MUNICIPAL INVESTMENT TRU FD MULTISTATE SER 300 DEF ASSET FUN
497, 2000-02-25
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                             DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                             ------------------------------
                             ----------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--300
                           (A UNIT INVESTMENT TRUST)
                           -  CALIFORNIA AND NEW YORK PORTFOLIOS
                           -  PORTFOLIOS OF LONG-TERM MUNICIPAL BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  EXEMPT FROM SOME STATE TAXES
                           -  MONTHLY DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED               -----------------------------------------------------
SALOMON SMITH BARNEY INC.  The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES      approved or disapproved these Securities or passed
INC.                       upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated February 25, 2000.

<PAGE>
- --------------------------------------------------------------------------------

Defined Asset Funds--Registered Trademark--
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.

Defined Asset Funds offer a number of advantages:
  - A Disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF OCTOBER 29, 1999, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
California Insured Portfolio--
  Risk/Return Summary................    3
New York Portfolio--Risk/Return
  Summary............................    6
What You Can Expect From Your
  Investment.........................   10
  Monthly Income.....................   10
  Return Figures.....................   10
  Records and Reports................   10
The Risks You Face...................   11
  Interest Rate Risk.................   11
  Call Risk..........................   11
  Reduced Diversification Risk.......   11
  Liquidity Risk.....................   11
  Concentration Risk.................   11
  State Concentration Risk...........   12
  Bond Quality Risk..................   13
  Insurance Related Risk.............   13
  Litigation and Legislation Risks...   14
Selling or Exchanging Units..........   14
  Sponsors' Secondary Market.........   14
  Selling Units to the Trustee.......   14
  Exchange Option....................   15
How The Fund Works...................   15
  Pricing............................   15
  Evaluations........................   16
  Income.............................   16
  Expenses...........................   16
  Portfolio Changes..................   17
  Fund Termination...................   17
  Certificates.......................   17
  Trust Indenture....................   18
  Legal Opinion......................   18
  Auditors...........................   19
  Sponsors...........................   19
  Trustee............................   19
  Underwriters' and Sponsors'
    Profits..........................   19
  Public Distribution................   19
  Code of Ethics.....................   20
  Year 2000 Issues...................   20
Taxes................................   20
Supplemental Information.............   22
Financial Statements.................  D-1
</TABLE>

                                       2
<PAGE>
- --------------------------------------------------------------------------------

CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     and some state and local taxes by
     investing in a fixed portfolio
     consisting primarily of insured,
     long-term municipal revenue bonds.

 2.  WHAT ARE MUNICIPAL REVENUE BONDS?
     Municipal revenue bonds are bonds issued
     by states, municipalities and public
     authorities to finance the cost of
     buying, building or improving various
     projects intended to generate revenue,
     such as airports, health care
     facilities, housing and municipal
     electric, water and sewer utilities.
     Generally, payments on these bonds
     depend solely on the revenues generated
     by the projects, excise taxes or state
     appropriations, and are not backed by
     the government's taxing power.

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 9
     long-term tax-exempt municipal bonds,
     and some short-term bonds reserved to
     pay the deferred sales fee, with an
     aggregate face amount of $4,595,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / Hospital/Health Care              25%
<S>                                 <C>
  / / Lease Rental Appropriation        11%
  / / Municipal Water/Sewer
      Utilities                         18%
  / / Refunded Bonds                    11%
  / / Tax Allocation                    1%
  / / Municipal Electric Utilities      18%
  / / Universities/Colleges             16%
</TABLE>

<TABLE>
<C>  <S>
 4.  WHAT ARE THE SIGNIFICANT RISKS?

     YOU CAN LOSE MONEY BY INVESTING IN THE
     FUND. THIS CAN HAPPEN FOR VARIOUS
     REASONS, INCLUDING:

  -  Rising interest rates, an issuer's
     worsening financial condition or a drop
     in bond ratings can reduce the price of
     your units.

  -  Because the Fund is concentrated in
     hospital/health care bonds, adverse
     developments in this sector may affect
     the value of your units.

  -  Assuming no changes in interest rates,
     when you sell your units, they will
     generally be worth less than your cost
     because your cost included a sales fee.

  -  The Fund will receive early returns of
     principal if bonds are called or sold
     before they mature. If this happens your
     income will decline and you may not be
     able to reinvest the money you receive at
     as high a yield or as long a maturity.

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF CALIFORNIA SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO CALIFORNIA
     WHICH ARE BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       3
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

     Yes, if you want federally tax-free
     income. You will benefit from a
     professionally selected and supervised
     portfolio whose risk is reduced by
     investing in insured bonds of several
     different issuers.
     The Fund is NOT appropriate for you if
     you want a speculative investment that
     changes to take advantage of market
     movements, if you do not want a
     tax-advantaged investment or if you
     cannot tolerate any risk.
</TABLE>

<TABLE>
<C>  <S>
     DEFINING YOUR INCOME
</TABLE>

<TABLE>
<C>  <S>                                           <C>
     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                $ 4.19
     Annual Income per unit:                        $50.33
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 6.  WHAT ARE THE FUND'S FEES AND EXPENSES?

     This table shows the costs and expenses you may pay,
     directly or indirectly, when you invest in the Fund.

     INVESTOR FEES

     Maximum Sales Fee (Load) on new
     purchases (as a percentage of
     $1,000 invested)                            2.90%

     You will pay an up-front sales fee of 2.625%, as well
     as a total deferred sales fee of $3.75 per unit
     quarterly November, February, May and August through
     November, 1999. Employees of some of the Sponsors and
     their affiliates may pay a reduced sales fee of no
     less than $5.00 per unit.

     The maximum sales fee is reduced if you invest at
     least $100,000, as follows:
</TABLE>

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $100,000            2.90%
     $100,000 to $249,999          2.65%
     $250,000 to $499,999          2.40%
     $500,000 to $999,999          2.15%
     $1,000,000 and over           1.90%

     Maximum Exchange Fee          1.90%
</TABLE>

<TABLE>
<C>  <S>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
</TABLE>

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.27
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.51
     Other Operating Expenses
                                                    -----
                                                    $2.23
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     The Sponsors historically paid organization
     costs and updating expenses.

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR CALIFORNIA PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior California Series
     were offered between June 22, 1988 and
     September 27, 1996 and were outstanding on
     December 31, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     12/31/99.
</TABLE>

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

<TABLE>
 High                    3.14%     6.73%     5.38%     3.54%     7.92%     5.97%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -3.57      5.28      5.21     -1.71      6.34      5.80
 Low                     -8.58      2.79      5.04     -6.00      3.55      5.63
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.96%     5.20%     5.82%
</TABLE>

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

NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
 INTO THE MUNICIPAL FUND INVESTMENT ACCUMULATION PROGRAM.

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

     Unlike a mutual fund, the Fund is not managed
     and bonds are not sold because of market
     changes. Rather, experienced Defined Asset Funds
     financial analysts regularly review the bonds in
     the Fund. The Fund may sell a bond if certain
     adverse credit or other conditions exist.
</TABLE>

                                       4
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain
     legal restrictions may apply.

     UNIT PRICE PER UNIT             $952.17
     (as of October 29, 1999)

     Unit price is based on the net asset
     value of the Fund plus the sales fee.
     An amount equal to any principal cash,
     as well as net accrued but
     undistributed interest on the unit, is
     added to the unit price. An independent
     evaluator prices the bonds at 3:30 p.m.
     Eastern time every business day. Unit
     price changes every day with changes in
     the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to
     any Sponsor or the Trustee for the net
     asset value determined at the close of
     business on the date of sale, less any
     remaining deferred sales fee. You will
     not pay any other fee when you sell
     your units.
</TABLE>

<TABLE>
<C>  <S>
11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each
     bond was issued, interest on the bonds
     in this Fund is generally 100% exempt
     from regular federal income tax. Your
     income may also be exempt from some
     Caliofrnia state and local personal
     income taxes if you live in California.
     You will also receive principal payments
     if bonds are sold or called or mature,
     when the cash available is more than
     $5.00 per unit. You will be subject to
     tax on any gain realized by the Fund on
     the disposition of bonds.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT
     You will receive your income in cash
     unless you choose to compound your
     income by reinvesting at no sales fee in
     the Municipal Fund Investment
     Accumulation Program, Inc. This program
     is an open-end mutual fund with a
     comparable investment objective, but the
     bonds will generally not be insured.
     Income from this program will generally
     be subject to state and local income
     taxes. FOR MORE COMPLETE INFORMATION
     ABOUT THE PROGRAM, INCLUDING CHARGES AND
     FEES, ASK THE TRUSTEE FOR THE PROGRAM'S
     PROSPECTUS. READ IT CAREFULLY BEFORE YOU
     INVEST. THE TRUSTEE MUST RECEIVE YOUR
     WRITTEN ELECTION TO REINVEST AT LEAST 10
     DAYS BEFORE THE RECORD DAY OF AN INCOME
     PAYMENT.

     EXCHANGE PRIVILEGES
     You may exchange units of this Fund for
     units of certain other Defined Asset
     Funds. You may also exchange into this
     Fund from certain other funds. We charge
     a reduced sales fee on exchanges.
</TABLE>

                                       5
<PAGE>
- --------------------------------------------------------------------------------

NEW YORK PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     and some state and local taxes by
     investing in a fixed portfolio
     consisting primarily of long term
     municipal revenue bonds.

 2.  WHAT ARE MUNICIPAL REVENUE BONDS?
     Municipal revenue bonds are bonds issued
     by states, municipalities and public
     authorities to finance the cost of
     buying, building or improving various
     projects intended to generate revenue,
     such as airports, health care
     facilities, housing and municipal
     electric, water and sewer utilities.
     Generally, payments on these bonds
     depend solely on the revenues generated
     by the projects, excise taxes or state
     appropriations, and are not backed by
     the government's taxing power.

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds,
     and some short-term bonds reserved to
     pay the deferred sales fee, with an
     aggregate face amount of $5,280,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  When the bonds were initially deposited
     they were rated A or better by Standard
     & Poor's, Moody's or Fitch. THE QUALITY
     OF THE BONDS MAY CURRENTLY BE LOWER.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
<CAPTION>
                                 APPROXIMATE
                                  PORTFOLIO
                                 PERCENTAGE
<S>                              <C>
  / / Hospital/Health Care           34%
  / / Housing                        2%
  / / Lease Rental
  Appropriation                      16%
  / / Municipal Water/Sewer
      Utilities                      8%
  / / Refunded Bonds                 6%
  / / Universities/Colleges          34%
</TABLE>

<TABLE>
<C>  <S>
 4.  WHAT ARE THE SIGNIFICANT RISKS?

     YOU CAN LOSE MONEY BY INVESTING IN THE
     FUND. THIS CAN HAPPEN FOR VARIOUS
     REASONS, INCLUDING:

  -  Rising interest rates, an issuer's
     worsening financial condition or a drop
     in bond ratings can reduce the price of
     your units.

  -  Because the Fund is concentrated in
     hospital/health care and
     university/college bonds, adverse
     developments in these sectors may affect
     the value of your units.

  -  Assuming no changes in interest rates,
     when you sell your units, they will
     generally be worth less than your cost
     because your cost included a sales fee.

  -  The Fund will receive early returns of
     principal if bonds are called or sold
     before they mature. If this happens your
     income will decline and you may not be
     able to reinvest the money you receive
     at as high a yield or as long a
     maturity.

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF NEW YORK SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO NEW YORK
     WHICH ARE BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       6
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

     Yes, if you want federally tax-free
     income. You will benefit from a
     professionally selected and supervised
     portfolio whose risk is reduced by
     investing in bonds of several different
     issuers.
     The Fund is NOT appropriate for you if
     you want a speculative investment that
     changes to take advantage of market
     movements, if you do not want a
     tax-advantaged investment or if you
     cannot tolerate any risk.
</TABLE>

<TABLE>
<C>  <S>
     DEFINING YOUR INCOME
</TABLE>

<TABLE>
<C>  <S>                                           <C>
     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                $ 4.37
     Annual Income per unit:                        $52.52
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 6.  WHAT ARE THE FUND'S FEES AND EXPENSES?

     This table shows the costs and expenses you may pay,
     directly or indirectly, when you invest in the Fund.

     INVESTOR FEES

     Maximum Sales Fee (Load) on new
     purchases (as a percentage of
     $1,000 invested)                            2.90%

     You will pay an up-front sales fee of 2.625% as well
     as a total deferred sales fee of $3.75 per unit
     quarterly November, February, May and August, through
     November, 1999.

     Employees of some of the Sponsors and their affiliates
     may be charged a reduced sales fee of no less than
     $5.00 per unit.

     The maximum sales fee is reduced if you invest at
     least $100,000, as follows:
</TABLE>

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $100,000            2.90%
     $100,000 to $249,999          2.65%
     $250,000 to $499,999          2.40%
     $500,000 to $999,999          2.15%
     $1,000,000 and over           1.90%

     Maximum Exchange Fee          1.90%
</TABLE>

<TABLE>
<C>  <S>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
</TABLE>

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.71
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.24
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.36
     Other Operating Expenses
                                                    -----
                                                    $2.06
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     The Sponsors historically paid organization
     costs and updating expenses.

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW YORK PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New York Series
     were offered between January 14, 1988 and
     October 16, 1996 and were outstanding on
     December 31, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     12/31/99.
</TABLE>

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

<TABLE>
 High                    3.92%     6.86%     5.82%     4.47%     8.06%     6.35%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -3.75      4.82      5.44     -1.84      5.84      6.03
 Low                     -12.35     3.05      5.21     -9.84      3.83      5.79
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               2.01%     5.02%     5.77%
</TABLE>

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

NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
 INTO THE MUNICIPAL FUND INVESTMENT ACCUMULATION PROGRAM.

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

     Unlike a mutual fund, the Fund is not managed and
     bonds are not sold because of market changes.
     Rather, experienced Defined Asset Funds financial
     analysts regularly review the bonds in the Fund.
     The Fund may sell a bond if certain adverse
     credit or other conditions exist.
</TABLE>

                                       7
<PAGE>
<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the Sponsors and
     other broker-dealers. The Sponsors are listed
     later in this prospectus. Some banks may offer
     units for sale through special arrangements with
     the Sponsors, although certain legal restrictions
     may apply.

     UNIT PRICE PER UNIT                   $951.81
     (as of October 29, 1999)

     Unit price is based on the net asset value of the
     Fund plus the sales fee. An amount equal to any
     principal cash, as well as net accrued but
     undistributed interest on the unit, is added to
     the unit price. An independent evaluator prices
     the bonds at 3:30 p.m. Eastern time every
     business day. Unit price changes every day with
     changes in the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to any
     Sponsor or the Trustee for the net asset value
     determined at the close of business on the date
     of sale, less any remaining deferred sales fee.
     You will not pay any other fee when you sell your
     units.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each bond was
     issued, interest on the bonds in this Fund is
     generally 100% exempt from regular federal income
     tax. Your income may also be exempt from some New
     York state and local personal income taxes if you
     live in New York.
     You will also receive principal payments if bonds
     are sold or called or mature, when the cash
     available is more than $5.00 per unit. You will
     be subject to tax on any gain realized by the
     Fund on the disposition of bonds.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT
     You will receive your income in cash unless you
     choose to compound your income by reinvesting at
     no sales fee in the Municipal Fund Investment
     Accumulation Program, Inc. This program is an
     open-end mutual fund with a comparable investment
     objective. Income from this program will
     generally be subject to state and local income
     taxes. FOR MORE COMPLETE INFORMATION ABOUT THE
     PROGRAM, INCLUDING CHARGES AND FEES, ASK THE
     TRUSTEE FOR THE PROGRAM'S PROSPECTUS. READ IT
     CAREFULLY BEFORE YOU INVEST. THE TRUSTEE MUST
     RECEIVE YOUR WRITTEN ELECTION TO REINVEST AT
     LEAST 10 DAYS BEFORE THE RECORD DAY OF AN INCOME
     PAYMENT.

     EXCHANGE PRIVILEGES
     You may exchange units of this Fund for units of
     certain other Defined Asset Funds. You may also
     exchange into this Fund from certain other funds.
     We charge a reduced sales fee on exchanges.
</TABLE>

                                       8
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                            FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%        7.5%        8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,050     20.10       3.75       4.38       5.01       5.63       6.26       6.88       7.51
  $ 26,251- 63,550      $ 43,851-105,950     34.70       4.59       5.36       6.13       6.89       7.66       8.42       9.19
  $ 63,551-132,600      $105,951-161,450     37.42       4.79       5.59       6.39       7.19       7.99       8.79       9.59
  $132,601-288,350      $161,451-288,350     41.95       5.17       6.03       6.89       7.75       8.61       9.47      10.34
OVER $288,350           OVER $288,350        45.22       5.48       6.39       7.30       8.21       9.13      10.04      10.95

<S>                    <C>        <C>        <C>        <C>
  $      0- 26,250       8.14       8.76       9.39      10.01
  $ 26,251- 63,550       9.95      10.72      11.48      12.25
  $ 63,551-132,600      10.39      11.19      11.98      12.78
  $132,601-288,350      11.20      12.06      12.92      13.78
OVER $288,350           11.87      12.78      13.69      14.60
</TABLE>

                          FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%         8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        $      0- 43,850     23.94       5.26       5.92       6.57       7.23       7.89       8.55       9.20
  $      0- 26,250                           23.99       5.26       5.92       6.58       7.24       7.89       8.55       9.21
  $ 26,251- 63,550      $ 43,851-105,950     35.65       6.22       6.99       7.77       8.55       9.32      10.10      10.88
  $ 63,551-132,600      $105,951-161,450     38.33       6.49       7.30       8.11       8.92       9.73      10.54      11.35
$132,601-288,350        $161,451-288,350     42.80       6.99       7.87       8.74       9.62      10.49      11.36      12.24
OVER $288,350           OVER $288,350        46.02       7.41       8.34       9.26      10.19      11.12      12.04      12.97

<S>                    <C>        <C>
                         9.86      10.52
  $      0- 26,250       9.87      10.52
  $ 26,251- 63,550      11.66      12.43
  $ 63,551-132,600      12.16      12.97
$132,601-288,350        13.11      13.99
OVER $288,350           13.89      14.82
</TABLE>

                          FOR NEW YORK STATE RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%         8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,850     20.82       5.05       5.68       6.31       6.95       7.58       8.21       8.84
  $ 26,251- 63,550      $ 43,851-105,950     32.93       5.96       6.71       7.46       8.20       8.95       9.69      10.44
  $ 63,551-132,600      $105,951-161,450     35.73       6.22       7.00       7.78       8.56       9.34      10.11      10.89
  $132,601-288,350      $161,451-288,350     40.38       6.71       7.55       8.39       9.23      10.06      10.90      11.74
OVER $288,350           OVER $288,350        43.74       7.11       8.00       8.89       9.78      10.66      11.55      12.44

<S>                    <C>        <C>
  $      0- 26,250       9.47      10.10
  $ 26,251- 63,550      11.18      11.93
  $ 63,551-132,600      11.67      12.45
  $132,601-288,350      12.58      13.42
OVER $288,350           13.33      14.22
</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 2000
federal and applicable State (and City) 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, investors are urged to consult their own tax advisers
in this regard.

                                       9
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:
  - elimination of one or more bonds from the Fund's portfolio because of calls,
    redemptions or sales;
  - a change in the Fund's expenses; or
  - the failure by a bond's issuer to pay interest.

Changes in interest rates generally will not affect your income because the
portfolio is fixed.

Along with your income, you will receive your share of any available bond
principal.

RETURN FIGURES

We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.

ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):

<TABLE>
<S>              <C>  <C>
Estimated Annual         Estimated
Interest Income   -   Annual Expenses
- -------------------------------------
             Unit Price
</TABLE>

ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.

Yields on individual 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.

These return quotations are designed to be comparative rather than predictive.

RECORDS AND REPORTS

You will receive:
- - a monthly statement of income payments and any principal payments;
- - a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
- - an annual report on Fund activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
  AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.

You may request:
- - copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
- - audited financial statements of the Fund.

You may inspect records of Fund transactions at the Trustee's office during
regular business hours.

                                       10
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.

CALL RISK

Many bonds can be prepaid or "called" by the issuer before their stated
maturity.

For example, some bonds may be required to be called pursuant to mandatory
sinking fund provisions.

Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.

An issuer might call its bonds in extraordinary cases, including if:
  - it no longer needs the money for the original purpose;
  - the project is condemned or sold;
  - the project is destroyed and insurance proceeds are used to redeem the
    bonds;
  - any related credit support expires and is not replaced; or
  - interest on the bonds become taxable.

If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.

REDUCED DIVERSIFICATION RISK

If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.

LIQUIDITY RISK

You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.

CONCENTRATION RISK

When a certain type of bond makes up 25% or more of the portfolio, it is said to
be "concentrated" in that bond type, which makes the Portfolio less diversified.

Here is what you should know about the California and New York Portfolios'
concentrations in hospital and health care bonds.
  - payment for these bonds depends on revenues from private third-party payors
    and government programs, including Medicare and Medicaid, which have
    generally undertaken cost containment measures to limit payments to health
    care providers;
  - hospitals face increasing competition resulting from hospital mergers and
    affiliations;
  - hospitals need to reduce costs as HMOs increase market penetration and
    hospital supply and drug companies raise prices;
  - hospitals and health care providers are subject to various legal claims by
    patients

                                       11
<PAGE>
    and others and are adversely affected by increasing costs of insurance; and
  - many hospitals are aggressively buying physician practices and assuming risk
    contracts to gain market share. If revenues do not increase accordingly,
    this practice could reduce profits;
  - Medicare is changing its reimbursement system for nursing homes. Many
    nursing home providers are not sure how they will be treated. In many cases,
    the providers may receive lower reimbursements and these would have to cut
    expenses to maintain profitability; and
  - most retirement/nursing home providers rely on entrance fees for operating
    revenues. If people live longer than expected and turnover is lower than
    budgeted, operating revenues would be adversely affected by less than
    expected entrance fees.

Here is what you should know about the New York Portfolio's concentration in
university/college bonds. Payment for these bonds depends on:
  - level or amount and diversity of sources of revenue;
  - availability of endowments and other funds;
  - enrollment;
  - financial management;
  - reputation; and
  - for public institutions, the financial condition of the government and its
    educational policies.

Changes to the portfolio from bond redemptions, maturities and sales may affect
the Fund's concentrations over time.

STATE CONCENTRATION RISK

CALIFORNIA RISKS

GENERALLY

From the late 1980s through the early 1990s, an economic recession eroded
California's revenue base. At the same time rapid population growth caused State
expenditures to exceed budget appropriations.

  - As a result California experienced a period of sustained budget imbalance.

  - Since that time the California economy has improved markedly and the extreme
    budgetary pressures have begun to lessen.

STATE GOVERNMENT

The 1999-2000 Budget Act allocated a State budget of approximately $63.7 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:

  - In December, 1994, Orange County and its investment pool filed for
    bankruptcy. While a settlement has been reached, the full impact on the
    State and Orange County remains unknown.

  - California faces constant fluctuations in other expenses (including health
    and welfare caseloads, property tax receipts, federal funding and natural
    disaster relief) that will undoubtedly create new budgetary pressure and
    reduce issuers' ability to pay their debts.

  - California's general obligation bonds are currently rated A1 by Moody's and
    A+ by Standard & Poor's.

OTHER RISKS

Issuers' ability to make payments on bonds (and the remedies available to
bondholders)

                                       12
<PAGE>
could also be adversely affected by the following constraints:

  - Certain provisions of California's Constitution, laws and regulatory system
    contain tax, spending and appropriations limits and prohibit certain new
    taxes.

  - Certain other California laws subject the users of bond proceeds to strict
    rules and limits regarding revenue repayment.

  - Bonds of healthcare institutions which are subject to the strict rules and
    limits regarding reimbursement payments of California's Medi-Cal program for
    health care services to welfare recipients and bonds secured by liens on
    real property are two of the types of bonds affected by these provisions.

NEW YORK RISKS

GENERALLY

For decades, New York's economy has trailed the rest of the nation. Both the
state and New York City have experienced long-term structural imbalances between
revenues and expenses, and have repeatedly relied substantially on non-recurring
measures to achieve budget balance. The pressures that contribute to budgetary
problems at both the state and local level include:

  - the high combined state and local tax burden;

  - a decline in manufacturing jobs, leading to above-average unemployment;

  - sensitivity to the financial services industry; and

  - dependence on federal aid.

STATE GOVERNMENT

The State government frequently has difficulty approving budgets on time. Budget
gaps of $3 billion and $5 billion are projected for the next two years. The
State's general obligation bonds are rated A by Standard & Poor's and A2 by
Moody's. There is $37 billion of state-related debt outstanding.

NEW YORK CITY GOVERNMENT

Even though the City had budget surpluses each year from 1981, budget gaps of
nearly $2 billion are projected for the 2001, 2002, and 2003 fiscal years. New
York City faces fiscal pressures from:

  - aging public facilities that need repair or replacement;

  - welfare and medical costs;

  - expiring labor contracts; and

  - a high and increasing debt burden.

The City requires substantial state aid, and its fiscal strength depends heavily
on the securities industry. Its general obligation bonds are rated A- by
Standard & Poor's and A3 by Moody's. $31.2 billion of combined City, MAC and PBC
debt is outstanding, and the City proposes $25.3 billion of financing over
fiscal 1999-2003.

BOND QUALITY RISK

A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.

INSURANCE RELATED RISK

Some bonds are backed by insurance companies (as shown under Portfolios).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not

                                       13
<PAGE>
regulate the insurance business, various state laws and federal initiatives and
tax law changes could significantly affect the insurance business. The
claims-paying ability of the insurance companies is generally rated A or better
by Standard & Poor's or another nationally recognized rating organization. The
insurance company ratings are subject to change at any time at the discretion of
the rating agencies.

LITIGATION AND LEGISLATION RISKS

We do not know of any pending litigation that might have a material adverse
effect upon the Fund.

Future tax legislation could affect the value of the portfolio by:
  - limiting real property taxes,
  - reducing tax rates,
  - imposing a flat or other form of tax, or
  - exempting investment income from tax.

SELLING OR EXCHANGING UNITS

You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
  - ADDING the value of the bonds, net accrued interest, cash and any other Fund
    assets;
  - SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
    cash held to buy back units or for distribution to investors and any other
    Fund liabilities; and
  - DIVIDING the result by the number of outstanding units.

Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.

If you sell your units before the final deferred sales fee installment, the
amount of any remaining installments will be deducted from your proceeds.

SPONSORS' SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge other than any remaining deferred sales charge.
We may resell the units to other buyers or to the Trustee. You should consult
your financial professional for current market prices to determine if other
broker-dealers or banks are offering higher prices.

We have maintained the secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.

Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.

                                       14
<PAGE>
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.

If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.

If you acquire 25% or more of the outstanding units of the Fund and you sell
units with a value exceeding $250,000, the Trustee may choose to pay you "in
kind" by distributing bonds and cash with a total value equal to the price of
those units. The Trustee will try to distribute bonds in the portfolio pro rata,
but it reserves the right to distribute only one or a few bonds. The Trustee
will act as your agent in an in kind distribution and will either hold the bonds
for your account or sell them as you instruct. You must pay any transaction
costs as well as transfer and ongoing custodial fees on sales of bonds
distributed in kind.

There could be a delay in paying you for your units:
  - if the New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
  - if the SEC determines that trading on the New York Stock Exchange is
    restricted or that an emergency exists making sale or evaluation of the
    bonds not reasonably practicable; and
  - for any other period permitted by SEC order.

EXCHANGE OPTION

You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.90%. You may exchange units of this Fund for units
of certain other Defined Asset Funds at a reduced sales fee if your investment
goals change. To exchange units, you should talk to your financial professional
about what funds are exchangeable, suitable and currently available.

Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.

We may amend or terminate this exchange option at any time without notice.

HOW THE FUND WORKS

PRICING

The price of a unit includes interest accrued on the bonds, less expenses, from
the initial most recent Record Day up to, but not including, the settlement
date, which is usually three business days after the purchase date of the unit.

A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell

                                       15
<PAGE>
your units you will receive your share of this cash.

In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.

EXPENSES

The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
  - to reimburse the Trustee for the Fund's operating expenses;
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - Fund termination expenses and any governmental charges.

The Sponsors are currently reimbursed up to 55 CENTS per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. While this fee may exceed the amount of these
costs and expenses attributable to this Fund, the total of these fees for all
Series of Defined Asset Funds will not exceed the aggregate amount attributable
to all of these Series for any calendar year. The Fund also pays the Evaluator's
fees.

The Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation
without investors' approval.

Any quarterly deferred sales fees you owe are paid with interest and principal
from certain bonds. If these amounts are not

                                       16
<PAGE>
enough, the rest will be paid out of distributitons to you from the Fund's
Capital and Income Accounts.

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell bonds if cash is not available.

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond.

Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
  - diversity of the portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.

When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.

You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.

CERTIFICATES

Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by

                                       17
<PAGE>
delivering satisfactory indemnity and paying the associated costs.

TRUST INDENTURE

The Fund is a "unit investment trust" governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.

The Sponsors and the Trustee may amend the Indenture without your consent:
  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.

Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
  - remove it and appoint a replacement Sponsor;
  - liquidate the Fund; or
  - continue to act as Trustee without a Sponsor.

Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.

The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
counsel for the Sponsors, has given an opinion that the units are validly
issued. Special counsel located in the relevant states have given state and
local tax opinions.

                                       18
<PAGE>
AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statements of Condition included in this
prospectus.

SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Bank of New York, 101 Barclay Street, 17 W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial date of deposit of the bonds. Any cash
made available by you to the Sponsors before the settlement date for those units
may be used in the Sponsors' businesses to the extent permitted by federal law
and may benefit the Sponsors.

A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.

In maintaining a secondary market, 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 or redeem them.

PUBLIC DISTRIBUTION

The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.

                                       19
<PAGE>
CODE OF ETHICS

Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its employees
with access to information on portfolio transactions. The goal of the code is to
prevent fraud, deception or misconduct against the Fund and to provide
reasonable standards of conduct.

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of the bonds
contained in a Portfolio, but we cannot predict whether any impact will be
material to the Fund as a whole.

TAXES

The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.

At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and may be taken
into account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuer (or other users) have complied or will comply
with any requirements necessary for a bond to be tax-exempt. If any of the bonds
were determined not to be tax-exempt, you could be required to pay income tax
for current and prior years, and if the Fund were to sell the bond, it might
have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.

GAIN OR LOSS UPON DISPOSITION

When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued "market
discount". Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, the issue price
increased by

                                       20
<PAGE>
original issue discount that has accrued on the bond before your purchase). You
should consult your tax adviser in this regard.

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise. If
you are an individual and sell your units after holding them for more than one
year, you may be entitled to a 20% maximum federal tax rate on any resulting
gains. Consult your tax adviser in this regard. Because the deductibility of
capital losses is subject to limitations, you may not be able to deduct all of
your capital losses.

YOUR BASIS IN THE BONDS

Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount," "acquisition premium" and
"bond premium". You should consult your tax adviser in this regard.

EXPENSES

If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.

STATE AND LOCAL TAXES

Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.

CALIFORNIA TAXES

In the opinion of O'Melveny & Myers LLP, Los Angeles, California, special
counsel on California tax matters:

Under the income tax laws of the State of California, the Trust will not be
taxed as a corporation and you will be considered to own directly your share of
each bond of the Trust. If you are a California taxpayer, your share of the
income from the bonds of the Trust will not be tax-exempt in California except
for California personal income tax purposes and only to the extent that the
income is earned on bonds that are exempt for such purposes. If you are a
California taxpayer and all or part of your share of a bond is disposed of (for
example, when a bond is sold, exchanged or redeemed at maturity or you sell or
exchange your units), you will recognize gain or loss for California tax
purposes. Depending on where you live, your income from the Trust may be subject
to state and local taxation. You should consult your tax advisor in this regard.

                                       21
<PAGE>
SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolios, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.

                                       22
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA AND NEW YORK TRUSTS)
DEFINED ASSET FUNDS


REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
  of Municipal Investment Trust Fund,
  Multistate Series - 300 (California and New York Trusts)
  Defined Asset Funds:

We have audited the accompanying statements of condition of Municipal
Investment Trust Fund, Multistate Series - 300 (California and New
York Trusts) Defined Asset Funds, including the portfolios, as of
October 31, 1999 and the related statements of operations and of
changes in net assets for the years ended October 31, 1999, and 1998
the period November 21, 1996 to October 31, 1997. These financial
statements are the responsibility of the Trustee. Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits 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 statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. Securities owned at October 31, 1999, as shown
in such portfolios, were confirmed to us by The Bank of New York, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Municipal
Investment Trust Fund, Multistate Series - 300 (California and New
York Trusts) Defined Asset Funds at October 31, 1999 and the results
of their operations and changes in their net assets for the above-
stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP

New York, N.Y.
February 9, 2000


                                     D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF OCTOBER 31, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $4,407,154)(Note 1)......................                  $4,239,006
  Accrued interest receivable......................                      86,713
  Accrued interest receivable on segregated bonds..                       2,394
  Deferred organization costs (Note 6).............                       2,825
                                                                   _____________

              Total trust property.................                   4,330,938

LESS LIABILITIES:
  Redemptions payable..............................    $  44,572
  Advance from Trustee.............................       21,989
  Accrued expenses.................................        3,786
  Deferred sales charge............................       47,257        117,604
                                                    _____________  _____________

NET ASSETS, REPRESENTED BY:
  4,521 units of fractional undivided
    interest outstanding (Note 3)..................    4,199,354
  Undistributed net investment income..............       13,980
                                                    _____________
                                                                     $4,213,334
                                                                   =============
UNIT VALUE ($4,213,334/4,521 units)................                     $931.95
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        November 21,
                                                                               1996
                                                                                 to
                                               Years Ended October 31,    October 31,
                                                 1999         1998             1997
                                             _________________________________________
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $262,412     $350,959     $357,544
  Interest income on segregated bonds.......       6,036       10,460       14,541
  Trustee's fees and expenses...............      (6,100)      (4,883)     (11,748)
  Sponsors' fees............................      (2,964)      (2,648)      (3,079)
  Organizational expenses...................      (1,413)      (1,413)      (1,413)
                                             _________________________________________
  Net investment income.....................     257,971      352,475      355,845
                                             _________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    sold or redeemed........................      22,797       85,077
  Unrealized appreciation (depreciation)
    of investments..........................    (538,299)     187,150      183,000
                                             _________________________________________

  Net realized and unrealized gain (loss)
    on investments..........................    (515,502)     272,227      183,000
                                             _________________________________________

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(257,531)    $624,702     $538,845
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                           November 21,
                                                                                  1996
                                                                                    to
                                                 Years Ended October 31,    October 31,
                                                   1999         1998             1997
                                               _________________________________________
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  257,971   $  352,475   $  355,845
  Realized gain on securities sold
    sold or redeemed..........................      22,797       85,077
  Unrealized appreciation (depreciation)
    of investments............................    (538,299)     187,150      183,000
                                               _________________________________________
  Net increase (decrease) in net assets
    resulting from operations.................    (257,531)     624,702      538,845
                                               _________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................    (252,926)    (340,460)    (322,472)
  Principal...................................        (387)
                                               _________________________________________
  Total distributions.........................    (253,313)    (340,460)    (322,472)
                                               _________________________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of
  1,093 and 1,450 units, respectively.........  (1,100,124)  (1,476,704)

DEFERRED SALES CHARGED (Note 5)...............     (88,309)    (133,148)     (79,470)
                                               _________________________________________
NET INCREASE (DECREASE) IN NET ASSETS.........  (1,699,277)  (1,325,610)     136,903

NET ASSETS AT BEGINNING OF PERIOD.............   5,912,611    7,238,221    7,101,318
                                               _________________________________________
NET ASSETS AT END OF PERIOD...................  $4,213,334   $5,912,611   $7,238,221
                                               =========================================
PER UNIT:
  Income distributions during period..........      $50.58       $51.22       $45.65
                                               =========================================
  Principal distributions during period.......       $0.07
                                               =========================================
  Net asset value at end of period............     $931.95    $1,053.19    $1,024.66
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       4,521        5,614        7,064
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS


  1.  SIGNIFICANT ACCOUNTING POLICIES

      The Fund is registered under the Investment Company Act of 1940 as
      a Unit Investment Trust. The following is a summary of significant
      accounting policies consistently followed by the Fund in the
      preparation of its financial statements. The policies are in
      conformity with generally accepted accounting principles.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities and the
          value on November 21, 1996 was based upon offer side evaluations
          at November 19, 1996 the day prior to the Date of Deposit. Cost of
          securities at November 21, 1996 was also based on such offer side
          evaluations.

      (b) The Fund is not subject to income taxes. Accordingly, no
          provision for such taxes is required.

      (c) Interest income is recorded as earned.

  2.  DISTRIBUTIONS

      A distribution of net investment income is made to Holders each
      month. Receipts other than interest, after deductions for
      redemptions and applicable expenses, are also distributed
      periodically.

  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 4,521 units at Date of Deposit..............    $4,544,884
      Redemptions of units - net cost of 2,543 units
        redeemed less redemption amounts..................       (14,980)
      Realized gain on securities sold or redeemed........       107,874
      Deferred sales charge...............................      (300,927)
      Interest income on segregated bonds.................        31,037
      Principal distributions.............................          (386)
      Net unrealized depreciation of investments..........      (168,148)
                                                           ______________

      Net capital applicable to Holders...................    $4,199,354
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of October 31, 1999, net unrealized depreciation of investments,
      based on cost for Federal income tax purposes, aggregated $168,148 of
      which $3,496 related to appreciated securities and $171,644 related to
      depreciated securities. The cost of investment securities for Federal
      income tax purposes was $4,407,154 at October 31, 1999.


                                     D - 5
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS

  5.  DEFERRED SALES CHARGE

      The sales charges are being paid for with the interest received
      and by periodic sales of these bonds. A deferred sales charge
      of $ 3.75 per unit is charged on a quarterly basis, and paid to the
      sponsors annually by the Trustee on behalf of the Holders, up to an
      aggregate of $ 45.00 per unit over the first three years of the life
      of the Fund. Should a Holder redeem units prior to the third
      anniversary of the Fund, the remaining balance of the deferred sales
      charge will be charged.

  6.  DEFERRED ORGANIZATIONAL COSTS

      Organizational costs have been deferred and are being amortized over
      five years.


                                     D - 6
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA TRUST (INSURED)
AS OF OCTOBER 31, 1999
<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of             of             Face                        Redemption
            Securities (4)               Issues(1)       Amount  Coupon Maturities(3) Provisions(3)       Cost(2)      Value(2)
            ______________               _________       ______  ______ _____________ _____________       _______      ________
<S>                                    <C>       <C>           <C>       <C>        <C>            <C>           <C>
 1 California Educl. Fac. Auth., Rev.      AAA       $   50,000   5.750%   2026(6)    09/01/06         $   50,421    $   53,917
   Bonds (Santa Clara Univ.), Ser.                                                    @ 102.000
   1996 (MBIA Ins.)                                      60,000   5.750    2026       09/01/06             60,505        58,553
                                                                                      @ 102.000

 2 California Hlth. Fac. Fin. Auth.,       AAA          755,000   5.750    2015       01/15/05            757,809       751,897
   Ins. Hosp. Rev. Bonds (Mills-                                                      @ 102.000
   Peninsula Hlth. Sys.), Ser 1995 B
   (Connie Lee Ins.)

 3 State Pub. Wks. Bd. of the State        AAA           15,000   4.500    1999       None                 15,169        15,013
   of California, Lease Rev. Rfdg.
   Bonds (Dept. of Corr.) (Various
   State Prisons), Ser. 1993 A
   (AMBAC Ins.) (5)

 4 City of Anaheim, CA, Anaheim Mem.       AAA          400,000   5.125    2020       None                375,336       358,320
   Hosp. Association, Certs. of Part.
   (AMBAC Ins.)

 5 City of Glendale, CA, Ins. Hlth.        AAA          415,000   5.600    2025       11/15/05            409,140       389,004
   Fac. Rev. Bonds (Glendale Mem. Hsp.                                                @ 102.000
   and Hlth. Ctr.), 1995 Ser. A
   (Connie Lee Ins.)

 6 The City of Los Angeles, CA,            AAA          810,000   5.200    2021       11/01/03            766,697       733,601
   Wastewater Sys. Rev. Bonds,                                                        @ 102.000
   Rfdg. Ser. 1993 D (Financial
   Guaranty Ins.)

 7 Redevelopment Agy. of the City          AAA           15,000   4.800    1999       None                 15,339        15,017
   of Burbank, CA (City Centre
   Redev. Proj.), Tax Alloc. Bonds,
   Ser. 1993 A (FSA Ins.) (5)

</TABLE>


                                     D - 7
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA TRUST (INSURED)
AS OF OCTOBER 31, 1999
<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of             of             Face                        Redemption
            Securities (4)               Issues(1)       Amount  Coupon Maturities(3) Provisions(3)       Cost(2)      Value(2)
            ______________               _________       ______  ______ _____________ _____________       _______      ________
<S>                                    <C>       <C>           <C>       <C>        <C>            <C>           <C>
 8 Department of Wtr. and Pwr. of          AAA       $  830,000   5.400%   2031       11/15/03         $  798,493    $  757,815
   the City of Los Angeles, CA, Elec.                                                 @ 102.000
   Plant Rfdg. Rev. Bonds, Second
   Issue 1993 (MBIA Ins.)

 9 Los Angeles Conv. and Exhibition        AAA          495,000   5.125    2021       08/15/03            460,548       441,565
   Ctr. Auth., CA, Lease Rev. Rfdg.                                                   @ 102.000
   Bonds, Ser. 1993 A (MBIA Ins.)

10 Mt. Diablo Hosp. Dist., CA, Ins.        AAA           75,000   5.800    1999       None                 78,600        75,144
   Hosp. Rev. Bonds, Ser. 1991 A
   (AMBAC Ins.) (5)

11 The Regents of the Univ. of             AAA          675,000   5.000    2023       09/01/03            619,097       589,160
   California, CA, Rfdg. Rev. Bonds                                                   @ 102.000
   (1989 Multiple Purp. Proj.), Ser.
   C (AMBAC Ins.)


                                                   ______________                                   ______________ _____________
TOTAL                                                $4,595,000                                        $4,407,154    $4,239,006
                                                   ==============                                   ============== =============
</TABLE>

        See Notes to Portfolios on pages D - 15 & D - 16.


                                     D - 8
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF OCTOBER 31, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $5,031,423)(Note 1)......................                  $4,858,907
  Accrued interest receivable......................                      96,126
  Accrued interest on segregated bonds.............                       1,500
  Deferred organization costs (Note 6).............                       2,424
                                                                   _____________

              Total trust property.................                   4,958,957

LESS LIABILITIES:
  Advance from Trustee.............................  $  18,653
  Accrued expenses.................................      3,991
  Deferred sales charge (5)........................     31,059           53,703
                                                    _____________  _____________

NET ASSETS, REPRESENTED BY:
  5,240 units of fractional undivided
    interest outstanding (Note 3)..................  4,887,061
  Undistributed net investment income..............     18,193
                                                    _____________
                                                                     $4,905,254
                                                                   =============
UNIT VALUE ($4,905,254/5,240 units)................                     $936.12
                                                                   =============
</TABLE>

                         See Notes to Financial Statements.


                                     D - 9
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                        November 21,
                                                                               1996
                                                                                 to
                                               Years Ended October 31,    October 31,
                                                 1999         1998             1997
                                             _________________________________________
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................  $  304,276     $326,241     $317,851
  Interest income on segregated bonds.......       5,209        9,417       12,218
  Trustee's fees and expenses...............      (6,520)      (3,849)     (10,757)
  Sponsors' fees............................      (3,043)      (2,751)      (2,641)
  Organizational expenses...................      (1,211)      (1,211)      (1,211)
                                             _________________________________________
  Net investment income.....................     298,711      327,847      315,460
                                             _________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    sold or redeemed........................      36,843       17,585
  Unrealized appreciation (depreciation)
    of investments..........................    (662,016)     221,780      267,720
                                             _________________________________________

  Net realized and unrealized gain (loss)
    on investments..........................    (625,173)     239,365      267,720
                                             _________________________________________

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(326,462)    $567,212     $583,180
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 10
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                           November 21,
                                                                                  1996
                                                                                    to
                                                 Years Ended October 31,    October 31,
                                                   1999         1998             1997
                                               _________________________________________
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  298,711   $  327,847   $  315,460
  Realized gain on securities sold
    sold or redeemed..........................      36,843       17,585
  Unrealized appreciation (depreciation)
    of investments............................    (662,016)     221,780      267,720
                                               _________________________________________
  Net increase (decrease) in net assets
    resulting from operations.................    (326,462)     567,212      583,180

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......    (294,546)    (314,931)    (285,529)

DEFERRED SALES CHARGE (Note 5)................     (89,344)     (95,430)     (68,141)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  573 and 244 units, respectively.............    (585,272)    (252,230)
                                               _________________________________________
NET INCREASE (DECREASE) IN NET ASSETS.........  (1,295,624)     (95,379)     229,510

NET ASSETS AT BEGINNING OF PERIOD.............   6,200,878    6,296,257    6,066,747
                                               _________________________________________
NET ASSETS AT END OF PERIOD...................  $4,905,254   $6,200,878   $6,296,257
                                               =========================================
PER UNIT:
  Income distributions during period..........      $52.97       $53.10       $47.14
                                               =========================================
  Net asset value at end of period............     $936.12    $1,066.73    $1,039.50
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       5,240        5,813        6,057
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 11
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (NEW YORK TRUST),
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS


  1.  SIGNIFICANT ACCOUNTING POLICIES

      The Fund is registered under the Investment Company Act of 1940 as
      a Unit Investment Trust. The following is a summary of significant
      accounting policies consistently followed by the Fund in the
      preparation of its financial statements. The policies are in
      conformity with generally accepted accounting principles.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities, except that value
          on November 21, 1996 was based upon offer side evaluations at
          November 19, 1996, the day prior to the Date of Deposit. Cost of
          securities at November 21, 1996 was also based on such offer side
          evaluations.

      (b) The Fund is not subject to income taxes. Accordingly, no
          provision for such taxes is required.

      (c) Interest income is recorded as earned.

  2.  DISTRIBUTIONS

      A distribution of net investment income is made to Holders each
      month. Receipts other than interest, after deductions for
      redemptions and applicable expenses, are also distributed
      periodically.

  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 5,240 units at Date of Deposit..............    $5,248,432
      Redemptions of units - net cost of 817 units
        redeemed less redemption amounts..................       (17,212)
      Realized gain on securities sold or redeemed........        54,428
      Deferred sales charge...............................      (252,915)
      Interest on segregated bonds........................        26,844
      Net unrealized depreciation of investments..........      (172,516)
                                                           ______________

      Net capital applicable to Holders...................    $4,887,061
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of October 31, 1999, net unrealized depreciation of investments,
      based on cost for Federal income tax purposes, aggregated $172,516
      of which $16,950 related to appreciated securities and $189,466
      related to depreciated securities. The cost of investment securities for
      Federal income tax purposes was $5,031,423 at October 31, 1999.


                                     D - 12
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (NEW YORK TRUST),
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS

5.    DEFERRED SALES CHARGE

      The sales charges are being paid for with the interest received
      and by periodic sales of these bonds. A deferred sales charge
      of $3.75 per unit is charged on a quarterly basis, and paid to the
      sponsors annually by the Trustee on behalf of the Holders, up to an
      aggregate of $45.00 per unit over the first three years of the life
      of the Fund. Should a Holder redeem units prior to the third
      anniversary of the Fund, the remaining balance of the deferred sales
      charge will be charged.

  6.  DEFERRED ORGANIZATIONAL COSTS

      Organizational costs have been deferred and are being amortized over
      five years.


                                     D - 13
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST
AS OF OCTOBER 31, 1999
<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of             of             Face                        Redemption
            Securities                   Issues(1)       Amount  Coupon Maturities(3) Provisions(3)          Cost(2)      Value(2)
            __________                   _________       ______  ______ _____________ _____________          _______      ________
<S>                                 <C>       <C>           <C>       <C>        <C>            <C>           <C>
 1 New York City, Ny, Mun. Wtr. Fin.       AA-(f)    $  435,000   5.875%   2026       06/15/06         $  438,875    $  425,517
   Auth., Wtr. and Swr. Sys. Rev.                                                     @ 101.000
   Bonds, Fiscal Ser. 1996 B

 2 Dormitory Auth. of the State of New     A(f)         890,000   5.700    2021       07/01/04            868,275       834,233
   York, Rev. Bonds, Upstate Cmnty.                                                   @ 102.000
   Coll., Ser. 1994 A

 3 Dormitory Auth. of the State of New     A(f)         900,000   5.400    2023       05/15/04            840,060       813,483
   York, State Univ. Educl. Facs.,                                                    @ 102.000
   Rev. Bonds, Ser. 1993 C

 4 Dormitory Auth. of the State of New     A(f)       1,000,000   5.375    2026       02/15/06            933,750       892,370
   York, Mental Hlth. Svcs. Facs. Imp.                                                @ 102.000
   Rev. Bonds, Ser. 1996 B

 5 Dormitory Auth. of the State of New     A(f)         800,000   5.500    2025       07/01/06            761,264       722,752
   York, Dept. of Hlth., Rev. Bonds,                                                  @ 102.000
   Ser. 1996

 6 New York State Urban Dev. Corp.,        AAA           90,000   5.000    2000       None                 92,210        90,176
   Rfdg. Corp. Purp. Sr. Lien Bonds,
   Ser. 1996

 7 New York State Urban Dev. Corp.,        A(f)         865,000   5.250    2021       01/01/04            794,001       760,438
   Correctional Cap. Facs. Rev. Rfdg,                                                 @ 102.000
   Bonds Ser. 1993 A

 8 United Nations Dev. Corp. (Pub.         Aaa(m)       300,000   6.000    2026(6)    07/01/03            302,988       319,938
   Benefit Corp. of the State of New                                                  @ 102.000
   York), Rfdg. Bonds (Senior Lien),
   Ser. A

                                                   ______________                                   ______________ ______________
TOTAL                                                $5,280,000                                        $5,031,423    $4,858,907
                                                   ==============                                   ============== ==============
</TABLE>

        See Notes to Portfolios on pages D - 15 & D - 16.


                                     D - 14
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA AND NEW YORK TRUSTS)
DEFINED ASSET FUNDS


NOTES TO PORTFOLIO
AS OF OCTOBER 31, 1999

   (1) The ratings of the bonds are by Standard & Poor's Ratings
       Group, or by Moody's Investors Service, Inc. if followed by
       "(m)", or by Fitch Investors Service, Inc. if followed by
       "(f)"; "NR" indicates that this bond is not currently rated by
       any of the above-mentioned rating services. These ratings have
       been furnished by the Evaluator but not confirmed with
       the rating agencies.

   (2) See Notes to Financial Statements.

   (3) Optional redemption provisions, which may be exercised in whole
       or in part, are initially at prices of par plus a premium, then
       subsequently at prices declining to par. Certain securities may
       provide for redemption at par prior or in addition to any
       optional or mandatory redemption dates or maturity, for
       example, through the operation of a maintenance and replacement
       fund, if proceeds are not able to be used as contemplated, the
       project is condemned or sold or the project is destroyed and
       insurance proceeds are used to redeem the securities. Many of
       the securities are also subject to mandatory sinking fund
       redemption commencing on dates which may be prior to the date
       on which securities may be optionally redeemed. Sinking fund
       redemptions are at par and redeem only part of the issue. Some
       of the securities have mandatory sinking funds which contain
       optional provisions permitting the issuer to increase the
       principal amount of securities called on a mandatory redemption
       date. The sinking fund redemptions with optional provisions
       may, and optional refunding redemptions generally will, occur
       at times when the redeemed securities have an offering side
       evaluation which represents a premium over par. To the extent
       that the securities were acquired at a price higher than the
       redemption price, this will represent a loss of capital when
       compared with the Public Offering Price of the Units when
       acquired. Distributions will generally be reduced by the amount
       of the income which would otherwise have been paid with respect
       to redeemed securities and there will be distributed to Holders
       any principal amount and premium received on such redemption
       after satisfying any redemption requests for Units received by
       the Fund. The estimated current return may be affected by
       redemptions.

   (4) All Securities are insured either on an individual basis or by
       portfolio insurance, by a municipal bond insurance company which
       has been assigned "AAA" claims paying ability by Standard &
       Poor's. Accordingly, Standard & Poor's has assigned "AAA" ratings
       to the Securities.  Securities covered by portfolio insurance are
       rated "AAA" only as long as they remain in this Trust.


                                     D - 15
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 300 (CALIFORNIA AND NEW YORK TRUSTS)
DEFINED ASSET FUNDS


NOTES TO PORTFOLIO
AS OF OCTOBER 31, 1999

   (5) It is anticipated that interest and principal received from
       these bonds will be applied to the payment of the Trust's
       deferred sales charges.

   (6) Bonds with aggregate face amounts of $50,000 and $300,000, for
       California and New York, respectively, have been pre-refunded and are
       expected to be called for redemption on the optional redemption
       provision dates shown.


                                     D - 16
<PAGE>
DEFINED ASSET FUNDS-SM-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--300
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Bank of New York                     investment company filed with the
1-800-221-7771                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-14433) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     15382--2/00
</TABLE>



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