MUNICIPAL INVT TR FD INVT GRADE PORT 2 INTERM TERM SER DAF, 487, 1996-05-10

MUNICIPAL INVT TR FD INVT GRADE PORT 2 INTERM TERM SER DAF
487, 1996-05-10

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996

REGISTRATION NO. 33-64769

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

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:

MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO--2
(BBB QUALITY OR BETTER)
INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
POST OFFICE BOX 9051
PRINCETON, N.J. 08543-9051 SMITH BARNEY INC.
388 GREENWICH STREET--23RD
FLOOR
NEW YORK, N.Y. 10013
PRUDENTIAL SECURITIES DEAN WITTER REYNOLDS INC. PAINEWEBBER INCORPORATED
INCORPORATED TWO WORLD TRADE 1285 AVENUE OF THE
ONE SEAPORT PLAZA CENTER--59TH FLOOR AMERICAS
199 WATER STREET NEW YORK, N.Y. 10048 NEW YORK, N.Y. 10019
NEW YORK, N.Y. 10292

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. LAURIE A. HESSLEIN LEE B. SPENCER, JR.
P.O. BOX 9051 388 GREENWICH ST. ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 NEW YORK, N.Y. 10013 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO:
DOUGLAS LOWE, ESQ. ROBERT E. HOLLEY PIERRE DE SAINT PHALLE,
130 LIBERTY STREET--29TH 1200 HARBOR BLVD. ESQ.
FLOOR WEEHAWKEN, N.J. 07087 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10006 NEW YORK, N.Y. 10017

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.

F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED: Indefinite

G. AMOUNT OF FILING FEE: $500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:

As soon as practicable after the effective date of the registration
statement.

/ x / Check box if it is proposed that this filing will become effective at 9:30
a.m. on May 10, 1996 pursuant to Rule 487.

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<PAGE>
DEFINED ASSET FUNDSSM
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MUNICIPAL INVESTMENT 5.68% ESTIMATED CURRENT RETURN shows the estimated
TRUST FUND annual cash to be received from interest-bearing
INVESTMENT GRADE PORTFOLIO--2 bonds in the Portfolio (net of estimated annual
(BBB QUALITY OR BETTER) expenses) divided by the Public Offering Price
LONG INTERMEDIATE (including the maximum sales charge).
TERM SERIES 5.73% ESTIMATED LONG TERM RETURN is a measure of
A UNIT INVESTMENT TRUST the estimated return over the estimated life of
- ------------------------------the Fund (which has a dollar weighted average
/ / LONG INTERMEDIATE portfolio maturity of about 13 years). This
MATURITIES represents an average of the yields to maturity
/ / EXEMPT FROM REGULAR (or in certain cases, to an earlier call date) of
FEDERAL INCOME TAX the individual bonds in the Portfolio, adjusted to
/ / DEFINED PORTFOLIO OF reflect the maximum sales charge and estimated
MUNICIPAL BONDS expenses. The average yield for the Portfolio is
/ / MONTHLY INCOME derived by weighting each bond's yield by its
/ / PROFESSIONAL SELECTION market value and the time remaining to the call or
5.68% maturity date, depending on how the bond is
ESTIMATED CURRENT RETURN priced. Unlike Estimated Current Return, Estimated
5.73% Long Term Return takes into account maturities,
ESTIMATED LONG TERM RETURN discounts and premiums of the underlying bonds.
AS OF MAY 9, 1996 No return estimate can be predictive of your
actual return because returns will vary with
purchase price (including sales charges), how long
units are held, changes in Portfolio composition,
changes in interest income and changes in fees and
expenses. Therefore, Estimated Current Return and
Estimated Long Term Return are designed to be
comparative rather than predictive. A yield
calculation which is more comparable to an
individual bond may be higher or lower than
Estimated Current Return or Estimated Long Term
Return which are more comparable to return
calculations used by other investment products.

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
SPONSORS: HAS THE COMMISSION OR ANY STATE SECURITIES
Merrill Lynch, COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
Pierce, Fenner & Smith OF THIS DOCUMENT. ANY REPRESENTATION TO THE
Incorporated CONTRARY IS A CRIMINAL OFFENSE.
Smith Barney Inc. Inquiries should be directed to the Trustee at
PaineWebber Incorporated 1-800-221-7771.
Prudential Securities Prospectus dated May 10, 1996.
Incorporated INVESTORS SHOULD READ THIS PROSPECTUS CAREFULLY
Dean Witter Reynolds Inc. AND RETAIN IT FOR FUTURE REFERENCE.

<PAGE>
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Defined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored in the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. The portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.

Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.

Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:

o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios

The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defined Long Intermediate Term Series
- ----------------------------------------------------------------

Our defined portfolio of municipal bonds offers you a simple and convenient way
to earn tax-free monthly income. And by purchasing Defined Asset Funds, you not
only receive professional selection but also gain the advantage of reduced risk
by investing in bonds of several different issuers.

INVESTMENT OBJECTIVE

To provide interest income exempt from regular federal income taxes through
investment in a fixed portfolio consisting of long intermediate term municipal
bonds issued by or on behalf of states and their local governments and
authorities.

DIVERSIFICATION

The Portfolio is diversified among 12 bond issues. Spreading your investment
among different issuers reduces your risk, but does not eliminate it. Because of
maturities, sales or other dispositions of bonds, the size, composition and
return of the Portfolio will change over time.

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Defining Your Portfolio
- ----------------------------------------------------------------

INVESTMENT QUALITY -- BBB OR BETTER

The bonds are rated investment grade by Fitch Investors Service, Inc. or, in the
opinion of Fitch, as Credit Consultant, have comparable credit characteristics.
If Fitch has not rated a bond at least BBB, it has delivered an opinion that the
bond has the credit characteristics of rated bonds in the BBB category. Some of
the bonds may also be rated investment grade by Standard & Poor's Ratings Group
or Moody's Investors Service, Inc.

PROFESSIONAL SELECTION AND SUPERVISION

The Portfolio contains a variety of bonds selected by experienced buyers for
Defined Asset Funds. Fitch will review bonds proposed by the Agent for the
Sponsors for deposit in the Portfolio. If a bond is not rated by Fitch, Fitch
will either issue a rating or provide an opinion as to whether the proposed bond
has investment grade credit characteristics. For a bond to be deposited in the
Portfolio, Fitch must rate it at least BBB or deliver an opinion that the bond
has comparable credit characteristics to investment grade bonds. Fitch's
opinions regarding investment grade characteristics are based exclusively on
publicly available information provided to it by the Agent for the Sponsors and
other information already in Fitch's possession. Fitch will use its professional
expertise to evaluate the information and prepare its opinions. Certain bonds
may also be rated by Standard & Poor's or Moody's. If so, a bond will only be
deposited if that rating is investment grade or above. For example, a bond that
has received an investment grade rating from Fitch but a lower than investment
grade rating from either Standard & Poor's or Moody's will not be deposited in
the Portfolio. However, there is no requirement that a bond deposited in the
Portfolio receive any rating from either Standard & Poor's or Moody's.

The Fund is not actively managed; however, following deposit, Fitch will monitor
the bonds and inform the Agent for the Sponsors of any significant unfavorable
changes in its opinion of any bond not rated by Fitch. Information relating to
opinions of bonds not rated by Fitch will be available only to the Sponsors; it
will not be available to the general public. The Agent for the Sponsors will
receive information from Fitch about changes in the credit quality of bonds
rated by Fitch at essentially the same time as the general public. A bond can be
sold if retaining it is considered detrimental to investors' interests.

A-2
<PAGE>
TYPES OF BONDS

The Portfolio consists of $15,080,000 face amount of municipal bonds of the
following types:

APPROXIMATE
PORTFOLIO PERCENTAGE

/ / Industrial Development Revenue 19%
/ / Financial Institutions 13%
/ / Hospitals/Health Care Facilities 13%
/ / Airports/Ports 10%
/ / Housing 10%
/ / Lease Rental Appropriation 10%
/ / Tax Allocation 10%
/ / Miscellaneous 8%
/ / General Obligations 7%

BOND CALL FEATURES

It is possible that during periods of falling interest rates, a bond with a
coupon higher than current market rates will be prepaid or 'called', at the
option of the bond issuer, before its expected maturity. When bonds are
initially callable, the price is usually at a premium to par which then declines
to par over time. Bonds may also be subject to a mandatory sinking fund or have
extraordinary redemption provisions. For example, if the bond's proceeds are not
able to be used as intended the bond may be redeemed. This redemption and the
sinking fund are often at par.

CALL PROTECTION

Although some of the bonds may be subject to optional refunding or call
provisions, we have selected bonds with call protection. This call protection
means that any bond in the Portfolio generally cannot be called for a number of
years and thereafter at a declining premium over par.

TAX INFORMATION

Based on the opinion of bond counsel, income from the bonds held by this Fund is
generally 100% exempt under existing laws from regular federal income tax.
Interest on approximately 26% of the bonds will be a preference item for
purposes of the Alternative Minimum Tax (AMT). Any gain on a disposition of the
underlying bonds or units will be subject to tax.

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Defining Your Risks
- ----------------------------------------------------------------

RISK FACTORS

The Portfolio contains bonds rated in the BBB category by Fitch, which is the
lowest 'investment grade' rating assigned by the rating agency. The Portfolio
may also contain bonds which are not rated but which have, in the opinion of the
Credit Consultant, comparable credit characteristics to securities rated
investment grade. While none of the bonds is rated below investment grade by
Fitch, Standard & Poor's or Moody's, investors should be aware that these bonds
may have speculative characteristics and that changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments on these bonds than is the case with higher
rated securities. Because ratings may be lowered or the credit assessment of the
Credit Consultant may change, an investment in Units should be made with an
understanding of the risks of investing in 'junk bonds' (bonds rated below
investment grade or unrated bonds having similar credit characteristics),
including increased risk of loss of principal and interest on the underlying
bonds. (see Risk Factors in Part B).

Unit price fluctuates and could be adversely affected by increasing interest
rates as well as the financial condition of the issuers of the bonds and any
banks or insurance companies backing the bonds. Because of the possible
maturity, sale or other disposition of securities, the size, composition and
return of the portfolio may change at any time. Because of the sales charges,
returns of principal and fluctuations in unit price, among other reasons, the
sale price will generally be less than the cost of your units. Unit prices could
also be adversely affected if a limited trading market exists in any bond to be
sold. There is no guarantee that the Fund will achieve its investment objective.

The opinions provided to the Agent for the Sponsors by the Credit Consultant on
unrated bonds will not be traditional ratings because they will generally not be
based on the level of information or access to officials generally utilized in
connection with a traditional credit rating because they are likely to be given
on an expedited basis and because the opinion will generally not be based on
formal procedures normally associated with traditional credit ratings, such as
the use of a rating committee. Therefore, the Credit Consultant's opinions on
credit quality are likely to have less certainty than traditional credit
ratings. The opinions, however, will be the opinions of experienced professional
research analysts for Fitch and will take into account factors typically
considered in debt credit analysis. The Credit Consultant will render an opinion
only when in the judgement of its analysts it has sufficient information to
determine whether a bond has investment grade credit characteristics (see Risk
Factors in Part B).

The Fund is not considered to be concentrated in any particular category of
municipal bonds (see Risk Factors in Part B). However, the Fund is concentrated
in bonds of New York issuers and may be subject to increased risk from decreased
diversification as well as from factors particular to New York, which are
briefly discussed on page A-9. Also, since interest on some of the bonds will be
a preference item for purposes of AMT, the Fund may not be appropriate for
investors who are subject to AMT.

A-3
<PAGE>
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Defining Your Investment
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PUBLIC OFFERING PRICE PER UNIT $1,015.53

The Public Offering Price as of May 9, 1996, the business day prior to the
Initial Date of Deposit, is based on the aggregate offer side value of the
underlying bonds in the Fund ($14,703,759.30), plus a maximum sales charge of
4.167% of the value of the bonds, plus cash ($151,000.00), divided by the number
of units (15,231). The Public Offering Price on any subsequent date will vary.
An amount equal to principal cash, if any, as well as net accrued but
undistributed interest on the unit is added to the Public Offering Price. The
underlying bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern
time on every business day.

LOW MINIMUM INVESTMENT

You can get started with a minimum purchase of about $1,000.

UNIT PAR VALUE

The par value of your unit -- the amount of money you will receive by
termination of the Fund, assuming all the bonds are paid at maturity or are
redeemed by the issuer at par or sold by the Fund at par to meet redemptions --
is $1,000.

REINVESTMENT OPTION

You can elect to automatically reinvest your distributions into a separate
portfolio of federally tax-exempt bonds. Reinvesting helps to compound your
income tax-free.

PRINCIPAL DISTRIBUTIONS
Principal from sales, redemptions and maturities of bonds in the Fund will be
distributed to investors periodically when the amount to be distributed is more
than $5.00 per unit.

TERMINATION DATE

The Fund will generally terminate no later than the maturity date of the last
maturing bond listed in the Portfolio. The Fund may be terminated earlier if the
value is less than 40% of the face amount of bonds deposited.

SPONSORS' PROFIT OR LOSS

The Sponsors' profit or loss associated with the Fund will include the receipt
of applicable sales charges, any fees for underwriting or placing bonds,
fluctuations in the Public Offering Price or secondary market price of units and
a loss of $28,378.75 on the deposit of the bonds.

UNDERWRITING ACCOUNT

One of the Sponsors has participated as sole underwriter, managing underwriter
or member of an underwriting syndicate from which approximately 3% of the bonds
in the Portfolio were acquired.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
P.O. Box 9051,
Princeton, NJ 08543-9051 63.23%
SMITH BARNEY INC.
388 Greenwich Street--23rd Floor,
New York, NY 10013 13.13%
PAINEWEBBER INCORPORATED
1285 Avenue of the Americas,
New York, NY 10019 9.85%
PRUDENTIAL SECURITIES INCORPORATED
One Seaport Plaza--199 Water Street,
New York, NY 10292 3.28%
DEAN WITTER REYNOLDS INC.
Two World Trade Center--59th Floor,
New York, NY 10048 6.57%
OPPENHEIMER & CO. INC.
One World Financial Center--8th Floor
New York, NY 10281 3.28%
GRUNTAL & CO. INC.
14 Wall Street,
New York, NY 10005 0.66%
-------
100.00%
=======

A-4
<PAGE>

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Defining Your Costs
- ----------------------------------------------------------------
SALES CHARGE

Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.

As a % of Initial As a % of
Offering Period Secondary Market
Public Offering Public Offering
Price Price
----------------- -----------------
Maximum Sales Charges 4.00% 4.50%

The Fund (and therefore the investors) will bear all or a portion of its
organizational costs--including costs of preparing the registration statement,
the trust indenture and other closing documents, registering units with the SEC
and the states and the initial audit of the Portfolio--as is common for mutual
funds.

ESTIMATED ANNUAL FUND OPERATING EXPENSES

As a %
of Average Net
Assets* Per Unit
----------------- -------------
Trustee's Fee .071% $ 0.69
Bookkeeping and Administrative
Fees .005% $ 0.05
Organizational Expenses .021% $ 0.20
Credit Consultant's Fee .082% $ 0.79
Evaluator's Fee .009% $ 0.09
Other Operating Expenses .027% $ 0.27
----------------- -------------
TOTAL .215% $ 2.09

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* Based on the mean of the bid or offer evaluations.

Investors should realize that the total annual fees are greater for this Fund
than for other Intermediate Term Series of the Sponsors, because the other funds
do not generally pay consultants for ongoing monitoring of the Portfolio (see
Fund Expenses in Part B). The Sponsors believe that the monitoring arrangement
with Fitch (which is not affiliated with any of the Sponsors) is desirable in
the present circumstances due to the increased risk of bonds rated lower than A.
Some of the bonds may have speculative characteristics (see Risk Factors in Part
B).

COSTS OVER TIME

You would pay the following cumulative expenses on a $1,000 investment, assuming
a 5% annual return on the investment throughout the indicated periods.

1 Year 3 Years 5 Years 10 Years
$42 $47 $52 $66

The example assumes reinvestment of all distributions into additional units of
the Fund (a reinvestment option different from that offered by this Fund) and
uses a 5% annual rate of return as mandated by Securities and Exchange
Commission regulations applicable to mutual funds. The Costs Over Time above
reflect both sales charges and operating expenses on an increasing investment
(because the net annual return is reinvested). The example should not be
considered a representation of past or future expenses or annual rate of return;
the actual expenses and annual rate of return may be more or less than the
example.

SELLING YOUR INVESTMENT

You may sell your units at any time. Your price is based on the Fund's then
current net asset value (generally based on the lower, bid side evaluation of
the bonds, as determined by an independent evaluator), plus principal cash, if
any, as well as accrued interest. The bid side redemption and secondary market
repurchase price as of May 9, 1996 was $965.40 ($50.13 less than the Public
Offering Price). There is no fee for selling your units.
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Defining Your Income
- ----------------------------------------------------------------

MONTHLY FEDERALLY TAX-FREE INTEREST INCOME

The Fund pays monthly income, even though the bonds generally pay interest
semi-annually.

WHAT YOU MAY EXPECT
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):

Regular Monthly Income per unit
(Beginning on June 25, 1996): $ 4.81
Annual Income per unit: $ 57.72

Estimated cash flows are available upon request from the Sponsors.

A-5

<PAGE>

<TABLE><CAPTION>
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Defined Portfolio
- --------------------------------------------------------------------------------
Municipal Investment Trust Fund
Investment Grade Portfolio--2 (BBB Quality or Better)
Long Intermediate Term Series May 10, 1996

FITCH STANDARD & OPTIONAL SINKING
CREDIT POOR'S MOODY'S REFUNDING FUND
PORTFOLIO TITLE QUALITY (1) RATING (2) RATING (3) REDEMPTIONS (4) REDEMPTIONS (4)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1. $1,470,000 Redevelopment Agy. of
the City of San Diego, CA, Sub. Tax
Alloc. Rfdg. Bonds, Ser. 1996 B
(Horton Plaza Redev. Proj.), 6.40%,
11/1/10 (7) O BBB+ Baa1 11/1/06 @ 102 11/1/08
2. $1,000,000 Colorado Stud. Oblig.
Bond Auth., Stud. Loan Asset-Backed
Bonds, Sr. Sub. 1995 Ser.II-B,
6.20%, 12/1/08 (6) A A2 NR 12/1/04 @ 102 --
3. $1,475,000 New Orleans Hsg. Dev.
Corp., LA, Tax Exempt First Lien
Rev. Rfdg. Bonds (Tivoli Place
Apts. - Section 8 Asstd. Proj.),
Ser. 1996 A, 6.50%, 6/1/07 O NR Baa 6/1/06 @ 102 6/1/05
4. The Economic Dev. Corp. of the
Cnty. of Oakland, MI, Ltd. Oblig.
Rev. Bonds (The Detroit Skating
Club, Inc. Proj.), Ser. 1996
(Michigan National Bank-Letter of
Credit) O AA- A1
$275,000, 5.55%, 2/1/07 2/1/06 @ 102 --
$285,000, 5.65%, 2/1/08 2/1/06 @ 102 --
$310,000, 5.75%, 2/1/09 2/1/06 @ 102 --
$305,000, 5.85%, 2/1/10 2/1/06 @ 102 --
$360,000, 5.95%, 2/1/11 2/1/06 @ 102 --
5. $1,400,000 Mississippi Bus. Fin.
Corp., Indl. Dev. Rev. Bonds (Free
State Home Manufacturing, L.L.C.
Proj.), Ser. 1996 (Trustmark
National Bank - Letter of Credit),
6.25%, 3/1/11 (6) O NR NR 3/1/03 @ 103 3/1/08
6. $1,520,000 New Mexico Hosp.
Equip. Loan Council, Hosp. Fac.
Imp. and Rfdg. Rev. Bonds (Rehoboth
McKinley Christian Hosp. Proj.),
Ser. 1996, 6.30%, 8/1/10 BBB NR NR 8/1/06 @ 102 8/1/05
7. $420,000 Dormitory Auth. of The
State of New York, Nyack Hosp. Rev.
Bonds, Ser. 1996, 6.00%, 7/1/07 BBB NR Baa 7/1/06 @ 102 --

<CAPTION>
COST
PORTFOLIO TITLE TO FUND (5)
- ---------------------------------------------------------
<S> <C>
1. $1,470,000 Redevelopment Agy. of
the City of San Diego, CA, Sub. Tax
Alloc. Rfdg. Bonds, Ser. 1996 B
(Horton Plaza Redev. Proj.), 6.40%,
11/1/10 (7) $ 1,470,000.00
2. $1,000,000 Colorado Stud. Oblig.
Bond Auth., Stud. Loan Asset-Backed
Bonds, Sr. Sub. 1995 Ser.II-B,
6.20%, 12/1/08 (6) 1,000,000.0
3. $1,475,000 New Orleans Hsg. Dev.
Corp., LA, Tax Exempt First Lien
Rev. Rfdg. Bonds (Tivoli Place
Apts. - Section 8 Asstd. Proj.),
Ser. 1996 A, 6.50%, 6/1/07 1,492,301.75
4. The Economic Dev. Corp. of the
Cnty. of Oakland, MI, Ltd. Oblig.
Rev. Bonds (The Detroit Skating
Club, Inc. Proj.), Ser. 1996
(Michigan National Bank-Letter of
Credit)
$275,000, 5.55%, 2/1/07 271,694.50
$285,000, 5.65%, 2/1/08 281,369.10
$310,000, 5.75%, 2/1/09 305,846.00
$305,000, 5.85%, 2/1/10 300,726.95
$360,000, 5.95%, 2/1/11 354,758.40
5. $1,400,000 Mississippi Bus. Fin.
Corp., Indl. Dev. Rev. Bonds (Free
State Home Manufacturing, L.L.C.
Proj.), Ser. 1996 (Trustmark
National Bank - Letter of Credit),
6.25%, 3/1/11 (6) 1,373,372.00
6. $1,520,000 New Mexico Hosp.
Equip. Loan Council, Hosp. Fac.
Imp. and Rfdg. Rev. Bonds (Rehoboth
McKinley Christian Hosp. Proj.),
Ser. 1996, 6.30%, 8/1/10 1,478,139.20
7. $420,000 Dormitory Auth. of The
State of New York, Nyack Hosp. Rev.
Bonds, Ser. 1996, 6.00%, 7/1/07 411,621.00

</TABLE>

A-6
<PAGE>

COST
PORTFOLIO TITLE TO FUND (5)
- ---------------------------------------------------------
<S> <C>
8. $1,500,000 New York State Urban
Dev. Corp., Corr. Cap. Fac. Rev.
Bonds, Ser. 6, 5.25%, 1/1/10 $ 1,350,750.00
9. $1,200,000 Westchester Cnty.
Ind. Dev. Agy., NY, Civic Fac. Rev.
Bonds, Ser. 1996 (Julia Dyckman
Andrus Mem., Inc. Proj.), 6.50%,
4/1/09 1,214,760.00
10. $1,000,000 New York City, NY,
G.O., Ser. I, 5.875%, 3/15/11 945,480.00
11. $1,020,000 Richland Cnty., SC,
Educl. Facs. Rev. Bonds (Benedict
Coll. Proj.), Ser. 1996 (Asset
Guaranty Ins.), 6.00%, 7/1/10 (8) 1,015,104.00
12. $1,540,000 Port of Kalama, WA,
Rev. Bonds, Ser. 1996 B, 5.55%,
12/1/10 (6) 1,437,836.40
--------------------
$ 14,703,759.30
--------------------
--------------------
</TABLE>

- ------------------------------------
(1) These ratings are ratings of the issues themselves by Fitch. Where an 'O'
appears, Fitch has not rated the issue, but has delivered an opinion that the
issue has investment grade credit characteristics. (See Appendix A.)
(2) These ratings are ratings of the bonds themselves by Standard & Poor's. The
symbol 'NR' indicates that Standard & Poor's did not rate the issue. (See
Appendix A.)

(3) These ratings are ratings of the issues themselves by Moody's. Moody's
ratings have been furnished by the Evaluator but not confirmed with Moody's. The
symbol 'NR' indicates that Moody's did not rate the issue. (See Appendix A.)

(4) Bonds are first subject to optional redemptions (which may be exercised in
whole or in part) on the dates and at the prices indicated under the Optional
Refunding Redemptions column. In subsequent years, bonds are redeemable at
declining prices, but typically not below par value. Some issues may be subject
to sinking fund redemption or extraordinary redemption without premium prior to
the dates shown.

(5) Evaluation of the bonds by the Evaluator is made on the basis of current
offer side evaluation. On this basis, 18% of the bonds were deposited at a
premium, 16% at par and 66% at a discount from par.

(6) These bonds are subject to AMT.

(7) These bonds are when issued bonds that are expected to settle 15 days after
the settlement date for units. The Trustee's fee and expenses will be reduced
during the first year by $0.26 per unit to compensate for interest that would
have been accrued on bonds between the settlement date for units and the actual
date of delivery of the bonds. (See Income, Distributions and Reinvestment --
Income in Part B.)

(8) The Moody's rating reflects the rating of the issuer, without consideration
of the insurance on the bond.

A-7
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Municipal Investment Trust Fund, Investment
Grade Portfolio--2 (BBB Quality or Better), Long Intermediate Term Series,
Defined Asset Funds (the 'Fund'):

We have audited the accompanying statement of condition and the related
portfolio included in the prospectus of the Fund as of May 10, 1996. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. Our procedures included
confirmation of cash and an irrevocable letter of credit deposited for the
purchase of securities, as described in the statement of condition, with the
Trustee. An audit also includes assessing the accounting principles used and
significant estimates made by the Trustee, 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 financial statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of May 10, 1996 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 10, 1996

STATEMENT OF CONDITION AS OF MAY 10, 1996

TRUST PROPERTY

Investments--Bonds and Contracts to purchase Bonds(1) $ 14,703,759.30
Cash 151,000.00
Accrued interest to Initial Date of Deposit on underlying
Bonds 195,522.98
Organizational Costs(2) 15,231.00
--------------------
Total $ 15,065,513.28
--------------------
--------------------
LIABILITIES AND INTEREST OF HOLDERS
Liabilities: Advance by the Trustee for accrued
interest(3) $ 195,522.98
Accrued Liability(2) 15,231.00
--------------------
Subtotal 210,753.98
--------------------
Interest of Holders of 15,231 Units of fractional
undivided interest outstanding:
Cost to investors(4) 15,467,502.43
Gross underwriting commissions(5) (612,743.13)
--------------------
Subtotal $ 14,854,759.30
--------------------
Total $ 15,065,513.28
--------------------
--------------------

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

(1) Aggregate cost to the Fund of the bonds listed under Defined
Portfolio is based upon the offer side evaluation determined by the Evaluator at
the evaluation time on the business day prior to the Initial Date of Deposit.
The contracts to purchase the bonds are collateralized by an irrevocable letter
of credit which has been issued by Banca Nazionale Dell' Agricoltura, New York
Branch, in the amount of $14,844,389.92 and deposited with the Trustee. The
amount of the letter of credit includes $14,732,138.05 for the purchase of
$15,080,000 face amount of the bonds, plus $112,251.87 for accrued interest.

(2) This represents a portion of the Fund's organizational costs,
which will be deferred and amortized over five years.
(3) Representing a special distribution by the Trustee of an amount
equal to the accrued interest on the bonds as of the Initial Date of Deposit.
(4) Aggregate public offering price (exclusive of interest) computed
on the basis of the offer side evaluation of the underlying bonds as of the
evaluation time on the business day prior to the Initial Date of Deposit.

(5) Assumes the maximum sales charge of 4.00% of the Public Offering
Price (4.167% of the value of the bonds).

A-8
<PAGE>

- --------------------------------------------------------------------------------
New York Risks
- --------------------------------------------------------------------------------

NEW YORK RISK FACTORS

The State of New York and several of its public authorities and
municipalities including, in particular, New York City, continue to face
financial difficulties. For many years, the State accumulated deficits by
extraordinary borrowing, which have been paid off by the issuance of long-term
bonds under legislation limiting future borrowing for deficits. In June 1995
(two months after the beginning of the fiscal year) it adopted a budget to close
a projected gap of approximately $5 billion, of which nearly $1 billion
represents non-recurring measures. A $445 million surplus was realized. Closing
the deficit for future years will be more difficult because of plans proposed by
the State's new Governor to reduce personal income taxes by 25% during his
four-year term and because of potential decreases in Federal aid. To close a
projected $3.9 billion gap for the fiscal year beginning April 1, 1996, the
Governor's proposed budget relied on nearly $2 billion of Federal actions most
of which were not included in the Federal budget adopted in April 1996. Unable
to agree on a budget for the year, the State has extended the prior year's
spending levels through April 30, while allowing a previously approved tax cut
to take effect. State general obligation debt is rated A-by Standard & Poor's
and A by Moody's; at March 31, 1995, approximately $5.2 billion face amount was
outstanding. 18 State authorities had an aggregate of $70.3 billion of debt
outstanding at September 30, 1994, of which approximately $28 billion was State
supported.

New York City implemented nearly $3.5 billion of gap-closing measures for
the fiscal year ended June 30, 1995, and has adopted a budget which seeks to
close a projected $3.1 billion budget gap for the current fiscal year. A $750
million gap remains, and a $2 billion gap is projected for the 1997 fiscal year.
One fiscal monitor commented that, in spite of massive gap-closing efforts in
the last few years, City finances continue to deteriorate. Budget revisions rely
heavily on questionable assumptions and non-recurring measures, and spending is
projected to increase faster than revenue for the three years after fiscal 1997.
The City's constitutional borrowing limit will be approached in fiscal 1998 and
debt service would reach nearly 20% of tax revenues in fiscal 1999. New York
City bonds are rated BBB+ by Standard & Poor's and Baa1 by Moody's. At December
31, 1995, approximately $24.4 billion of New York City bonds (excluding City
debt held by The Municipal Assistance Corporation for the City of New York
(MAC)) and approximately $4.0 billion of MAC bonds and $1.1 billion of public
benefit corporation debt were outstanding. Other localities in the State had an
aggregate of approximately $17.7 billion of indebtedness outstanding in 1993. A
recent report by Moody's concluded 25 cities in the State are facing significant
fiscal problems.

For decades, the State's economy has grown more slowly than that of the
rest of the nation as a whole. This low growth rate has been attributed, in
part, to the combined State and New York City tax burden which is among the
highest in the U.S. Because their tax structures are particularly sensitive to
economic cycles, both the State and New York City are prone to substantial
budget gaps during periods of economic weakness. Each has suffered a decline in
population and in manufacturing jobs over many years, and has become
particularly dependent on the financial services industry. Unemployment rates,
especially in New York City, have been above the national average for several
years.

Both the State and New York City suffer from long-term structural
imbalances between revenues and expenditures, which historically have been
narrowed through extensive use of non-recurring measures such as bond
refinancings, depletion of reserves, sales of assets, cost-cuts and layoffs.
Except for property taxes, changes in New York City revenue measures require
State approval. The City is also particularly subject to unanticipated increases
in labor costs, resulting primarily from expiring union contracts and overtime
expense. Both the State and New York City also face substantial replacement
costs for infrastructure (such as roads, bridges and other public facilities)
which has suffered from reduced maintenance expenditures during various economic
declines.

Various municipalities and State and local authorities in New York
(particularly, the Metropolitan Transportation Authority) are dependent to
varying degrees on State and federal aid, and could be adversely affected by the
State's and federal government's actions to balance their budgets. The State's
dependence on federal aid and sensitivity to economic cycles, as well as high
levels of taxes and unemployment, may continue to make it difficult to balance
State and local budgets in the future.

A-9
<PAGE>

<TABLE><CAPTION>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

EFFEC-
TIVE %
TAXABLE INCOME 1996* TAX TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN BRACKET 4% 4.5% 5% 5.5% 6% 6.5% 7% 7.5% 8%
IS EQUIVALENT TO A TAXABLE YIELD OF
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
$ 0- 24,000 $ 0- 40,100 15.00 4.71 5.29 5.88 6.47 7.06 7.65 8.24 8.82 9.41
- ------------------------------------------------------------------------------------------------------------------
$ 24,000- 58,150 $ 40,100- 96,900 28.00 5.56 6.25 6.94 7.64 8.33 9.03 9.72 10.42 11.11
- ------------------------------------------------------------------------------------------------------------------
$ 58,150-121,300 $ 96,900-147,700 31.00 5.80 6.52 7.25 7.97 8.70 9.42 10.14 10.87 11.59
- ------------------------------------------------------------------------------------------------------------------
$121,300-263,750 $147,700-263,750 36.00 6.25 7.03 7.81 8.59 9.38 10.16 10.94 11.72 12.50
- ------------------------------------------------------------------------------------------------------------------
OVER $263,750 OVER $263,750 39.60 6.62 7.45 8.28 9.11 9.93 10.76 11.59 12.42 13.25
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1996
federal income tax rates and assumes that all income would otherwise be taxed at
the investor's highest tax rate. Yield figures are for example only.

*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, holders are urged to consult their own tax advisers in
this regard.

MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX

INCOME+ MUNICIPAL BOND 'PREFERENCE'
INTEREST INCOME*
(STATE INCOME TAX RATES)
SINGLE ++ JOINT ++ 0% 7% 11%
- --------------------------------------------------
$50,000 $23,000 $18,000 $16,000
- --------------------------------------------------
$30,000 $21,000 $18,000 $16,000
- --------------------------------------------------
$100,000 $27,000 $18,000 $14,000
- --------------------------------------------------
$55,000 $23,000 $18,000 $15,000
- --------------------------------------------------
$225,000 $33,000 $16,000 $7,000
- --------------------------------------------------
$205,000 $32,000 $16,000 $8,000
- --------------------------------------------------

NOTES:
* Assuming no 'preference' or similar items
except for municipal bond 'preference'
interest income and state income taxes.
+ Regular taxable income plus state income
taxes and personal exemptions.
++ Assuming no dependents.

Under the tax law, interest income on certain municipal bonds, although
exempt from regular federal income tax, is treated as a 'preference' item for
purposes of AMT. The table above shows amounts of such municipal bond
'preference' interest income that individual taxpayers could receive in 1996
without becoming subject to the AMT. The table gives information for single and
joint returns of individuals having no dependents. The table provides three
income levels and three hypothetical state income tax rates.

A-10
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
I want to learn more about automatic reinvestment in the Investment Accumulation
Program. Please send me information about participation in the Municipal Fund
Accumulation Program, Inc. and a current Prospectus.
My name (please
print) _________________________________________________________________________
My address (please print):
Street and Apt.
No. ____________________________________________________________________________
City, State, Zip
Code ___________________________________________________________________________

This page is a self-mailer. Please complete the information above, cut along the
dotted line, fold along the lines on the reverse side, tape, and mail with the
Trustee's address displayed on the outside.

<PAGE>

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 1313 NEW YORK, NY NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
THE BANK OF NEW YORK UNITED STATES
UNIT INVESTMENT TRUST DEPARTMENT
P.O. BOX 974
WALL STREET STATION
NEW YORK, NY 10268-0974

- --------------------------------------------------------------------------------
(Fold along this line.)

<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
(BBB QUALITY OR BETTER)
LONG INTERMEDIATE TERM SERIES

FURTHER DETAIL REGARDING ANY OF THE INFORMATION PROVIDED IN THE PROSPECTUS MAY
BE OBTAINED
WITHIN FIVE DAYS OF WRITING OR CALLING THE TRUSTEE, THE ADDRESS AND
TELEPHONE NUMBER OF WHICH ARE SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.

Index

PAGE
---------
Fund Description...................................... 1
Risk Factors.......................................... 3
How to Buy Units...................................... 9
How to Sell Units..................................... 10
Income, Distributions and Reinvestment................ 11
Fund Expenses......................................... 12
Taxes................................................. 12
PAGE
---------
Records and Reports................................... 14
Trust Indenture....................................... 14
Miscellaneous......................................... 15
Exchange Option....................................... 16
Supplemental Information.............................. 17
Appendix A--Description of Ratings.................... a-1
Appendix B--Sales Charge Schedules.................... b-1

FUND DESCRIPTION

BOND PORTFOLIO SELECTION

Professional buyers for Defined Asset Funds selected the Bonds for the
Portfolio after considering the Fund's investment objective as well as the
credit quality of the Bonds as determined by Fitch, the yield and price of the
Bonds compared to similar securities, the maturities of the Bonds and the
diversification of the Portfolio. Yields on bonds depend on many factors
including general conditions of the bond markets, the size of a particular
offering and the maturity and quality rating of the particular issues. Yields
can vary among bonds with similar maturities, coupons and ratings. No leverage
or borrowing is used nor does the Portfolio contain other kinds of securities to
enhance yield. A summary of the Bonds in the Portfolio appears in Part A of the
Prospectus.

The Credit Consultant is obligated to review, on a timely basis, bonds
proposed by the Agent for the Sponsors for deposit in the Portfolio, whether or
not the Credit Consultant has an existing rating on the bonds. After reviewing
each proposed bond, the Credit Consultant is obligated to either issue a rating
or provide the Agent for the Sponsors with an opinion as to whether the proposed
bond has investment grade credit characteristics. For a bond to be deposited in
the Portfolio, the Credit Consultant must rate the bond in the BBB category or
better or deliver an opinion that the bond has comparable credit characteristics
to investment grade bonds.

Certain bonds may also be rated by Standard & Poor's or Moody's. If so, a
bond will only be deposited in the Portfolio if that rating as well as Fitch's
rating or opinion is investment grade or above. For example, a bond that has
received an investment grade rating from the Credit Consultant but a lower than
investment grade rating from either Standard & Poor's or Moody's will not be
deposited in the Portfolio. However, there is no requirement that a bond
deposited in the Portfolio receive any rating from either Standard & Poor's or
Moody's.

Ratings represent opinions of the rating organizations as to the quality of
bonds rated, but these are general (not absolute) standards of quality. And in
some instances, the opinions provided to the Agent for the Sponsors by the
Credit Consultant on unrated bonds will not be traditional ratings because they
will generally not be based on the level of information or access to officials
generally utilized in connection with a traditional credit rating because they
are likely to be given on an expedited basis and because they will generally not
be based on formal procedures normally associated with traditional credit
ratings, such as the use of a rating committee. Therefore,

1
<PAGE>
the Credit Consultant's opinions on credit quality are likely to have
less certainty than traditional credit ratings. The opinions,
however, will be the opinions of experienced professional research analysts for
Fitch and will take into account factors typically considered in debt credit
analysis. The Credit Consultant will render an opinion only when in the
judgement of its analysts it has sufficient information to determine whether a
bond has investment grade credit characteristics. Information relating to
opinions of bonds not rated by Fitch will be available only to the Sponsors; it
will not be available to the general public.

Opinions are to be based exclusively on publicly available information
provided to the Credit Consultant by the Agent for the Sponsors and on other
public information in the possession of the Credit Consultant. The Credit
Consultant has no obligation to collect information from any other source. The
Credit Consultant will use its professional expertise to evaluate the
information and prepare the opinion. Once the Bonds have been deposited in the
Portfolio, the Agent for the Sponsors will provide the Credit Consultant with
sufficient information to enable the Credit Consultant to monitor the Bonds. The
Credit Consultant will advise the Agent for the Sponsors in the event of any
significant unfavorable changes in its opinion of the credit quality of any Bond
not rated by Fitch, and if, in the opinion of the Credit Consultant, any Bond
not rated by Fitch ceases to have investment grade credit characteristics. The
Agent for the Sponsors will receive information from the Credit Consultant about
changes in the credit quality of Bonds rated by the Credit Consultant at
essentially the same time as the general public. In the event that the Credit
Consultant does not, in its judgement, have sufficient information to monitor
the Bonds, the Credit Consultant will notify the Agent for the Sponsors of the
insufficiency and if the necessary information is not received, will withdraw
its opinion regarding investment grade characteristics of the Bonds.

The Credit Consultant. The Credit Consultant, Fitch Investors Service,
Inc., is a Nationally Recognized Statistical Rating Organization, whose primary
business is to provide credit ratings on bonds issued by states and
municipalities and their instrumentalities and political subdivisions,
industrial companies, utilities, financial institutions, and issuers of
mortgage-and asset-backed securities.

The Credit Consultant is based in New York City and was originally
organized in 1913. The Credit Consultant is registered as an investment adviser
with the Securities and Exchange Commission ('SEC') and various states. The
Credit Consultant did not recommend the Bonds for purchase by the Fund. Fitch
reviewed bonds proposed by the Agent for the Sponsors for inclusion in the
Portfolio and indicated whether, in their judgment, the bonds have
characteristics similar to bonds that are of investment grade credit quality. In
addition, the Credit Consultant will monitor the Bonds in the Portfolio and
notify the Agent for the Sponsors if, in the opinion of the Credit Consultant,
any of the Bonds cease to have investment grade characteristics. The Agent for
the Sponsors shall receive notice of a downgrade in the rating of any rated Bond
in the same way the information is received by the general public. In the event
any of the Bonds cease to have investment grade credit characteristics the Agent
for the Sponsors shall determine, in its sole discretion, whether to dispose of
any of the Bonds (see Bond Portfolio Supervision below).

Fitch ratings and credit opinions are not recommendations to buy, sell, or
hold any bond. They do not comment on the adequacy of market price, the
suitability of any bond for a particular investor, or the tax-exempt nature or
taxability of payments made in respect of any bond.

Fitch ratings are based on information obtained from issuers, other
obligors, underwriters, their experts, and other sources Fitch believes to be
reliable. Fitch does not audit or verify the truth or accuracy of the
information. Ratings may be changed, suspended, or withdrawn as a result of
changes in, or the unavailability of, information or for other reasons.

BOND PORTFOLIO SUPERVISION

The deposit of the Bonds in the Fund on the initial date of deposit
established a proportionate relationship among the face amounts of the Bonds.
During the 90-day period following the initial date of deposit the Sponsors may
deposit additional Bonds in order to create new Units, maintaining to the extent
possible that original proportionate relationship. Deposits of additional Bonds
subsequent to the 90-day period must generally replicate exactly the
proportionate relationship among the face amounts of the Bonds at the end of the
initial 90-day period.

2
<PAGE>
The Fund follows a buy and hold investment strategy in contrast
to the frequent portfolio changes of a managed fund based on
economic, financial and market analyses. The Fund may retain an
issuer's bonds despite adverse financial developments. However, the
Credit Consultant will monitor the Bonds on an ongoing basis and advise the
Agent for the Sponsors in the event of any significant unfavorable changes in
its opinion of the credit quality of any Bond not rated by Fitch, and if, in the
opinion of the Credit Consultant, any Bond not rated by Fitch ceases to have
investment grade credit characteristics. Information relating to opinions of
bonds not rated by Fitch will be available only to the Sponsors; it will not be
available to the general public. The Agent for the Sponsors will receive
information from Fitch about changes in the credit quality of Bonds rated by
Fitch at essentially the same time as the general public. The Sponsors will
consider information provided by the Credit Consultant in conducting the
Portfolio supervision.

A Bond may be sold in certain circumstances including the occurrence of a
default in payment or other default on the Bond, a decline in the projected
income pledged for debt service on a revenue bond, institution of certain legal
proceedings, if the Bond becomes taxable or is otherwise inconsistent with the
Fund's investment objectives, a decline in the price of the Bond or the
occurrence of other market or credit factors (including advance refunding) that,
in the opinion of Defined Asset Funds research analysts, makes retention of the
Bond detrimental to the interests of investors. The Trustee must generally
reject any offer by an issuer of a Bond to exchange another security pursuant to
a refunding or refinancing plan.

Neither the Sponsors, the Trustee nor the Credit Consultant are liable for
any default or defect in a Bond. If a contract to purchase any Bond fails, the
Sponsors may generally deposit a replacement bond so long as it is a tax-exempt
bond, has a fixed maturity or disposition date substantially similar to the
failed Bond and is rated BBB or better by Fitch or has comparable credit
characteristics in the opinion of the Credit Consultant. A replacement bond must
be deposited within 110 days after deposit of the failed contract, at a cost
that does not exceed the funds reserved for purchasing the failed Bond and at a
yield to maturity and current return substantially equivalent (considering then
current market conditions and relative creditworthiness) to those of the failed
Bond, as of the date the failed contract was deposited.

RISK FACTORS

An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline with increases in interest rates.
Generally speaking, bonds with longer maturities will fluctuate in value more
than bonds with shorter maturities. In recent years there have been wide
fluctuations in interest rates and in the value of fixed-rate bonds generally.
The Sponsors cannot predict the direction or scope of any future fluctuations.

The Portfolio contains Bonds rated in the BBB category by Fitch, which is
the lowest 'investment grade' rating assigned by the rating agency. The
Portfolio may also contain Bonds which are not rated but which have in the
opinion of the Credit Consultant, comparable credit characteristics to bonds
rated investment grade. Investors should therefore be aware that these Bonds may
have speculative characteristics and that changes in economic conditions or
other circumstances are more likely to lead to a weakened capacity to make
principal and interest payments on these Bonds than is the case with higher
rated bonds. Moreover, conditions may develop with respect to any of the issuers
of the Bonds that may cause the rating agencies to lower their ratings below
investment grade on a given Bond or cause the Credit Consultant to determine
that the credit characteristics of a given Bond are not comparable to those of
obligations rated investment grade. There can be no assurance that the rating
currently assigned to a given Bond by a rating agency or the credit assessment
of the Credit Consultant actually reflects all current information about the
issuer of that Bond. Subsequent to the initial date of deposit, a Bond or other
obligations of the issuer or guarantor or bank or other entity issuing a letter
of credit related thereto may cease to be rated, its rating may be reduced or
the credit assessment of the Credit Consultant may change. Because of the fixed
nature of the Portfolio, none of these events requires an elimination of that
Bond from the Portfolio, but the lowered rating or changed credit assessment may
be considered in the Sponsors' determination to direct the disposal of the Bond
(see Bond Portfolio Supervision above).

Because ratings may be lowered or the credit assessment of the Credit
Consultant may change, an investment in Units should be made with an
understanding of the risks of investing in 'junk bonds' (bonds rated below
investment grade or unrated bonds having similar credit characteristics),
including increased risk of loss of principal and interest on the underlying
bonds. Bonds that are rated below investment grade or unrated debt

3
<PAGE>
obligations having similar credit characteristics are often subject to greater
market fluctuations and risk of loss of income and principal than bonds rated
investment grade, and their value may decline more precipitously in response to
rising interest rates. This effect is so not only because increased interest
rates generally lead to decreased values for fixed-rate instruments, but also
because increased interest rates may indicate a slowdown in the economy
generally, which could result in defaults by less creditworthy issuers. Because
investors generally perceive that there are greater risks associated with
lower-rated bonds, the yields and prices of these bonds tend to fluctuate more
than higher-rated bonds with changes in the perceived credit quality of their
issuers, whether these changes are short-term or structural, and during
periods of economic uncertainty. Moreover, issuers whose obligations have been
recently downgraded may be subject to claims by debtholders and suppliers
which, if sustained, would make it more difficult for these issuers to meet
payment obligations.

Debt rated below investment grade or having similar credit characteristics
also tends to be more thinly traded than investment-grade debt and held
primarily by institutions, and this lack of liquidity can negatively affect the
value of the debt. Debt which is not rated investment grade or having similar
credit characteristics may be subordinated to other obligations of the issuer.
Senior debtholders would be entitled to receive payment in full before
subordinated debtholders receive any payment at all in the event of a bankruptcy
or reorganization. Lower rated debt obligations and debt obligations having
similar credit characteristics may also present payment-expectation risks. For
example, these bonds may contain call or redemption provisions that would make
it attractive for the issuers to redeem them in periods of declining interest
rates, and investors would therefore not be able to take advantage of the higher
yield offered.

The opinions provided to the Agent for the Sponsors by the Credit
Consultant on unrated bonds will not be traditional ratings because they will
generally not be based on the level of information or access to public officials
generally utilized in connection with a traditional credit rating because they
are likely to be given on an expedited basis and because they will generally not
be based on formal procedures normally associated with traditional credit
ratings, such as the use of a rating committee. Therefore, the Credit
Consultant's opinions on credit quality are likely to have less certainty than
traditional credit ratings. The opinions, however, will be the opinions of
experienced professional research analysts for Fitch and will take into account
factors typically considered in debt credit analysis. The Credit Consultant will
render an opinion only when in the judgement of its analysts it has sufficient
information to determine whether a bond has investment grade credit
characteristics.

Certain of the Bonds may have been deposited at a market discount or
premium principally because their interest rates are lower or higher than
prevailing rates on comparable debt securities. The current returns of market
discount bonds are lower than comparably rated bonds selling at par because
discount bonds tend to increase in market value as they approach maturity. The
current returns of market premium bonds are higher than comparably rated bonds
selling at par because premium bonds tend to decrease in market value as they
approach maturity. Because part of the purchase price is returned through
current income payments and not at maturity, an early redemption at par of a
premium bond will result in a reduction in yield to the Fund. Market premium or
discount attributable to interest rate changes does not indicate market
confidence or lack of confidence in the issue.

Certain Bonds deposited into the Fund may have been acquired on a
when-issued or delayed delivery basis. The purchase price for these Bonds is
determined prior to their delivery to the Fund and a gain or loss may result
from fluctuations in the value of the Bonds.

The Fund may be concentrated in one or more of types of bonds.
Concentration in a State may involve additional risk because of the decreased
diversification of economic, political, financial and market risks. Set forth
below is a brief description of certain risks associated with bonds which may be
held by the Fund. Additional information is contained in the Information
Supplement which is available from the Trustee at no charge to the investor.

GENERAL OBLIGATION BONDS

Certain of the Bonds may be general obligations of a governmental entity.
General obligation bonds are backed by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. However, the
taxing power of any governmental entity may be limited by provisions of state
constitutions or laws and its credit will depend on many factors, including an
erosion of the tax base resulting from population declines, natural disasters,
declines in the state's industrial base or an inability to attract new
industries, economic
4
<PAGE>
limits on the ability to tax without eroding the tax base and the
extent to which the entity relies on federal or state aid, access to
capital markets or other factors beyond the entity's control. In addition,
political restrictions on the ability to tax and budgetary constraints affecting
state governmental aid may have an adverse impact on the creditworthiness of
cities, counties, school districts and other local governmental units.

As a result of the recent recession's adverse impact upon both revenues and
expenditures, as well as other factors, many state and local governments have
confronted deficits which were the most severe in recent years. Many issuers
are facing highly difficult choices about significant tax increases and spending
reductions in order to restore budgetary balance. The failure to implement these
actions on a timely basis could force these issuers to issue additional debt to
finance deficits or cash flow needs and could lead to a reduction of their bond
ratings and the value of their outstanding bonds.

MORAL OBLIGATION BONDS

The Portfolio may include 'moral obligation' bonds. If an issuer of moral
obligation bonds is unable to meet its obligations, the repayment of the bonds
becomes a moral commitment but not a legal obligation of the state or local
government in question. Even though the state or local government may be called
on to restore any deficits in capital reserve funds of the agencies or
authorities which issued the bonds, any restoration generally requires
appropriation by the state or local legislature and does not constitute a
legally enforceable obligation or debt of the state or local government. The
agencies or authorities generally have no taxing power.

REFUNDED BONDS

Refunded bonds are typically secured by direct obligations of the U.S.
Government or in some cases obligations guaranteed by the U.S. Government placed
in an escrow account maintained by an independent trustee until maturity or a
predetermined redemption date. These obligations are generally noncallable prior
to maturity or the predetermined redemption date. In a few isolated instances,
however, bonds which were thought to be escrowed to maturity have been called
for redemption prior to maturity.

MUNICIPAL REVENUE BONDS

Municipal revenue bonds are tax-exempt securities issued by states,
municipalities, public authorities or similar entities to finance the cost of
acquiring, constructing or improving various projects. Municipal revenue bonds
are not general obligations of governmental entities backed by their taxing
power and payment is generally solely dependent upon the creditworthiness of the
public issuer or the financed project or state appropriations. Examples of
municipal revenue bonds are:

Municipal utility bonds, including electrical, water and sewer revenue
bonds, whose payments are dependent on various factors, including the rates
the utilities may charge, the demand for their services and their operating
costs, including expenses to comply with environmental legislation and
other energy and licensing laws and regulations. Utilities are particularly
sensitive to, among other things, the effects of inflation on operating and
construction costs, the unpredictability of future usage requirements, the
costs and availability of fuel and, with certain electric utilities, the
risks associated with the nuclear industry. The movement to introduce
competition in the investor-owned electric utility industry is likely to
indirectly affect municipal utility systems by inducing them to maintain
rates as low as possible. In this effort to keep rates low, municipal
utilities may have more trouble raising rates to completely recover
investment in generating plant;

Lease rental bonds which are generally issued by governmental financing
authorities with no direct taxing power for the purchase of equipment or
construction of buildings that will be used by a state or local government.
Lease rental bonds are generally subject to an annual risk that the lessee
government might not appropriate funds for the leasing rental payments to
service the bonds and may also be subject to the risk that rental
obligations may terminate in the event of damage to or destruction or
condemnation of the equipment or building;

Multi-family housing revenue bonds and single family mortgage revenue
bonds which are issued to provide financing for various housing projects
and which are payable primarily from the revenues derived from mortgage
loans to housing projects for low to moderate income families or notes
secured by mortgages on residences; repayment of this type of bonds is
therefore dependent upon, among other things, occupancy levels, rental
income, the rate of default on underlying mortgage loans, the ability of
mortgage insurers to pay
5
<PAGE>
claims, the continued availability of federal, state or local
housing subsidy programs, economic conditions in local
markets, construction costs, taxes, utility costs and other operating
expenses and the managerial ability of project managers. Housing bonds are
generally prepayable at any time and therefore their average life will
ordinarily be less than their stated maturities;

Hospital and health care facility bonds whose payments are dependent
upon revenues of hospitals and other health care facilities. These revenues
come from private third-party payors and government programs, including the
Medicare and Medicaid programs, which have generally undertaken cost
containment measures to limit payments to health care facilities.
Hospitals and health care facilities are subject to various legal
claims by patients and others and are adversely affected by increasing
costs of insurance;

Airport, port, highway and transit authority revenue bonds which are
dependent for payment on revenues from the financed projects, including
user fees from ports and airports, tolls on turnpikes and bridges, rents
from buildings, transit fare revenues and additional financial resources
including federal and state subsidies, lease rentals paid by state or local
governments or a pledge of a special tax such as a sales tax or a property
tax. In the case of the air travel industry, airport income is largely
affected by the airlines' ability to meet their obligations under use
agreements which in turn is affected by increased competition among
airlines, excess capacity and increased fuel costs, among other factors;

Solid waste disposal bonds which are generally payable from dumping and
user fees and from revenues that may be earned by the facility on the sale
of electrical energy generated in the combustion of waste products and
which are therefore dependent upon the ability of municipalities to fully
utilize the facilities, sufficient supply of waste for disposal, economic
or population growth, the level of construction and maintenance costs, the
existence of lower-cost alternative modes of waste processing and
increasing environmental regulation. A recent decision of the U.S. Supreme
Court limiting a municipality's ability to require use of its facilities
may have an adverse affect on the credit quality of various issues of these
bonds;

Special tax bonds which are not secured by general tax revenues but are
only payable from and secured by the revenues derived by a municipality
from a particular tax--for example, a tax on the rental of a hotel room, on
the purchase of food and beverages, on the rental of automobiles or on the
consumption of liquor and may therefore be adversely affected by a
reduction in revenues resulting from a decline in the local economy or
population or a decline in the consumption, use or cost of the goods and
services that are subject to taxation;

Student loan revenue bonds which are typically secured by pledges of new
or existing student loans. The loans, in turn, are generally either
guaranteed by eligible guarantors and reinsured by the Secretary of the
U.S. Department of Education, directly insured by the federal government,
or financed as part of supplemental or alternative loan programs within a
state (e.g., loan repayments are not guaranteed). These bonds often permit
the issuer to enter into interest rate swap agreements with eligible
counterparties in which event the bonds are subject to the additional risk
of the counterparty's ability to fulfill its swap obligation;

University and college bonds, the payments on which are dependent upon
various factors, including the size and diversity of their sources of
revenues, enrollment, reputation, the availability of endowments and other
funds and, in the case of public institutions, the financial condition of
the relevant state or other governmental entity and its policies with
respect to education; and

Tax increment and tax allocation bonds, which are secured by ad valorem
taxes imposed on the incremental increase of taxable assessed valuation of
property within a jurisdiction above an established base of assessed value.
The issuers of these bonds do not have general taxing authority and the tax
assessments on which the taxes used to service the bonds are based may be
subject to devaluation due to market price declines or governmental action.

Puerto Rico. Certain Bonds may be affected by general economic conditions
in the Commonwealth of Puerto Rico. Puerto Rico's economy is largely dependent
for its development on federal programs and current federal budgetary policies
suggest that an expansion of its programs is unlikely. Reductions in federal tax
benefits or incentives or curtailment of spending programs could adversely
affect the Puerto Rican economy.

Industrial Development Revenue Bonds. Industrial development revenue bonds
are municipal obligations issued to finance various privately operated projects
including pollution control and manufacturing facilities.

6
<PAGE>

Payment is generally solely dependent upon the creditworthiness of the
corporate operator of the project and, in certain cases, an affiliated or
third party guarantor and may be affected by economic factors relating to
the particular industry as well as varying degrees of governmental regulation.
In many cases industrial revenue bonds do not have the benefit of covenants
which would prevent the corporations from engaging in capital restructurings
or borrowing transactions which could reduce their ability to meet their
obligations and result in a reduction in the value of the Portfolio.

BONDS BACKED BY LETTERS OF CREDIT OR INSURANCE

Certain Bonds may be secured by letters of credit issued by commercial
banks or savings banks, savings and loan associations and similar thrift
institutions or are direct obligations of banks or thrifts. The letter of credit
may be drawn upon, and the Bonds redeemed, if an issuer fails to pay amounts due
on the Bonds or, in certain cases, if the interest on the Bond becomes taxable.
Letters of credit are irrevocable obligations of the issuing institutions. The
profitability of a financial institution is largely dependent upon the credit
quality of its loan portfolio which, in turn, is affected by the institution's
underwriting criteria, concentrations within the portfolio and specific industry
and general economic conditions. The operating performance of financial
institutions is also impacted by changes in interest rates, the availability and
cost of funds, the intensity of competition and the degree of governmental
regulation.

Certain Bonds may be insured or guaranteed by insurance companies listed
below. The claims-paying ability of each of these companies, unless otherwise
indicated, was rated AAA by Standard & Poor's or another nationally recognized
rating organization at the time the insured Bonds were purchased by the Fund.
The ratings are subject to change at any time at the discretion of the rating
agencies. In the event that the rating of an Insured Fund is reduced, the
Sponsors are authorized to direct the Trustee to obtain other insurance on
behalf of the Fund. The insurance policies guarantee the timely payment of
principal and interest on the Bonds but do not guarantee their market value or
the value of the Units. The insurance policies generally do not provide for
accelerated payments of principal or cover redemptions resulting from events of
taxability.

The following summary information relating to the listed insurance
companies has been obtained from publicly available information:

<TABLE><CAPTION>
FINANCIAL INFORMATION
AS OF SEPTEMBER 30, 1995
(IN MILLIONS OF DOLLARS)
-------------------------------------
POLICYHOLDERS'
NAME DATE ESTABLISHED ADMITTED ASSETS SURPLUS
- ----------------------------------------------------- ----------------- --------------- --------------------
<S> <C> <C> <C>
AMBAC Indemnity Corporation.......................... 1970 $ 2,292 $ 815
Asset Guaranty Insurance Co. (AA by S&P)............. 1988 175 80
Financial Security Assurance of Maryland Inc.
(formerly Capital Guaranty Insurance Company)...... 1986 327 173
Capital Markets Assurance Corp....................... 1987 234 145
Connie Lee Insurance Company......................... 1987 204 110
Continental Casualty Company......................... 1948 20,409 3,850
Financial Guaranty Insurance Company................. 1984 2,264 994
Financial Security Assurance Inc..................... 1984 818 352
MBIA Insurance Corporation........................... 1986 3,678 1,194
</TABLE>

Insurance companies are subject to extensive regulation and supervision
where they do business by state insurance commissioners who regulate the
standards of solvency which must be maintained, the nature of and limitations on
investments, reports of financial condition, and requirements regarding reserves
for unearned premiums, losses and other matters. A significant portion of the
assets of insurance companies are required by law to be held in reserve against
potential claims on policies and is not available to general creditors. Although
the federal government does not regulate the business of insurance, federal
initiatives including pension regulation, controls on medical care costs,
minimum standards for no-fault automobile insurance, national health insurance,
tax law changes affecting life insurance companies and repeal of the antitrust
exemption for the insurance business can significantly impact the insurance
business.

7
<PAGE>

LITIGATION AND LEGISLATION

The Sponsors do not know of any pending litigation as of the initial date
of deposit which might reasonably be expected to have a material adverse effect
upon the Fund. At any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Bonds in the Fund. Litigation, for example, challenging the issuance of
pollution control revenue bonds under environmental protection statutes
may affect the validity of certain Bonds or the tax-free nature of
their interest. While the outcome of litigation of this nature
can never be entirely predicted, opinions of bond counsel are delivered on the
date of issuance of each Bond to the effect that it has been validly issued and
that the interest thereon is exempt from federal income tax. From time to time,
proposals are introduced in Congress to, among other things, reduce federal
income tax rates, impose a flat tax, exempt investment income from tax or
abolish the federal income tax and replace it with another form of tax.
Enactment of any such legislation could adversely affect the value of the Units.
The Fund, however, cannot predict what legislation, if any, in respect of tax
rates may be proposed, nor can it predict which proposals, if any, might be
enacted.

Also, certain proposals, in the form of state legislative proposals or
voter initiatives, seeking to limit real property taxes have been introduced in
various states, and an amendment to the constitution of the State of California,
providing for strict limitations on real property taxes, has had a significant
impact on the taxing powers of local governments and on the financial condition
of school districts and local governments in California. In addition, other
factors may arise from time to time which potentially may impair the ability of
issuers to make payments due on the Bonds. Under the Federal Bankruptcy Code,
for example, municipal bond issuers, as well as any underlying corporate
obligors or guarantors, may proceed to restructure or otherwise alter the terms
of their obligations.

From time to time Congress considers proposals to prospectively and
retroactively tax the interest on state and local obligations, such as the
Bonds. The Supreme Court clarified in South Carolina v. Baker (decided on April
20, 1988) that the U.S. Constitution does not prohibit Congress from passing a
nondiscriminatory tax on interest on state and local obligations. This type of
legislation, if enacted into law, could require investors to pay income tax on
interest from the Bonds and could adversely affect an investment in Units. See
Taxes.

PAYMENT OF THE BONDS AND LIFE OF THE FUND

The size and composition of the Portfolio will change over time. Most of
the Bonds are subject to redemption prior to their stated maturity dates
pursuant to optional refunding or sinking fund redemption provisions or
otherwise. In general, optional refunding redemption provisions are more likely
to be exercised when the value of a Bond is at a premium over par than when it
is at a discount from par. Some Bonds may be subject to sinking fund and
extraordinary redemption provisions which may commence early in the life of the
Fund. Additionally, the size and composition of the Fund will be affected by the
level of redemptions of Units that may occur from time to time. Principally,
this will depend upon the number of investors seeking to sell or redeem their
Units and whether or not the Sponsors are able to sell the Units acquired by
them in the secondary market. As a result, Units offered in the secondary market
may not represent the same face amount of Bonds as on the initial date of
deposit. Factors that the Sponsors will consider in determining whether or not
to sell Units acquired in the secondary market include the diversity of the
Portfolio, the size of the Fund relative to its original size, the ratio of Fund
expenses to income, the Fund's current and long-term returns, the degree to
which Units may be selling at a premium over par and the cost of maintaining a
current prospectus for the Fund. These factors may also lead the Sponsors to
seek to terminate the Fund earlier than its mandatory termination date.

FUND TERMINATION

The Fund will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It will terminate earlier upon the
disposition of the last Bond or upon the consent of investors holding 51% of the
Units. The Fund may also be terminated earlier by the Sponsors once the total
assets of the Fund have fallen below the minimum value specified in Part A of
the Prospectus. A decision by the Sponsors to terminate the Fund early will be
based on factors similar to those considered by the Sponsors in determining
whether to continue the sale of Units in the secondary market.

Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Fund will seek to dispose of any Bonds remaining in the

8
<PAGE>
Portfolio although any Bond unable to be sold at a reasonable price may
continue to be held by the Trustee in a liquidating trust pending its final
disposition. A proportional share of the expenses associated with termination,
including brokerage costs in disposing of Bonds, will be borne by investors
remaining at that time. This may have the effect of reducing the amount of
proceeds those investors are to receive in any final distribution.

LIQUIDITY

Up to 40% of the value of the Portfolio may be attributable to guarantees
or similar security provided by corporate entities. These guarantees or other
security may constitute restricted securities that cannot be sold publicly by
the Trustee without registration under the Securities Act of 1933, as amended.
The Sponsors nevertheless believe that, should a sale of the Bonds guaranteed or
secured be necessary in order to meet redemption of Units, the Trustee should be
able to consummate a sale with institutional investors.

The principal trading market for the Bonds will generally be in the
over-the-counter market and the existence of a liquid trading market for the
Bonds may depend on whether dealers will make a market in them. There can be no
assurance that a liquid trading market will exist for any of the Bonds,
especially since the Fund may be restricted under the Investment Company Act of
1940 from selling Bonds to any Sponsor. The value of the Portfolio will be
adversely affected if trading markets for the Bonds are limited or absent.

HOW TO BUY UNITS

Units are available from any of the Sponsors, Underwriters and other
broker-dealers at the Public Offering Price plus accrued interest on the Units.
The Public Offering Price varies each Business Day with changes in the value of
the Portfolio and other assets and liabilities of the Fund.

PUBLIC OFFERING PRICE

In the initial offering period, the Public Offering Price is based on the
next offer side evaluation of the Bonds, and includes a sales charge based on
the number of Units of a single Fund or Trust purchased on the same or any
preceding day by a single purchaser. See Initial Offering sales charge schedule
in Appendix B. The purchaser or his dealer must notify the Sponsors at the time
of purchase of any previous purchase to be aggregated and supply sufficient
information to permit confirmation of eligibility; acceptance of the purchase
order is subject to confirmation. Purchases of Fund Units may not be aggregated
with purchases of any other unit trust. This procedure may be amended or
terminated at any time without notice.

In the secondary market (after the initial offering period), the Public
Offering Price is based on the bid side evaluation of the Bonds, and includes a
sales charge based (a) on the number of Units of the Fund and any other Series
of Municipal Investment Trust Fund purchased in the secondary market on the same
day by a single purchaser (see Secondary Market sales charge schedule in
Appendix B) and (b) the maturities of the underlying Bonds (see Effective Sales
Charge Schedule in Appendix B). To qualify for a reduced sales charge, the
dealer must confirm that the sale is to a single purchaser or is purchased for
its own account and not for distribution. For these purposes, Units held in the
name of the purchaser's spouse or child under 21 years of age are deemed to be
purchased by a single purchaser. A trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account is also
considered a single purchaser.

In the secondary market, the Public Offering Price is further reduced
depending on the maturities of the various Bonds in the Portfolio, by
determining a sales charge percentage for each Bond, as stated in Effective
Sales Charge in Appendix B. The sales charges so determined, multiplied by the
bid side evaluation of the Bonds, are aggregated and the total divided by the
number of Units outstanding to determine the Effective Sales Charge. On any
purchase, the Effective Sales Charge is multiplied by the applicable secondary
market sales charge percentage (depending on the number of Units purchased) in
order to determine the sales charge component of the Public Offering Price.

Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at any time at prices
including a sales charge of not less than $5 per Unit.

Net accrued interest and principal cash, if any, are added to the Public
Offering Price, the Sponsors' Repurchase Price and the Redemption Price per
Unit. This represents the interest accrued on the Bonds, net of Fund expenses,
from the initial date of deposit to, but not including, the settlement date for
Units (less any prior

9
<PAGE>

distributions of interest income to investors). Bonds deposited also carry
accrued but unpaid interest up to the initial date of deposit. To avoid having
investors pay this additional accrued interest (which earns no return) when
they purchase Units, the Trustee advances and distributes this amount
to the Sponsors; it recovers this advance from interest received on
the Bonds. Because of varying interest payment dates on the Bonds, accrued
interest at any time will exceed the interest actually received by the Fund.

Because accrued interest on the Bonds is not received by the Fund at a
constant rate throughout the year, any Monthly Income Distribution may be more
or less than the interest actually received by the Fund. To eliminate
fluctuations in the Monthly Income Distribution, a portion of the Public
Offering Price may consist of cash in an amount necessary for the Trustee to
provide approximately equal distributions. Upon the sale or redemption of Units,
investors will receive their proportionate share of this cash. In addition, if a
Bond is sold, redeemed or otherwise disposed of, the Fund will periodically
distribute to investors the portion of this cash that is attributable to the
Bond.

The regular Monthly Income Distribution is stated in Part A of the
Prospectus and will change as the composition of the Portfolio changes over
time.

EVALUATIONS

Evaluations are determined by the independent Evaluator on each Business
Day. This excludes Saturdays, Sundays and the following holidays as observed by
the New York Stock Exchange: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. Bond
evaluations are based on closing sales prices (unless the Evaluator deems these
prices inappropriate). If closing sales prices are not available, the evaluation
is generally determined on the basis of current bid or offer prices for the
Bonds or comparable securities or by appraisal or by any combination of these
methods. In the past, the bid prices of publicly offered tax-exempt issues have
been lower than the offer prices by as much as 3 1/2% or more of face amount in
the case of inactively traded issues and as little as 1/2 of 1% in the case of
actively traded issues, but the difference between the offer and bid prices has
averaged between 1 and 2% of face amount. Neither the Sponsors, the Trustee or
the Evaluator will be liable for errors in the Evaluator's judgment. The fees of
the Evaluator will be borne by the Fund.

CERTIFICATES

Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Sell Units--Trustee's Redemption of
Units). Certain Sponsors collect additional charges for registering and shipping
Certificates to purchasers. Lost or mutilated Certificates can be replaced upon
delivery of satisfactory indemnity and payment of costs.

HOW TO SELL UNITS

SPONSORS' MARKET FOR UNITS

You can sell your Units at any time without a fee. The Sponsors (although
not obligated to do so) will normally buy any Units offered for sale at the
repurchase price next computed after receipt of the order. The Sponsors have
maintained secondary markets in Defined Asset Funds for over 20 years. Primarily
because of the sales charge and fluctuations in the market value of the Bonds,
the sale price may be less than the cost of your Units. You should consult your
financial professional for current market prices to determine if other
broker-dealers or banks are offering higher prices for Units.

The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons; in that event, the
Sponsors may still purchase Units at the redemption price as a service to
investors. The Sponsors may reoffer or redeem Units repurchased.

TRUSTEE'S REDEMPTION OF UNITS

You may redeem your Units by sending the Trustee a redemption request
together with any certificates you hold. Certificates must be properly endorsed
or accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. In certain instances, additional documents may be required
such as a certificate of death, trust instrument, certificate of corporate
authority or appointment as executor, administrator
10
<PAGE>
or guardian. If the Sponsors are maintaining a market for Units, they will
purchase any Units tendered at the repurchase price described above. Municipal
Investment Trust Fund has no back-end load or 12b-1 fees, so there is never
a fee for cashing in your investment (see Appendix B). If they do not
purchase Units tendered, the Trustee is authorized in its discretion to
sell Units in the over-the-counter market if it believes it will obtain a
higher net price for the redeeming investor.

By the seventh calendar day after tender you will be mailed an amount equal
to the Redemption Price per Unit. Because of market movements or changes in the
Portfolio, this price may be more or less than the cost of your Units.
The Redemption Price per Unit is computed each Business Day by adding the value
of the Bonds, net accrued interest, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses, unreimbursed Trustee advances, cash held to redeem Units or for
distribution to investors and the value of any other Fund liabilities; and
dividing the result by the number of outstanding Units. Bonds are evaluated on
the offer side during the initial offering period and on the bid side
thereafter.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Bonds selected by the Agent for the Sponsors
based on market and credit factors determined to be in the best interest of the
Fund. These sales are often made at times when the Bonds would not otherwise be
sold and may result in lower prices than might be realized otherwise and will
also reduce the size and diversity of the Fund.

Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the Bonds not reasonably practicable, or
for any other period permitted by the SEC.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME

Some of the Bonds may have been purchased on a when-issued basis or may
have a delayed delivery. Since interest on these Bonds does not begin to accrue
until the date of their delivery to the Fund, the Trustee's annual fee and
expenses may be reduced to provide tax-exempt income to investors for this
non-accrual period. If a when-issued Bond is not delivered until later than
expected and the amount of the Trustee's annual fee and expenses is insufficient
to cover the additional accrued interest, the Sponsors will treat the contracts
as failed Bonds. The Trustee is compensated for its fee reduction by drawing on
the letter of credit deposited by the Sponsors before the settlement date for
these Bonds and depositing the proceeds in a non-interest bearing account for
the Fund.

Interest received is credited to an Income Account and other receipts to a
Capital Account. A Reserve Account may be created by withdrawing from the Income
and Capital Accounts amounts considered appropriate by the Trustee to reserve
for any material amount that may be payable out of the Fund.

DISTRIBUTIONS

Each Unit receives an equal share of monthly distributions of interest
income net of estimated expenses. Interest on the Bonds is generally received by
the Fund on a semi-annual or annual basis. Because interest on the Bonds is not
received at a constant rate throughout the year, any Monthly Income Distribution
may be more or less than the interest actually received. To eliminate
fluctuations in the Monthly Income Distribution, the Trustee will advance
amounts necessary to provide approximately equal interest distributions; it will
be reimbursed, without interest, from interest received on the Bonds, but the
Trustee is compensated, in part, by holding the Fund's cash balances in
non-interest bearing accounts. Along with the Monthly Income Distributions, the
Trustee will distribute the investor's pro rata share of principal received from
any disposition of a Bond to the extent available for distribution. In addition,
for Defined Asset Funds Municipal Series, distributions of amounts necessary to
pay the deferred portion of the sales charge will be made from the Capital and
Income Accounts to an account maintained by the Trustee for purposes of
satisfying investors' sales charge obligations.

The initial estimated annual income per Unit, after deducting estimated
annual Fund expenses (and, for Defined Asset Funds Municipal Series, the portion
of the deferred sales charge payable from interest income) as stated in Part A
of the Prospectus, will change as Bonds mature, are called or sold or otherwise
disposed of, as
11
<PAGE>
replacement bonds are deposited and as Fund expenses change.
Because the Portfolio is not actively managed, income distributions will
generally not be affected by changes in interest rates. Depending on the
financial conditions of the issuers of the Bonds, the amount of income should be
substantially maintained as long as the Portfolio remains unchanged; however,
optional bond redemptions or other Portfolio changes may occur more frequently
when interest rates decline, which would result in early returns of principal
and possibly earlier termination of the Fund.

REINVESTMENT

Distributions will be paid in cash unless the investor elects to have
distributions reinvested without sales charge in the Municipal Fund Accumulation
Program, Inc. The Program is an open-end management investment company
whose investment objective is to obtain income exempt from regular federal
income taxes by investing in a diversified portfolio of state, municipal and
public authority bonds rated A or better or with comparable credit
characteristics. Reinvesting compounds earnings free from federal tax. Investors
participating in the Program will be subject to state and local income taxes to
the same extent as if the distributions had been received in cash, and most of
the income on the Program is subject to state and local income taxes. For more
complete information about the Program, including charges and expenses, request
the Program's prospectus from the Trustee. Read it carefully before you decide
to participate. Written notice of election to participate must be received by
the Trustee at least ten days before the Record Day for the first distribution
to which the election is to apply.

FUND EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund.
Fitch, as Credit Consultant, will be compensated by the Fund for providing
ongoing monitoring of the Portfolio. The fee to be paid by the Fund to the
Credit Consultant for providing ongoing monitoring of the Portfolio generally
shall be the amount set forth under Estimated Annual Fund Operating Expenses in
Part A, based on the face amount of Bonds in the Portfolio, computed annually,
payable quarterly. In addition, the Credit Consultant receives fees from the
issuers of the securities that it rates. The Trustee's annual fee is payable in
monthly installments. The Trustee also benefits when it holds cash for the Fund
in non-interest bearing accounts. Possible additional charges include Trustee
fees and expenses for extraordinary services, costs of indemnifying the Trustee
and the Sponsors, costs of action taken to protect the Fund and other legal fees
and expenses, Fund termination expenses and any governmental charges. The
Trustee has a lien on Fund assets to secure reimbursement of these amounts and
may sell Bonds for this purpose if cash is not available. The Sponsors may be
reimbursed for their costs of providing bookkeeping and administrative services
to the Fund, currently estimated at $0.10 per Unit. The Trustee's, Credit
Consultant's and Evaluator's fees may be adjusted for inflation without
investors' approval.

All or a portion of expenses in establishing the Fund, including the cost
of the initial preparation of documents relating to the Fund, Federal and State
registration fees, the initial fees and expenses of the Trustee, legal expenses
and any other out-of-pocket expenses will be paid by the Fund and amortized over
five years. Advertising and selling expenses will be paid from the Underwriting
Account at no charge to the Fund. Sales charges on Defined Asset Funds range
from under 1.0% to 5.5%. This may be less than you might pay to buy and hold a
comparable managed fund. Defined Asset Funds can be a cost-effective way to
purchase and hold investments. Annual operating expenses are generally lower
than for managed funds. Because Defined Asset Funds have no management fees,
limited transaction costs and no ongoing marketing expenses, operating expenses
are generally less than 0.25% a year. When compounded annually, small
differences in expense ratios can make a big difference in your investment
results.

TAXES

The following discussion addresses only the U.S. federal and certain New
York State and City income tax consequences under current law of Units held as
capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies or other investors with
special circumstances.

In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

The Fund is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Bond in the Fund under the grantor trust rules of

12
<PAGE>
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Internal Revenue Code'). Each investor will be considered to have received
the interest and accrued the original issue discount, if any, on his pro
rata portion of each Bond when interest on the Bond is received or original
issue discount is accrued by the Fund. The investor's basis in his Units
will be equal to the cost of his Units, including any up-front sales charge
and the organizational costs borne by the investor.

When an investor pays for accrued interest, the investor's confirmation
of purchase will report to him the amount of accrued interest for which he
paid. These investors will receive the accrued interest amount as part of
their first monthly distribution. Accordingly, these investors should
reduce their tax basis by the accrued interest amount after the first
monthly distribution.

An investor will recognize taxable gain or loss when all or part of his
pro rata portion of a Bond is disposed of by the Fund. An investor will
also be considered to have disposed of all or a portion of his pro rata
portion of each Bond when he sells or redeems all or some of his Units. An
investor who is treated as having acquired his pro rata
portion of a Bond at a premium will be required to amortize the premium
over the term of the Bond. The amortization is only a reduction of basis
for the investor's pro rata portion of the Bond and does not result in any
deduction against the investor's income. Therefore, under some
circumstances, an investor may recognize taxable gain when his pro rata
portion of a Bond is disposed of for an amount equal to or less than his
original tax basis therefor.

Under Section 265 of the Code, a non-corporate investor is not entitled
to a deduction for his pro rata share of fees and expenses of the Fund,
because the fees and expenses are incurred in connection with the
production of tax-exempt income. Further, if borrowed funds are used by an
investor to purchase or carry Units of the Fund, interest on this
indebtedness will not be deductible for federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the purchase of
Units may be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of Units.

Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and income received by the Fund
will be treated as the income of the investors in the same manner as for
federal income tax purposes, but will not be tax-exempt except to the
extent such income is earned by bonds in the Fund that are otherwise
tax-exempt for New York purposes.

The foregoing discussion relates only to U.S. federal and certain
aspects of New York State and City income taxes. Depending on their state
of residence, investors may be subject to state and local taxation and
should consult their own tax advisers in this regard.

* * *

In the opinion of bond counsel rendered on the date of issuance of each
Bond, the interest on each Bond is excludable from gross income under existing
law for regular federal income tax purposes (except in certain circumstances
depending on the investor) but may be subject to state and local taxes, and
interest on some or all of the Bonds may become subject to regular federal
income tax, perhaps retroactively to their date of issuance, as a result of
changes in federal law or as a result of the failure of issuers (or other users
of the proceeds of the Bonds) to comply with certain ongoing requirements. If
the interest on a Bond should be determined to be taxable, the Bond would
generally have to be sold at a substantial discount. In addition, investors
could be required to pay income tax on interest received prior to the date on
which the interest is determined to be taxable.

Neither the Sponsors nor Davis Polk & Wardwell have made or will make any
review of the proceedings relating to the issuance of the Bonds or the basis for
these opinions and there can be no assurance that the issuer (and other users)
will comply with any ongoing requirements necessary for a Bond to maintain its
tax-exempt character.

The Internal Revenue Service is currently engaged in a program of intensive
audits of certain tax-exempt hospital and health care facility organizations.
Although these audits have not yet been completed, it has been reported that the
tax-exempt status of some of these organizations may be revoked. At this time,
it is uncertain whether any of the hospital and health care facility obligations
held by the Fund will be affected by such audit proceedings.

13
<PAGE>
RECORDS AND REPORTS

The Trustee keeps a register of the names, addresses and holdings of all
investors. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Bonds and a copy of the Indenture, and
supplemental information on the operations of the Fund and the risks associated
with the Bonds held by the Fund, which may be inspected by investors at
reasonable times during business hours.

With each distribution, the Trustee includes a statement of the interest
and any other receipts being distributed. Within five days after deposit of
Bonds in exchange or substitution for Bonds (or contracts) previously deposited,
the Trustee will send a notice to each investor, identifying both the Bonds
removed and the replacement bonds deposited. The Trustee sends each investor of
record an annual report summarizing transactions in the Fund's accounts and
amounts distributed during the year and Bonds held, the number of Units
outstanding and the Redemption Price at year end, the interest received by the
Fund on the Bonds, the gross proceeds received by the Fund from the disposition
of any Bond (resulting from redemption or payment at maturity or sale of any
Bond), and the fees and expenses paid by the Fund, among other matters. The
Trustee will also furnish annual information returns to each investor and to the
Internal Revenue Service. Investors are required to report to the Internal
Revenue Service the amount of tax-exempt interest received during the year.
Investors may obtain copies of Bond evaluations
from the Trustee to enable them to comply with federal and state tax reporting
requirements. Fund accounts are audited annually by independent accountants
selected by the Sponsors. Audited financial statements are available from the
Trustee on request.

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors, the Trustee and the Evaluator. This Prospectus
summarizes various provisions of the Indenture, but each statement is qualified
in its entirety by reference to the Indenture.

The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified on the substance of any amendment.

The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The Evaluator may resign or be removed by the Sponsors and the
Trustee without the investors' consent. The resignation or removal of either
becomes effective upon acceptance of appointment by a successor; in this case,
the Sponsors will use their best efforts to appoint a successor promptly;
however, if upon resignation no successor has accepted appointment within 30
days after notification, the resigning Trustee or Evaluator may apply to a court
of competent jurisdiction to appoint a successor.

Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains and is agreeable to the resignation. A new Sponsor may be
appointed by the remaining Sponsors and the Trustee to assume the duties of the
resigning Sponsor. If there is only one Sponsor and it fails to perform its
duties or becomes incapable of acting or bankrupt or its affairs are taken over
by public authorities, the Trustee may appoint a successor Sponsor at reasonable
rates of compensation, terminate the Indenture and liquidate the Fund or
continue to act as Trustee without a Sponsor. Merrill Lynch, Pierce, Fenner &
Smith Incorporated has been appointed as Agent for the Sponsors by the other
Sponsors.

The Sponsors, the Trustee and the Evaluator are not liable to investors or
any other party for any act or omission in the conduct of their responsibilities
absent bad faith, willful misfeasance, negligence (gross negligence in the case
of a Sponsor or the Evaluator) or reckless disregard of duty. The Indenture
contains customary provisions limiting the liability of the Trustee.

14
<PAGE>
MISCELLANEOUS

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.

AUDITORS

The Statement of Condition on the back cover of the Prospectus was audited
by Deloitte & Touche LLP, independent accountants, as stated in their opinion.
It is included in reliance upon that opinion given on the authority of that firm
as experts in accounting and auditing.

TRUSTEE

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision 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.

SPONSORS

The Sponsors are listed on the back cover of the Prospectus. They may
include Merrill Lynch, Pierce, Fenner & Smith Incorporated, a wholly-owned
subsidiary of Merrill Lynch Co. Inc.; Smith Barney Inc., an indirect wholly-
owned subsidiary of The Travelers Inc.; Prudential Securities Incorporated, an
indirect wholly-owned subsidiary of
the Prudential Insurance Company of America; Dean Witter Reynolds, Inc., a
principal operating subsidiary of Dean Witter Discover & Co. and PaineWebber
Incorporated, a wholly-owned subsidiary of PaineWebber Group Inc. Each Sponsor,
or one of its predecessor corporations, has acted as Sponsor of a number of
series of unit investment trusts. Each Sponsor has acted as principal
underwriter and managing underwriter of other investment companies. The
Sponsors, in addition to participating as members of various selling groups or
as agents of other investment companies, execute orders on behalf of investment
companies for the purchase and sale of securities of these companies and sell
securities to these companies in their capacities as brokers or dealers in
securities.

PUBLIC DISTRIBUTION

In the initial offering period Units will be distributed to the public
through the Underwriting Account and dealers who are members of the National
Association of Securities Dealers, Inc. The initial offering period is 30 days
or less if all Units are sold. If some Units initially offered have not been
sold, the Sponsors may extend the initial offering period for up to four
additional successive 30-day periods.

The Sponsors intend to qualify Units for sale in all states in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.;
however, Units of a State trust will be offered for sale only in the State for
which the trust is named, except that Units of a New Jersey trust will also be
offered in Connecticut, Units of a Florida trust will also be offered in New
York and Units of a New York trust will also be offered in Connecticut, Florida
and Puerto Rico. The Sponsors do not intend to qualify Units for sale in any
foreign countries and this Prospectus does not constitute an offer to sell Units
in any country where Units cannot lawfully be sold. Sales to dealers and to
introducing dealers, if any, will initially be made at prices which represent a
concession from the Public Offering Price, but the Agent for the Sponsors
reserves the right to change the rate of any concession from time to time. Any
dealer or introducing dealer may reallow a concession up to the concession to
dealers.

UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will be entitled to receive sales
charges. The Sponsors also realize a profit or loss on deposit of the Bonds
equal to the difference between the cost of the Bonds to the Fund (based on the
offer side evaluation on the initial date of deposit) and the Sponsors' cost of
the Bonds. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Bonds it deposits in the Fund which were acquired from underwriting
syndicates of which it was a member. During the initial offering period, the
Underwriting Account also may realize profits or sustain losses as a result of
fluctuations after the initial date of deposit in the Public Offering Price of
the Units. In maintaining a secondary market for Units, the Sponsors will also
realize profits or sustain losses in the amount of any difference between the
prices at which they buy Units and the prices at which they resell these Units
(which include the sales charge) or the prices at which they redeem the Units.
Cash, if any, made available by buyers of Units to the Sponsors prior to a
settlement date for the purchase of Units may be

15
<PAGE>
used in the Sponsors' businesses to the extent permitted by Rule 15c3-3
under the Securities Exchange Act of 1934 and may be of benefit to the Sponsors.

FUND PERFORMANCE

Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of income and principal
distributions reinvested, may be included from time to time in advertisements,
sales literature, reports and other information furnished to current or
prospective investors. Total return figures are not averaged, and may not
reflect deduction of the sales charge, which would decrease the return. Average
annualized return figures reflect deduction of the maximum sales charge. No
provision is made for any income taxes payable.

Past performance may not be indicative of future results. The Fund is not
actively managed. Unit price and return fluctuate with the value of the Bonds in
the Portfolio, so there may be a gain or loss when Units are sold.

Fund performance may be compared to performance on the same basis (with
distributions reinvested) of Moody's Municipal Bond Averages or performance data
from publications such as Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, The New York Times, U.S. News and World
Report, Barron's Business Week, CDA Investment Technology, Inc., Forbes Magazine
or Fortune Magazine. As with other performance data, performance comparisons
should not be considered representative of the Fund's relative performance for
any future period.

DEFINED ASSET FUNDS

Because each Defined Asset Fund is a preselected portfolio of bonds, you
know the securities, maturities, call dates and ratings before you invest. Of
course, the Portfolio will change somewhat over time, as Bonds mature, are
redeemed or are sold to meet Unit redemptions or in other limited circumstances.
Because the Portfolio is not actively managed and principal is returned as the
Bonds are disposed of, this principal should be relatively unaffected by changes
in interest rates.

Municipal Investment Trust Funds have provided investors with tax-free
income for more than 30 years. For decades informed investors have purchased
unit investment trusts for dependability and professional selection of
investments. Defined Asset Funds' philosophy is to allow investors to 'buy with
knowledge' (because, unlike managed funds, the portfolio of municipal bonds and
the return are relatively fixed) and 'hold with confidence' (because the
portfolio is professionally selected and regularly reviewed). Defined Asset
Funds offers an array of simple and convenient investment choices, suited to fit
a wide variety of personal financial goals--a buy and hold strategy for capital
accumulation, such as for children's education or retirement, or attractive,
regular current income consistent with the preservation of principal. Tax-exempt
income can help investors keep more today for a more secure financial future. It
can also be important in planning because tax brackets may increase with higher
earnings or changes in tax laws. Unit investment trusts are particularly suited
for the many investors who prefer to seek long-term income by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
One's investment objectives may call for a combination of Defined Asset Funds.

One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.

EXCHANGE OPTION

You may exchange Fund Units for units of certain other Defined Asset Funds
subject only to a reduced sales charge. You may exchange your units of any
Municipal Investment Trust Fund Intermediate Term Series with a regular maximum
sales charge of at least 3.25%, of any other Defined Asset Fund with a regular
maximum sales charge of at least 3.50%, or of any unaffiliated unit trust with a
regular maximum sales charge of at least 3.0%, for

<PAGE>
Units of this Fund at their relative net asset values, subject only to a
reduced sales charge, or to any remaining Deferred Sales Charge, as applicable.

To make an exchange, you should contact your financial professional to find
out what suitable Exchange Funds are available and to obtain a prospectus. You
may acquire units of only those Exchange Funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. Except for the reduced sales charge, an exchange is a taxable
event normally requiring recognition of any gain or loss on the units exchanged.
However, the Internal Revenue Service may seek to disallow a loss if the
portfolio of the units acquired is not materially different from the portfolio
of the units exchanged; you should consult your own tax advisor. If the proceeds
of units exchanged are insufficient to acquire a whole number of Exchange Fund
units, you may pay the difference in cash (not exceeding the price of a single
unit acquired).

As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.

SUPPLEMENTAL INFORMATION

Upon writing or calling the Trustee shown on the back cover of this
Prospectus, investors will receive at no cost to the investor supplemental
information about the Fund, which has been filed with the SEC. The supplemental
information includes more detailed risk factor disclosure about the types of
Bonds that may be part of the Fund's Portfolio, general risk disclosure
concerning any letters of credit or insurance securing certain Bonds, and
general information about the structure and operation of the Fund.

<PAGE>
APPENDIX A

DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)

FITCH INVESTORS SERVICE, INC.

AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated AAA.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however are more likely to have adverse impact on these bonds, and therefore
impair timely payment. The likelihood that the ratings of these bonds will fall
below investment grade is higher than for bonds with higher ratings.

BB--Bonds considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probabilty of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are in imminent default in payment of interest or principal.

Plus (+) Minus (-) Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the 'AAA' category.

NR Indicates that Fitch does not rate the specific issue.

o indicates that Fitch does not rate the specific issue but has issued an
opinion that the issue has investment grade credit characteristics.

Conditional. A conditional rating is premised on the successful completion
of a project or the occurrence of a specific event.

STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW-HILL, INC.

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC--Debt rated BB, B, CCC and CC is regarded, on balance, as
predominately speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

a-1
<PAGE>
The ratings may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

A provisional rating, indicated by 'p' following a rating, assumes the
successful completion of the project being financed by the issuance of the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion.

* Continuance of the rating is contingent upon S&P's receipt of an executed
copy of the escrow agreement or closing documentation confirming investments and
cash flows.

NR--Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.

MOODY'S INVESTORS SERVICE, INC.

Aaa--Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
'gilt edge'. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Rating symbols may include numerical modifiers 1, 2 or 3. The numerical
modifier 1 indicates that the security ranks at the high end, 2 in the
mid-range, and 3 nearer the low end, of the generic category. These modifiers of
rating symbols give investors a more precise indication of relative debt quality
in each of the historically defined categories.

Conditional ratings, indicated by 'Con.', are sometimes given when the
security for the bond depends upon the completion of some act or the fulfillment
of some condition. Such bonds are given a conditional rating that denotes their
probable credit stature upon completion of that act or fulfillment of that
condition.

NR--Should no rating be assigned, the reason may be one of the following:
(a) an application for rating was not received or accepted; (b) the issue or
issuer belongs to a group of securities that are not rated as a matter of
policy; (c) there is a lack of essential data pertaining to the issue or issuer
or (d) the issue was privately placed, in which case the rating is not published
in Moody's publications.

a-2
<PAGE>
APPENDIX B
SALES CHARGE SCHEDULES FOR MUNICIPAL INVESTMENT TRUST FUND
INITIAL OFFERING

<TABLE><CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
---------------------------------- PRIMARY MARKET
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS CONCESSION TO
OFFER SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC INTRODUCING
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE DEALERS
- ----------------------------------- ------------------- ------------- --------------------- ------------------

MONTHLY PAYMENT SERIES, MULTISTATE SERIES, INSURED SERIES

<S> <C> <C> <C> <C>
Less than 250...................... 4.50% 4.712% 2.925% $ 32.40
250 - 499.......................... 3.50 3.627 2.275 25.20
500 - 749.......................... 3.00 3.093 1.950 21.60
750 - 999.......................... 2.50 2.564 1.625 18.00
1,000 or more...................... 2.00 2.041 1.300 14.40

<CAPTION>
INTERMEDIATE AND LONG INTERMEDIATE TERM SERIESS

<S> <C> <C> <C> <C>
Less than 250...................... 4.00% 4.167% 2.600% $ 28.80
250 - 499.......................... 3.00 3.093 1.950 21.60
500 - 749.......................... 2.50 2.564 1.625 18.00
750 - 999.......................... 2.00 2.041 1.300 14.40
1,000 or more...................... 1.50 1.523 0.975 10.00

<CAPTION>
INTERMEDIATE TERM SERIES (SHORT INTERMEDIATE MATURITIES)

<S> <C> <C> <C> <C>
Less than 250...................... 2.75% 2.828% 1.788% $ 19.80
250 - 499.......................... 2.25 2.302 1.463 16.20
500 - 749.......................... 1.75 1.781 1.138 12.60
750 - 999.......................... 1.25 1.266 0.813 9.00
1,000 or more...................... 1.00 1.010 0.650 7.20

<CAPTION>
SECONDARY MARKET

ACTUAL SALES CHARGE AS DEALER CONCESSION AS
PERCENT OF EFFECTIVE PERCENT OF EFFECTIVE
NUMBER OF UNITS SALES CHARGE SALES CHARGE
- ---------------- ----------------------- -----------------------
<S> <C> <C>
1-249 100% 65%
250-499 80 52
500-749 60 39
750-999 45 29.25
1,000 or more 35 22.75

<CAPTION>
EFFECTIVE SALES CHARGE

AS PERCENT AS PERCENT
TIME TO OF BID SIDE OF PUBLIC
MATURITY EVALUATION OFFERING PRICE
- ---------------------------------- ----------- -----------------
<S> <C> <C>
Less than six months 0% 0%
Six months to less than 1 year 0.503 0.50
1 year to less than 2 years 1.010 1.00
2 years to less than 3 years 1.523 1.50
3 years to less than 4 years 2.302 2.25
4 years to less than 5 years 2.828 2.75
5 years to less than 6 years 3.093 3.00
6 years to less than 7 years 3.359 3.25
7 years to less than 8 years 3.627 3.50
8 years to less than 9 years 4.167 4.00
9 years to less than 12 years 4.439 4.25
12 years to less than 15 years 4.712 4.50
15 years or more 5.820 5.50
</TABLE>

For this purpose, a Bond will be considered to mature on its stated
maturity date unless: it has been called for redemption; (although not called)
its yield to maturity is more than 40 basis points higher than its yield to any
call date; funds or securities have been placed in escrow to redeem it on an
earlier date; or the Bond is subject to a mandatory tender. In each of these
cases the earlier date will be considered the maturity date.

b-1
<PAGE>
Defined
Asset FundsSM

SPONSORS: MUNICIPAL INVESTMENT
Merrill Lynch, Pierce, Fenner & TRUST FUND
Smith Incorporated Investment Grade Portfolio--2
Defined Asset Funds (BBB Quality or Better)
P.O. Box 9051, Long Intermediate Term Series
Princeton, NJ A Unit Investment Trust
08543-9051
(609) 282-8500 This Prospectus does not contain all of the
Smith Barney Inc. information with respect to the investment
388 Greenwich Street--23rd Floor, company set forth in its registration
New York, NY statement and exhibits relating thereto which
10013 have been filed with the Securities and
(800) 223-2532 Exchange Commission, Washington, D.C. under
PaineWebber Incorporated the Securities Act of 1933 and the Investment
1285 Avenue of the Americas, Company Act of 1940, and to which reference
New York, NY is hereby made.
10019 ------------------------------
(201) 902-3000 No person is authorized to give any
Prudential Securities Incorporated information or to make any representations
One Seaport Plaza--199 Water with respect to this investment company not
Street, contained in its registration statement and
New York, NY exhibits relating thereto; and any
10292 information or representation not contained
(212) 776-1000 therein must not be relied upon as having
Dean Witter Reynolds Inc. been authorized.
Two World Trade Center--59th Floor,------------------------------
New York, NY When Units of this Fund are no longer
10048 available this Prospectus may be used as a
(212) 392-2222 preliminary prospectus for a future series,
EVALUATOR: in which event investors should note the
Kenny S&P Evaluation Services, following:
a division of J. J. Kenny Co., Inc.Information contained herein is subject to
65 Broadway, New York, NY 10019 amendment. A registration statement relating
TRUSTEE: to securities of a future series has been
The Bank of New York filed with the Securities and Exchange
(a New York Banking Corporation) Commission. These securities may not be sold
Box 974--Wall Street Division nor may offers to buy be accepted prior to
New York, NY 10268-0974 the time the registration statement becomes
1-800-221-7771 effective.
This Prospectus shall not constitute an offer
to sell or the solicitation of an offer to
buy nor shall there be any sale of these
securities in any State in which such offer
solicitation or sale would be unlawful prior
to registration or qualification under the
securities laws of any such State.

15318--5/96

<PAGE>
PART II
ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

A. The following information relating to the Depositors is incorporated by
reference to the SEC filings indicated and made a part of this Registration
Statement.

<TABLE><CAPTION>
SEC FILE OR
IDENTIFICATION DATE
NUMBER FILED
----------------------------------------
<S> <C> <C>
I. Bonding Arrangements and Date of Organization of the
Depositors filed pursuant to Items A and B of
Part II of the Registration Statement on Form
S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-52691 1/17/95
Smith Barney Inc. .............................. 33-29106 6/29/89
PaineWebber Incorporated........................ 2-87965 11/18/83
Prudential Securities Incorporated.............. 2-61418 4/26/78
Dean Witter Reynolds Inc. ...................... 2-60599 1/4/78
II. Information as to Officers and Directors of the
Depositors filed pursuant to Schedules A and D
of Form BD under Rules 15b1-1 and 15b3-1 of the
Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 8-7221 5/26/94, 6/29/92
Smith Barney Inc. .............................. 8-8177 8/29/94, 8/2/93
PaineWebber Incorporated........................ 8-16267 4/20/94, 7/31/86
Prudential Securities Incorporated.............. 8-27154 6/30/94, 6/20/88
Dean Witter Reynolds Inc. ...................... 8-14172 2/23/94, 4/9/91
III. Charter documents of the Depositors filed as
Exhibits to the Registration Statement on Form
S-6 under the Securities Act of 1933 (Charter,
By-Laws):
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 2-73866, 2-77549 9/22/81, 6/15/82
Smith Barney Inc. .............................. 33-20499 3/30/88
PaineWebber Incorporated........................ 2-87965 11/18/83
Prudential Securities Incorporated.............. 2-52947 3/4/75
Dean Witter Reynolds Inc. ...................... 2-60599 1/4/78
B. The Internal Revenue Service Employer Identification
Numbers of the Sponsors and Trustee are as follows:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 13-5674085
Smith Barney Inc. .............................. 13-1912900
PaineWebber Incorporated........................ 13-2638166
Prudential Securities Incorporated.............. 22-2347336
Dean Witter Reynolds Inc. ...................... 94-0899825
The Bank of New York, Trustee................... 13-4941102

</TABLE>

UNDERTAKING
The Sponsors undertake that they will not instruct the Trustee to accept from
(i) Asset Guaranty Reinsurance Company, Municipal Bond Investors Assurance
Corporation or any other insurance company affiliated with any of the Sponsors,
in settlement of any claim, less than an amount sufficient to pay any principal
or interest (and, in the case of a taxability redemption, premium) then due on
any Security in accordance with the municipal bond guaranty insurance policy
attached to such Security or (ii) any affiliate of the Sponsors who has any
obligation with respect to any Security, less than the full amount due pursuant
to the obligation, unless such instructions have been approved by the Securities
and Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act
of 1940.

II-1
<PAGE>

SERIES OF MUNICIPAL INVESTMENT TRUST FUND, EQUITY INCOME FUND AND
DEFINED ASSET FUNDS MUNICIPAL INSURED SERIES
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

SEC
SERIES NUMBER FILE NUMBER
- --------------------------------------------------------------------------------
Municipal Investment Trust Fund:
Investment Grade Portfolio (BBB Quality or Better)
Intermediate Term Series.................................... 33-57547
Four Hundred Thirty-Eighth Monthly Payment Series......... 33-16561
Multistate Series 6E...................................... 33-29412
One Hundred Thirty-Eighth Intermediate Term Series........ 33-30946
One Hundred Fortieth Intermediate Term Series............. 33-31142
Multistate Series--48..................................... 33-50247
Multistate Series--83..................................... 33-57443
Defined Asset Funds Municipal Insured Series................ 33-54565
Equity Income Fund, Select Ten Portfolio--1995 Spring
Series...................................................... 33-55807

CONTENTS OF REGISTRATION STATEMENT
The Registration Statement on Form S-6 comprises the following papers and
documents:

The facing sheet of Form S-6.

The Cross-Reference Sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).

The Prospectus.

Additional Information not included in the Prospectus (Part II).

The following exhibits:

1.1 --Form of Trust Indenture (incorporated by reference to the
Registration Statement of Municipal Investment Trust Fund,
Investment Grade Portfolio (BBB Quality or Better) Intermediate
Term Series, 1933 Act File No. 33-57547).
1.1.1 --Form of Standard Terms and Conditions of Trust Effective
October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--48, 1933 Act File No. 33-50247).
1.2 --Form of Master Agreement Among Underwriters (incorporated by
reference to Exhibit 1.2 to the Registration Statement of The
Corporate Income Fund, One Hundred Ninety-Fourth Monthly
Payment Series, 1933 Act File No. 2-90925).
2.1 --Form of Certificate of Beneficial Interest (included in Exhibit
1.1.1).
3.1 --Opinion of counsel as to the legality of the securities being
issued including their consent to the use of their names under
the headings 'Taxes' and 'Miscellaneous--Legal Opinion' in the
Prospectus.
4.1 --Consent of the Evaluator.
5.1 --Consent of independent accountants.
9.1 --Form of Consultant's Agreement (incorporated by reference to
the Registration Statement of Municipal Investment Trust Fund,
Investment Grade Portfolio (BBB Quality or Better) Intermediate
Term Series, 1933 Act File No. 33-57547).
9.2 --Information Supplement (incorporated by reference to Exhibit
9.1 to the Registration Statement of Municipal Investment Trust
Fund, Multistate Series--201, 1933 Act File No. 33-64759).

R-1
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO
(BBB QUALITY OR BETTER)
INTERMEDIATE TERM SERIES--2
DEFINED ASSET FUNDS
SIGNATURES

The registrant hereby identifies the series numbers of Municipal Investment
Trust Fund, Equity Income Fund and Defined Asset Funds Municipal Insured Series
listed on page R-1 for the purposes of the representations required by Rule 487
and represents the following:

1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;

2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined
by the Commission or the staff; and

3) That it has complied with Rule 460 under the Securities Act of 1933.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS
DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 10TH DAY OF MAY
1996.

SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.

A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.

A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

R-2
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Board of Directors of Merrill Form SE and the following 1933 Act
Lynch, Pierce, File
Fenner & Smith Incorporated: Number: 33-43466 and 33-51607

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL
By
ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)

R-3
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Number:
33-56722 and
33-51999

STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILL
ROBERT H. LESSIN

By GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)

R-4
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under
the Executive Committee of the Board the following 1933 Act File
of Directors of PaineWebber Number: 33-55073
Incorporated:

DONALD J. MARRON

JOSEPH J. GRANO, JR.

By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)

R-5
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Prudential Securities have been filed
Incorporated: under Form SE and
the following 1933
Act File Number:
33-41631

ALAN D. HOGAN
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS
By RICHARD R. HOFFMANN
(As authorized signatory for Prudential Securities
Incorporated and Attorney-in-fact for the persons
listed above)

R-6
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

By the following persons, who constitute Powers of Attorney have been filed
a majority of under Form SE and the following
the Board of Directors of Dean Witter 1933 Act File Number: 33-17085
Reynolds Inc.:

NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)

R-7

EXHIBIT 3.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
MAY 10, 1996

MUNICIPAL INVESTMENT TRUST FUND
INVESTMENT GRADE PORTFOLIO--2
(BBB Quality or Better)
LONG INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
SMITH BARNEY INC.
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
DEAN WITTER REYNOLDS INC.
C/O MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NJ 08543-9051

Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Investment Grade Portfolio--2 (BBB Quality or Better), Long Intermediate Term
Series of Municipal Investment Trust Fund, Defined Asset Funds (the 'Fund'), in
connection with the issuance of units of fractional undivided interest in the
Fund (the 'Units') in accordance with the Trust Indenture relating to the Fund
(the 'Indenture').

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as Exhibit 3.1 of the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings 'Taxes' and 'Miscellaneous--Legal
Opinion.'

Very truly yours,

DAVIS POLK & WARDWELL

EXHIBIT 4.1
KENNY S&P INFORMATION SYSTEMS
A DIVISION OF J. J. KENNY CO., INC.

MAY 10, 1996

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
DEFINED ASSET FUNDS
P.O. BOX 9051
PRINCETON, NEW JERSEY 08543-9051

THE BANK OF NEW YORK
UNIT INVESTMENT TRUST DEPARTMENT
P.O. BOX 974--WALL STREET STATION
NEW YORK, NY 10268-0974

Re: Municipal Investment Trust Fund, Investment Grade Portfolio--2 (BBB Quality
or Better), Long Intermediate Term Series, Defined Asset Funds

Gentlemen:

We have examined the Registration Statement File No. 33-64769, for the
above-captioned fund. We hereby acknowledge that Kenny S&P Information Systems,
a Division of J. J. Kenny Co., Inc. is currently acting as the evaluator for the
fund. We hereby consent to the use in the Registration Statement of the
reference to Kenny S&P Information Systems, a Division of J. J. Kenny Co., Inc.,
as evaluator.

In addition, we hereby confirm that the ratings indicated in the
Registration Statement for the respective bonds comprising the fund portfolio
are the ratings indicated in our KENNYBASE database as of the date of the
Evaluation Report.

You are hereby authorized to file a copy of this letter with the Securities
and Exchange Commission.

Sincerely,

F. A. SHINAL
Vice President
Chief Financial Officer

EXHIBIT 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund,
Investment Grade Portfolio--2
(BBB Quality or Better)
Long Intermediate Term Series
Defined Asset Funds

We hereby consent to the use in this Registration Statement No. 33-64769 of our
report dated May 10, 1996, relating to the Statement of Condition of Municipal
Investment Trust Fund, Investment Grade Portfolio--2 (BBB Quality or Better),
Long Intermediate Term Series, Defined Asset Funds and to the reference to us
under the heading 'Auditors' in the Prospectus which is a part of this
Registration Statement.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 10, 1996

<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-END> MAY-10-1996
<INVESTMENTS-AT-COST> 14,703,759
<INVESTMENTS-AT-VALUE> 14,703,759
<RECEIVABLES> 195,523
<ASSETS-OTHER> 15,231
<OTHER-ITEMS-ASSETS> 151,000
<TOTAL-ASSETS> 15,065,513
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 210,754
<TOTAL-LIABILITIES> 210,754
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,854,759
<SHARES-COMMON-STOCK> 15,231
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
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<NET-ASSETS> 14,854,759
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<INTEREST-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 15,231
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</TABLE>