Definitive materials

What is Form 497?
  • Accession No.: 0000891093-96-002469 Act: 33 File No.: 033-32228 Film No.: 96655211
  • CIK: 0000857793
  • Submitted: 1996-11-06


                                                                 Chapman and Cutler
                         111 West Monroe Street
                        Chicago, Illinois  60603
                            November 6, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-1004
Attn:  Filing Desk, Stop 1-4
     Re:Van Kampen American Capital Utility Income Trust, Series 3

     Pursuant to the requirements of Rule 497(d) of the General Rules and
Regulations of the Securities Act of 1933, we are submitting a supplement
to the prospectus being used with respect to the above-mentioned series.
                                    Very truly yours,
                                    Chapman and Cutler

             Van Kampen American Capital Distributors, Inc.
                          Unit Investment Trusts

                       Supplement to the Prospectus
                          Dated November 1, 1996

 On October 31, 1996, VK/AC Holding, Inc. became a wholly owned indirect
subsidiary of Morgan Stanley Group Inc. pursuant to the closing of an
Agreement and Plan of Merger among Morgan Stanley Group Inc., MSAM
Holdings II, Inc. and MSAM Acquisition Inc., whereby MSAM Acquisition
Inc. was merged with and into VK/AC Holding, Inc. and VK/AC Holding, Inc.
was the surviving corporation (the "Acquisition"). As a result of the
Acquisition, VK/AC Holding, Inc. became a wholly owned subsidiary of
MSAM Holdings II, Inc. which, in turn, is a wholly owned subsidiary of
Morgan Stanley Group Inc. VK/AC Holding, Inc. is the indirect parent of
Van Kampen American Capital Distributors, Inc., the Sponsor of the 
subject unit investment trust.

 Morgan Stanley Group Inc. and various of its directly or indirectly
owned subsidiaries, including Morgan Stanley Asset Management Inc., an
investment adviser ("MSAM"), Morgan Stanley & Co. Incorporated, a 
registered broker-dealer and investment adviser, and Morgan Stanley
International, are engaged in a wide range of financial services. Their
principal businesses include securities underwriting, distribution and
trading; merger, acquisition, restructuring and other corporate finance
advisory activities; merchant banking; stock brokerage and research
services; asset management; trading of futures, options, foreign exchange
commodities and swaps (involving foreign exchange, commodities, indices
and interest rates); real estate advice, financing and investing; and
global custody, securities clearance services and securities lending.
As of September 30, 1996, MSAM, together with its affiliated investment
advisory companies, had approximately $103.5 billion of assets under
management and fiduciary advice.

 Prior to October 31, 1996, VK/AC Holding, Inc. was controlled, through
the ownership of a substantial majority of its common stock, by The
Clayton & Dubilier Private Equity IV Limited Partnership. References in
the attached Prospectus to The Clayton, Dubilier Private Equity IV
Limited Partnership or Clayton, Dubilier & Rice, Inc. are hereby deleted.
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