen California Investment Quality   
Municipal Fund, Inc., Nuveen New York Investment Quality Municipal Fund, Inc.,  
Nuveen Insured Quality Municipal Fund, Inc., Nuveen Florida Investment Quality  
Municipal Fund, Nuveen Pennsylvania Investment Quality Municipal Fund, Nuveen   
New Jersey Investment Quality Municipal Fund, Inc., and the Nuveen Select       
Quality Municipal Fund, Inc., Nuveen California Select Quality Municipal Fund,  
Inc., Nuveen New York Select Quality Municipal Fund, Inc., Nuveen Quality Income
Municipal Fund, Inc., Nuveen Insured Municipal Opportunity Fund, Inc., Nuveen   
Florida Quality Income Municipal Fund, Nuveen Michigan Quality Income Municipal 
Fund, Inc., Nuveen Ohio Quality Income Municipal Fund, Inc., Nuveen Texas       
Quality Income Municipal Fund, Nuveen California Quality Income Municipal Fund, 
Inc., Nuveen New York Quality Income Municipal Fund, Inc., Nuveen Premier       
Municipal Income Fund, Inc., Nuveen Premier Insured Municipal Income Fund, Inc.,
Nuveen Select Tax-Free Income Portfolio, Nuveen Select Tax-Free Income Portfolio
2, Nuveen Insured California Select Tax-Free Income Portfolio, Nuveen Insured   
New York Select Tax-Free Income Portfolio, Nuveen Premium Income Municipal Fund 
2, Inc., Nuveen Select Tax-Free Income Portfolio 3, Nuveen Select Maturities    
Municipal Fund, Nuveen Insured California Premium Income Municipal Fund, Inc.,  
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Insured Florida      
Premium Income Municipal Fund, Nuveen Michigan Premium Income Municipal Fund,   
Inc., Nuveen New Jersey Premium Income Municipal Fund, Inc., Nuveen Insured New 
York Premium Income Municipal Fund, Inc., Nuveen Premium Income Municipal Fund  
4, Inc., Nuveen Pennsylvania Premium Income Municipal Fund 2, Nuveen Maryland   
Premium Income Municipal Fund, Nuveen Virginia Premium Income Municipal Fund,   
Nuveen Massachusetts Premium Income Municipal Fund, Nuveen Insured California   
Premium Income Municipal Fund 2, Inc., Nuveen Washington Premium Income         
Municipal Fund, Nuveen Georgia Premium Income Municipal Fund, Nuveen Missouri   
Premium Income Municipal Fund, Nuveen Connecticut Premium Income Municipal Fund,
Nuveen North Carolina Premium Income Municipal Fund, Nuveen California Premium  
Income Municipal Fund, Nuveen                                                   

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Insured Premium Income Municipal Fund 2, all registered closed-end management   
investment companies. These registered open-end and closed-end investment       
companies currently have approximately $35 billion in securities under          
management. Nuveen is a subsidiary of The John Nuveen Company which, in turn, is
approximately 78% owned by the St. Paul Companies, Inc. ("St. Paul"). St. Paul  
is located in St. Paul, Minnesota and is principally engaged in providing       
property-liability insurance through subsidiaries. Nuveen is a member of the    
National Association of Securities Dealers, Inc. and the Securities Industry    
Association and has its principal office located in Chicago (333 West Wacker    
Drive). Nuveen maintains 8 regional offices.                                    

   To help advisers and investors better understand and more efficiently use
an investment in the Trust to reach their investment goals, the Trust's sponsor,
John Nuveen & Co. Incorporated, may advertise and create specific investment    
programs and systems. For example, such activities may include presenting       
information on how to use an investment in the Trust, alone or in combination   
with an investment in other mutual funds or unit investment trusts sponsored by 
Nuveen, to accumulate assets for future education needs or periodic payments    
such as insurance premiums. The Trust's sponsor may produce software or         
additional sales literature to promote the advantages of using the Trust to meet
these and other specific investor needs.                                        

   The Sponsor offers a program of advertising support to registered broker-
dealer firms, banks and bank affiliates ("Firms") that sell Trust Units or      
shares of Nuveen Open-End Mutual Funds (excluding money-market funds) ("Funds").
Under this program, the Sponsor will pay or reimburse the Firm for up to one    
half of specified media costs incurred in the placement of advertisements which 
jointly feature the Firm and the Nuveen Funds and Trusts. Reimbursements to the 
Firm will be based on the number of the Firm's registered representatives who   
have sold Fund Shares and/or Trust Units during the prior calendar year         
according to an established schedule. Reimbursements under this program will be 
made by the Sponsor and not by the Funds or Trusts.                             

Risk Factors                                                                    

  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 conditions  
of the common 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. 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(s) 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. The value of    
common stocks is subject to market fluctuations for as long as the common stocks
remain outstanding, and thus the value of the Securities in a Trust may be      
expected to fluctuate over the life of a Trust to values higher or lower than   
those prevailing on the Initial Date of Deposit.                                

  Holders of common stock incur more risk than holders of preferred stocks
and debt obligations because common stockholders, as owners of the entity, have 
generally inferior rights to receive payments from the issuer in comparison with
the rights of creditors of, or holders of debt obligations or preferred stocks  
issued by, the issuer. Cumulative preferred stock dividends must be paid before 
common stock dividends and any cumulative preferred stock dividend omitted is   
added to future dividends payable to the holders of cumulative preferred stock. 
Preferred stockholders are also generally entitled to rights on liquidation     
which are senior to those of common stockholders.                               

   Foreign Securities Risks. Certain of the Securities in one or more of the
Trusts are of foreign issuers, and therefore, an investment in such a Trust     
involves some investment risks that are different in some respects from an      
investment in a Trust that invests entirely in securities of domestic issuers.  
Those investment risks include future political and governmental restrictions   
which might adversely affect the payment or receipt of payment of dividends on  
the relevant Securities, currency exchange rate fluctuations, exchange control  
policies, and the limited liquidity and small market capitalization of such     
foreign countries' securities markets. In addition, for foreign issuers that are
not subject to the reporting requirements of the Securities Exchange Act of     
1934, there may be less publicly available information than is available from a 
domestic issuer. Also, foreign issuers are not necessarily subject to uniform   
accounting, auditing and financial reporting standards, practices and           
requirements comparable to those applicable to domestic issuers. However, due to
the nature of the issuers of the Securities included in the Trust, the Sponsor  
believes that adequate information will be available to allow the Sponsor to    
provide portfolio surveillance.                                                 

  Certain of the Securities in one or more of the Trusts are in ADR or GDR
form. ADRs, which evidence American Depositary Receipts and GDRs, which evidence
Global Depositary Receipts, represent common stock deposited with a custodian in
a depositary. American Depositary Shares and Global Depositary Shares           
(collectively, the "Depositary Receipts") are issued by a bank or trust company 
to evidence ownership of underlying securities issued by a foreign corporation. 
These instruments may not necessarily be denominated in the same currency as the
securities into which they may be converted. For purposes of the discussion     
herein, the terms ADR and GDR generally include American Depositary Shares and  
Global Depositary Shares, respectively.                                         

Depositary Receipts may be sponsored or unsponsored. In an unsponsored
facility, the depositary initiates and arranges the facility at the request of  
market makers and acts as agent for the Depositary Receipts holder, while the   
company itself is not involved in the transaction. In a sponsored facility, the 
issuing company initiates the facility and agrees to pay certain administrative 
and shareholder-related expenses. Sponsored facilities use a single depositary  
and entail a contractual relationship between the issuer, the shareholder and   
the depositary; unsponsored facilities involve several depositaries with no     
contractual relationship to the company. The depositary bank that issues        
Depositary Receipts generally charges a fee, based on the price of the          
Depositary Receipts, upon issuance and cancellation of the Depositary Receipts. 
This fee would be in addition to the brokerage commissions paid upon the        
acquisition or surrender of the security. In addition, the depositary bank      
incurs expenses in connection with the conversion of dividends or other cash    
distributions paid in local currency into U.S. dollars and such expenses are    
deducted from the amount of the dividend or distribution paid to holders,       
resulting in a lower payout per underlying shares represented by the Depositary 
Receipts than would be the case if the underlying share were held directly.     
Certain tax considerations, including tax rate differentials and withholding    
requirements, arising from applications of the tax laws of one nation to        
nationals of another and from certain practices in the Depositary Receipts      
market may also exist with respect to certain Depositary Receipts. In varying   
degrees, any or all of these factors may affect the value of the Depositary     
Receipts compared with the value of the underlying shares in the local market.  
In addition, the rights of holders of Depositary Receipts may be different than 
those of holders of the underlying shares, and the market for Depositary        
Receipts may be less liquid than that for the underlying shares. Depositary     
Receipts are registered securities pursuant to the Securities Act of 1933 and   
may be subject to the reporting requirements of the Securities Exchange Act of  
1934.                                                                           

     For the Securities that are Depositary Receipts, currency fluctuations will
affect the U.S. dollar equivalent of the local currency price of the underlying 
domestic share and, as a result, are likely to affect the value of the          
Depositary Receipts and consequently the value of the Securities. The foreign   
issuers of securities that are Depositary Receipts may pay dividends in foreign 
currencies which must be converted into dollars. Most foreign currencies have   
fluctuated widely in value against the United States dollar for many reasons,   
including supply and demand of the respective currency, the soundness of the    
world economy and the strength of the respective economy as compared to the     
economies of the United States and other countries. Therefore, for any          
securities of issuers (whether or not they are in Depositary Receipt form) whose
earnings are stated in foreign currencies, or which pay dividends in foreign    
currencies or which are traded in foreign currencies, there is a risk that their
United States dollar value will vary with fluctuations in the United States     
dollar foreign exchange rates for the relevant currencies.                      

  On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, the Netherlands, Portugal and Spain (eleven of the fifteen   
member countries of the European Union ("EU")) are scheduled to establish fixed 
conversion rates between their existing sovereign currencies and the euro. On   
such date the euro is expected to become the official currency of these eleven  
countries. As of January 1, 1999, the participating countries will no longer    
control their own monetary policies by directing independent interest rates for 
their currencies. Instead, the authority to direct monetary policy, including   
money supply and official interest rates for the euro, will be exercised by the 
new European Central Bank. The conversion of the national currencies of the     
participating countries to the euro could negatively impact the market rate of  
the exchange between such currencies (or the newly created euro) and the U.S.   
dollar. In addition, European corporations, and other entities with significant 
markets or operations in Europe (whether or not in the participating countries),
face strategic challenges as these entities adapt to a single trans-national    
currency. The euro conversion may have a material impact on revenues, expenses  
or income from operations; increase competition due to the increased price      
transparency of EU markets; effect issuers' currency exchange rate risk and     
derivatives exposure; disrupt current contracts; cause issuers to increase      
spending on information technology updates required for the conversion; and     
result in potential adverse tax consequences. The Sponsor is unable to predict  
what impact, if any, the euro conversion will have on any of the issuers of     
Securities contained in the Trust.                                              

  Communications Bandwidth Sector Portfolio. An investment in Units of the
Communications Bandwidth Sector Portfolio should be made with an understanding  
of the problems and risks inherent in the communications sector in general.     

The market for high-technology communications products and services is
characterized by rapidly changing technology, intense competition, rapid product
and service obsolescence, cyclical market patterns, evolving industry standards 
and frequent new product introductions. The success of the issuers of the       
Securities depends in substantial part on the timely and successful introduction
of new products and services. An unexpected change in one or more of the        
technologies affecting an issuer's products or in the market for products based 
on a particular technology could have a material adverse affect on an issuer's  
operating results. Furthermore, there can be no assurance that the issuers of   
the Securities will be able to respond in a timely manner to compete in the     
rapidly developing marketplace.                                                 

 Certain of the companies represented in the Trust are engaged in fierce
competition for a share of the market of their products. Due to the competitive 
pressures, the stocks of these companies are subject to rapid price volatility. 
Also, the communications industry is generally subject to governmental          
regulation. However, as market forces develop, the government is expected to    
continue to deregulate the communications industry, further promoting vigorous  
economic competition and resulting in the rapid development of new              
communications technologies.                                                    

     Many communications companies rely on a combination of patents, copyrights,
trademarks and trade secret laws to establish and protect their proprietary     
rights in their products and technologies. There can be no assurance that the   
steps taken by the issuers of the Securities to protect their proprietary rights
will be adequate to prevent misappropriation of their technology or that        
competitors will not independently develop technologies that are substantially  
equivalent or superior to such issuers' technology. The above factors could     
adversely affect the value of the Trust's Units.                                

  Internet Sector Portfolio. An investment in Units of the Internet Sector
Portfolio should be made with an understanding of the problems and risks        
inherent in the technology sectors in general.                                  

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

Based on the trading history of technology stocks, factors such as the
announcement of new products, the development of new technologies or the general
condition of the industry have caused and are likely to cause the market price  
of high-technology common stocks to fluctuate substantially. In addition,       
technology company stocks have experienced extreme price and volume fluctuations
that often have been unrelated to the operating performance of such companies.  
This market volatility may adversely affect the market price of the Securities  
and therefore the ability of a Unitholder to redeem Units at a price equal to or
greater than the original price paid for such Units.                            

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

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

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Contents of Registration Statement

A.   Bonding Arrangements of Depositor:                                         

       The Depositor has obtained the following Stockbrokers Blanket Bonds
for its officers, directors and employees:                            

Insurer/Policy No.                                Amount    

Reliance Insurance Company                                  
B 262 6895                                      $26,000,000 

B.   This Amendment to the Registration Statement comprises the following papers
and documents:                                                        

The facing sheet  

The Prospectus  

The signatures  

Consents of Counsel   

The following exhibits: 

1.1(a)  Copy of Standard Terms and Conditions of Trust for Nuveen Unit Trust,   
      Series 4 and certain subsequent series, effective May 29, 1997 between
       John Nuveen & Co. Incorporated, Depositor and The Chase Manhattan Bank,
      Trustee and Evaluator (incorporated by reference to Amendment No. 1 to
    Form S-6 (File No. 333-25225) filed on behalf of Nuveen Unit Trusts,
Series 4).                                                      

1.1(b)  Trust Indenture and Agreement (to be supplied by amendment).            

1.2*    Copy of Certificate of Incorporation, as amended, of John Nuveen & Co,  
Incorporated, Depositor.                                        

1.3**   Copy of amendment of Certificate of Incorporation changing name of      
Depositor to John Nuveen & Co. Incorporated.                    

2.1     Copy of Certificate of Ownership (Included in Exhibit 1.1(a), and       
incorporated herein by reference).                              

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

--------------------                                                            
/*/     Incorporated by reference to Form N-8B-2 (File No. 811-1547) filed on   
behalf of Nuveen Tax-Free Unit Trust, Series 16.                

/**/    Incorporated by reference to Form N-8B-2 (File No. 811-2198) on behalf  
on Nuveen Tax-Free Unit Trust, Series 37.                       

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3.2   Opinion of counsel as to Federal income tax status of securities being    
registered (to be supplied by amendment).                           

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

3.4   Opinion of counsel as to advancement of funds by Trustees (to be supplied 
by amendment).                                                      

4.2   Consent of The Chase Manhattan Bank (to be supplied by amendment).        

4.4   Consent of Arthur Andersen LLP (to be supplied by amendment).             

6.1   List of Directors and Officers of Depositor and other related information 
 (incorporated by reference to Exhibit E to Form N-8B-2 (File No. 811-
    08103) filed on March 20, 1997 on behalf of Nuveen Unit Trusts, Series 1
and subsequent Series).                                             

C.    Explanatory Note                                                          

      This Amendment to the Registration Statement may contain multiple separate
prospectuses. Each propectus will relate to an individual unit investment trust 
and will consist of a Part A, a Part B and an Information Supplement.           

D.    Undertakings                                                              

   (1)  The Information Supplement to the Trust will not include third party
financial information.                                                          

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Signatures  
----------  

     Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Nuveen Unit Trusts, Series 31 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 Chicago and State of Illinois on the 4th day of  
February, 1999.                                                                 

                             NUVEEN UNIT TRUSTS, SERIES 31
                                (Registrant)

                                  By  JOHN NUVEEN & CO. INCORPORATED
                               (Depositor)

                        By /s/   Robert K. Burke
                                     -------------------------------
                                Vice President

                           Attest /s/   Karen L. Healy
                                         ---------------------------
                                     Assistant Secretary

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

                                                                [Download Table]


       Signature                      Title*                       Date         
       ---------                      ------                       ----         
                                                                                
Timothy R. Schwertfeger    Chairman, Board of Directors   )                     
                           Chief Executive Officer        )                     
                           and Director                   )                     
                                                          )                     
Anthony T. Dean            President, Chief Operating     )                     
                           Officer and Director           )                     
                                                          )  /s/ Larry W. Martin
John P. Amboian            Chief Financial Officer and    )  ------------------ 
                           Executive Vice President       )   Larry W. Martin   
                                                          )  Attorney-in-Fact** 
Margaret E. Wilson         Vice President and             )                     
                           Controller                     )   February 4, 1999  
                                                          )                     

----------                                                                      

* The titles of the persons named herein represent their capacity in and        
relationship to John Nuveen & Co. Incorporated, the Depositor.                  

**The powers of attorney for Messrs. Amboian, Dean and Schwertfeger             
were filed as Exhibit 6 to Form N-8B-2 (File No. 811-08103) and for Ms. Wilson  
as Exhibit 6.2 to Nuveen Unit Trusts, Series 12 (File No. 333-49197).           

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Consent of Independent Public Accountants 

The consent of Arthur Andersen LLP to the use of its report and to the reference
to such firm in the Prospectus included in this Amendment to the Registration   
Statement will be filed as Exhibit 4.4 to the Registration Statement.           

Consent of Chapman and Cutler 

The consent of Chapman and Cutler to the use of its name in the Prospectus      
included in the Amendment to the Registration Statement will be contained in its
opinions to be filed as Exhibits 3.1 and 3.2 to the Registration Statement.     

Consent of The Chase Manhattan Bank 

The consent of The Chase Manhattan Bank to the use of its name in the Prospectus
included in the Amendment to the Registration Statement will be filed as Exhibit
4.2 to the Registration Statement.                                              

Consent of Carter, Ledyard & Milburn  

The consent of Carter, Ledyard & Milburn to the use of its name in the          
Prospectus included in the Amendment to the Registration Statement will be filed
as Exhibit 3.3 to the Registration Statement.                                   

S-5 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-6/A’ Filing		Date		First		Last			Other Filings
		1/31/00		14
		1/1/00		23
		6/30/99		13
		2/9/99		18		42			487
Filed on:		2/4/99		2		52
		1/1/99		48
		5/29/97		49
		3/20/97		50
		4/30/93		28
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