MUNICIPAL INVESTMENT TR FD MULTISTATE SER 310 DEF ASSET FDS
485BPOS, 2000-07-12
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 2000

                                                      REGISTRATION NO. 333-23335
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                       ---------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 3
                                       TO
                                    FORM S-6

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

                   FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

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

A. EXACT NAME OF TRUST:

                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--310
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

<TABLE>
<S>                        <C>                        <C>
 MERRILL LYNCH, PIERCE,                               SALOMON SMITH BARNEY INC.
     FENNER & SMITH                                         388 GREENWICH
      INCORPORATED                                       STREET--23RD FLOOR
   DEFINED ASSET FUNDS                                   NEW YORK, NY 10013
  POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051
</TABLE>

<TABLE>
<S>                        <C>                        <C>
  PRUDENTIAL SECURITIES    PAINEWEBBER INCORPORATED   DEAN WITTER REYNOLDS INC.
      INCORPORATED            1285 AVENUE OF THE           TWO WORLD TRADE
   ONE NEW YORK PLAZA              AMERICAS              CENTER--59TH FLOOR
   NEW YORK, NY 10292         NEW YORK, NY 10019         NEW YORK, NY 10048
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<TABLE>
<S>                        <C>                        <C>
  TERESA KONCICK, ESQ.         ROBERT E. HOLLEY           MICHAEL KOCHMANN
      P.O. BOX 9051            1200 HARBOR BLVD.          388 GREENWICH ST.
PRINCETON, NJ 08543-9051      WEEHAWKEN, NJ 07087        NEW YORK, NY 10013
   LEE B. SPENCER, JR.            COPIES TO:             DOUGLAS LOWE, ESQ.
   ONE NEW YORK PLAZA       PIERRE DE SAINT PHALLE,   DEAN WITTER REYNOLDS INC.
   NEW YORK, NY 10292                ESQ.                  TWO WORLD TRADE
                             450 LEXINGTON AVENUE        CENTER--59TH FLOOR
                              NEW YORK, NY 10017         NEW YORK, NY 10048
</TABLE>

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 13, 2000.

Check box if it is proposed that this filing will become effective on July 21,
2000 pursuant to paragraph (b) of Rule 485.  /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
                           ----------------------------------------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--310
                           (A UNIT INVESTMENT TRUST)

                           -  CALIFORNIA, NEW YORK AND PENNSYLVANIA PORTFOLIOS
                           -  PORTFOLIOS OF INSURED INTERMEDIATE AND 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
INCORPORATED               upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated July 21, 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 APRIL 30, 2000, THE
EVALUATION DATE.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
California Intermediate Insured Portfolio--
  Risk/Return Summary.............................    3
New York Insured Portfolio--
  Risk/Return Summary.............................    6
Pennsylvania Insured Portfolio--
  Risk/Return Summary.............................    9
What You Can Expect From Your Investment..........   13
  Monthly Income..................................   13
  Return Figures..................................   13
  Records and Reports.............................   13
The Risks You Face................................   14
  Interest Rate Risk..............................   14
  Call Risk.......................................   14
  Reduced Diversification Risk....................   14
  Liquidity Risk..................................   14
  Concentration Risk..............................   14
  State Concentration Risk........................   15
  Bond Quality Risk...............................   17
  Insurance Related Risk..........................   17
  Litigation and Legislation Risks................   18
Selling or Exchanging Units.......................   18
  Sponsors' Secondary Market......................   18
  Selling Units to the Trustee....................   18
  Exchange Option.................................   19
How The Fund Works................................   19
  Pricing.........................................   19
  Evaluations.....................................   20
  Income..........................................   20
  Expenses........................................   20
  Portfolio Changes...............................   20
  Fund Termination................................   21
  Certificates....................................   21
  Trust Indenture.................................   21
  Legal Opinion...................................   22
  Auditors........................................   22
  Sponsors........................................   22
  Trustee.........................................   23
  Underwriters' and Sponsors' Profits.............   23
  Public Distribution.............................   23
  Code of Ethics..................................   23
  Year 2000 Issues................................   23
Taxes.............................................   24
Supplemental Information..........................   26
Financial Statements..............................  D-1
</TABLE>

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

CALIFORNIA INTERMEDIATE INSURED PORTFOLIO--RISK/RETURN SUMMARY

 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, intermediate term municipal revenue bonds
   with an estimated average life of about 9 years.

 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 intermediate-term tax-exempt municipal
   bonds with an aggregate face amount of $2,335,000.

 - 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /General Obligation                                      3%
/ /Lease Rental                                           67%
/ /Municipal Water/Sewer Utilities                        24%
/ /Municipal Electric Utilities                            2%
/ /Tax Allocation                                          4%
</TABLE>

 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 lease rental 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.

                                       3
<PAGE>
 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.

                               DEFINING YOUR INCOME

<TABLE>
<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                     $4.02
Annual Income per unit:                             $48.26
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.75%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<S>                                                 <C>
Less than $100,000                                        2.75%
$100,000 to $249,999                                      2.50%
$250,000 to $499,999                                      2.25%
$500,000 to $999,999                                      2.00%
$1,000,000 and over                                       1.75%
Maximum Exchange Fee                                      1.75%
</TABLE>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.71
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.55
Evaluator's Fee                                      $0.50
Organization Costs                                   $0.20
Other Operating Expenses                             $0.56
                                                     -----
TOTAL                                                $2.52
</TABLE>

   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 after
   1987 and were outstanding on March 31, 2000. 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 3/31/00.

<TABLE>
<CAPTION>
                    WITH SALES FEE                    NO SALES FEE
               1 YEAR     5 YEARS  10 YEARS     1 YEAR     5 YEARS  10 YEARS
<S>         <C>           <C>      <C>       <C>           <C>      <C>
----------------------------------------------------------------------------
High               4.25%   5.45%     5.72%          4.66%   6.64%     6.31%
Average           -1.28    4.42      5.52           0.59    5.47      6.11
Low               -4.59    2.52      5.32          -1.89    3.28      5.91
----------------------------------------------------------------------------
Average
Sales fee          1.93%   5.23%     5.83%
----------------------------------------------------------------------------
</TABLE>

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

 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.

                                       4
<PAGE>
 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $1,039.11
(as of April 30, 2000)
</TABLE>

   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. 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 California 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.

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

 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
   with an aggregate face amount of $3,585,000.

 - 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /General Obligation                                      2%
/ /Hospitals/Health Care                                  11%
/ /Lease Rental Appropriation                             24%
/ /Miscellaneous                                          14%
/ /Municipal Water/Sewer Utilities                        17%
/ /Refunded Bonds                                          1%
/ /Special Tax Issues                                     19%
/ /Universities/Colleges                                  12%
</TABLE>

 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.

 - 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.

                                       6
<PAGE>
 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.

                               DEFINING YOUR INCOME

<TABLE>
<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                     $4.40
Annual Income per unit:                             $52.85
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.90%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.71
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.55
Evaluator's Fee                                      $0.32
Organization Costs                                   $0.20
Other Operating Expenses                             $0.40
                                                     -----
TOTAL                                                $2.18
</TABLE>

   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 after 1987 and
   were outstanding on March 31, 2000. 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 3/31/00.

<TABLE>
<CAPTION>
                    WITH SALES FEE                    NO SALES FEE
               1 YEAR     5 YEARS  10 YEARS     1 YEAR     5 YEARS  10 YEARS
<S>         <C>           <C>      <C>       <C>           <C>      <C>
----------------------------------------------------------------------------
High               6.07%   5.45%     6.45%          6.62%   6.63%     7.04%
Average           -1.33    4.16      5.99           0.54    5.18      6.58
Low               -7.77    2.58      5.63          -5.23    3.54      6.22
----------------------------------------------------------------------------
Average
Sales fee          1.94%   5.07%     5.78%
----------------------------------------------------------------------------
</TABLE>

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

 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.

                                       7
<PAGE>
 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $982.74
(as of April 30, 2000)
</TABLE>

   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. 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, but the bonds generally will 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.

                                       8
<PAGE>
--------------------------------------------------------------------------------

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

 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 8 long-term tax-exempt municipal bonds
   with an aggregate face amount of $2,915,000.

 - 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /Hospitals/Health Care                                  30%
/ /Industrial Development Revenue                         17%
/ /Miscellaneous                                          14%
/ /Municipal Water/Sewer Utilities                         2%
/ /Refunded Bonds                                         23%
/ /Universities/Colleges                                  14%
</TABLE>

 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 PENNSYLVANIA SO IT IS LESS
   DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT TO RISKS PARTICULAR TO
   PENNSYLVANIA WHICH ARE BRIEFLY DESCRIBED UNDER STATE CONCENTRATION RISKS
   LATER IN THIS PROSPECTUS.

                                       9
<PAGE>
 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.

                               DEFINING YOUR INCOME

<TABLE>
<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>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.90%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.70
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.55
Evaluator's Fee                                      $0.43
Organization Costs                                   $0.20
Other Operating Expenses                             $0.42
                                                     -----
TOTAL                                                $2.30
</TABLE>

   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 PENNSYLVANIA
   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 Pennsylvania Series were offered
   after 1987 and were outstanding on March 31, 2000. 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 3/31/00.

<TABLE>
<CAPTION>
                    WITH SALES FEE                    NO SALES FEE
               1 YEAR     5 YEARS  10 YEARS     1 YEAR     5 YEARS  10 YEARS
<S>         <C>           <C>      <C>       <C>           <C>      <C>
----------------------------------------------------------------------------
High               3.53%   5.12%     5.74%          4.17%   6.30%     6.33%
Average           -1.92    4.29      5.53          -0.05    5.35      6.12
Low               -9.69    2.58      5.38          -6.80    3.48      5.97
----------------------------------------------------------------------------
Average
Sales fee          1.95%   5.26%     5.82%
----------------------------------------------------------------------------
</TABLE>

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

 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.

                                       10
<PAGE>
 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $992.04
(as of April 30, 2000)
</TABLE>

   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. 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 Pennsylvania state and local
   personal income taxes if you live in Pennsylvania.

   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 generally will 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.

                                       11
<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        %       3%    3.5%    4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
----------------------------------------------------------------------------------------------------------------------------------
$      0- 26,250  $     $0- 43,050     20.10   3.75   4.38   5.01    5.63    6.26    6.88    7.51    8.14    8.76    9.39   10.01
$ 26,251- 63,550  $ 43,851-105,950     34.70   4.59   5.36   6.13    6.89    7.66    8.42    9.19    9.95   10.72   11.48   12.25
$ 63,551-132,600  $105,951-161,450     37.42   4.79   5.59   6.39    7.19    7.99    8.79    9.59   10.39   11.19   11.98   12.78
$132,601-288,350  $161,451-288,350     41.95   5.17   6.03   6.89    7.75    8.61    9.47   10.34   11.20   12.06   12.92   13.78
   OVER $288,350     OVER $288,350     45.22   5.48   6.39   7.30    8.21    9.13   10.04   10.95   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%     7%     7.5%     8%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>
------------------------------------------------------------------------------------------------------------------
$      0- 26,250  $      0- 43,850     23.94   5.26   5.92   6.57    7.23    7.89    8.55    9.20    9.86   10.52
$ 26,251- 63,550  $ 43,851-105,950     23.99   5.26   5.92   6.58    7.24    7.89    8.55    9.21    9.87   10.52
$ 26,251- 63,550  $ 43,851-105,950     35.65   6.22   6.99   7.77    8.55    9.32   10.10   10.88   11.66   12.43
$ 63,551-132,600  $105,951-161,450     38.33   6.49   7.30   8.11    8.92    9.73   10.54   11.35   12.16   12.97
$132,601-288,350  $161,451-288,350     42.80   6.99   7.87   8.74    9.62   10.49   11.36   12.24   13.11   13.99
   OVER $288,350     OVER $288,350     46.02   7.41   8.34   9.26   10.19   11.12   12.04   12.97   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%     7%     7.5%     8%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
<S>               <C>               <C>        <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    9.47   10.10
$ 26,251- 63,550  $ 43,851-105,950     32.93   5.96   6.71   7.46    8.20    8.95    9.69   10.44   11.18   11.93
$ 63,551-132,600  $105,951-161,450     35.73   6.22   7.00   7.78    8.56    9.34   10.11   10.89   11.67   12.45
$132,601-288,350  $161,451-288,350     40.38   6.71   7.55   8.39    9.23   10.06   10.90   11.74   12.58   13.42
   OVER $288,350     OVER $288,350     43.74   7.11   8.00   8.89    9.78   10.66   11.55   12.44   13.33   14.22
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    COMBINED
                                    EFFECTIVE
TAXABLE INCOME 2000*                TAX RATE                                    TAX-FREE YIELD OF
SINGLE RETURN       JOINT RETURN        %       3%    3.5%    4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                                       IS EQUIVALENT TO A TAXABLE YIELD OF
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
----------------------------------------------------------------------------------------------------------------------------------
$      0- 26,250  $      0- 43,850     17.38   3.63   4.24   4.84    5.45    6.05    6.66    7.26    7.87    8.47    9.08    9.68
$ 26,251- 63,550  $ 43,851-109,950     30.02   4.29   5.00   5.72    6.43    7.14    7.86    8.57    9.29   10.00   10.72   11.43
$ 63,551-132,600  $105,951-161,450     32.93   4.47   5.22   5.96    6.71    7.46    8.20    8.95    9.69   10.44   11.18   11.93
$132,601-288,350  $161,451-288,350     37.79   4.82   5.63   6.43    7.23    8.04    8.84    9.65   10.45   11.25   12.06   12.86
   OVER $288,350     OVER $288,350     41.29   5.11   5.96   6.81    7.66    8.52    9.37   10.22   11.07   11.92   12.77   13.63
</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.

                                       12
<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.

                                       13
<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 Pennsylvania Portfolio's concentration 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

                                       14
<PAGE>
    hospital supply and drug companies raise prices;
  - hospitals and health care providers are subject to various legal claims by
    patients 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 California Portfolio's concentration in
lease rental bonds. Lease rental bonds are generally issued by governmental
financing authorities that cannot assess a tax to cover the cost of equipment or
construction of buildings that will be used by a state or local government. The
risks associated with these bonds include:

  - the failure of the government to appropriate funds for the leasing rental
    payments to service the bonds; and
  - rental obligations, and therefore payments, may terminate in the event of
    damages to or destruction or condemnation of the of the equipment or
    building.

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

STATE CONCENTRATION RISK

CALIFORNIA RISK

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,

                                       15
<PAGE>
    federal funding and natural disaster relief) that will undoubtedly create
    new budgetary pressure and reduce ability to pay their debts.
  - California's general obligation bonds are currently rated AA3 by Moody's and
    AA- by Standard & Poor's.

OTHER RISKS

Issuers' ability to make payments on bonds (and the remedies available to
bondholders) 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 that could be 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
over $2 billion are projected for the 2002, 2003 and 2004 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. New York City currently expects to reach

                                       16
<PAGE>
its constitutional limits on debt issuance in Fiscal 2003.

PENNSYLVANIA RISKS

GENERALLY

Pennsylvania and many of its municipalities (including Philadelphia) have
undergone an economic decline:

  - coal, steel, railroads and other heavy industry historically associated with
    the Commonwealth has given way to increased competition from foreign
    producers.
  - agriculture and related industries are still an important part of the
    Commonwealth's economy.
  - recently, however, service sector industries (trade, medical and health
    services, education and financial services) have provided new sources of
    growth.

STATE AND LOCAL GOVERNMENTS

Historically, both the Commonwealth and the City of Philadelphia have
experienced serious revenue shortfalls. At the same time, rising demands for
state and local programs and services (particularly medical assistance and cash
assistance programs) have led to increased spending.

  - in recent years, both the Commonwealth and the City of Philadelphia have
    tried to balance their budgets with a mix of tax increases and spending
    cuts.
  - Philadelphia has considered significant service cuts and privatization of
    certain services which it has provided to date.
  - In 1991, the Commonwealth created the Pennsylvania Inter-Governmental
    Cooperation Authority ('PICA') which it authorized to issue debt to cover
    Philadelphia's budget shortfalls, eliminate the City's projected deficits
    and fund its capital spending. PICA issued approximately $1.76 billion of
    Special Revenue Bonds on Philadelphia's behalf. Its power to issue bonds on
    Philadelphia's behalf expired at the end of 1996; as of June 30, 1999,
    approximately $1.0 billion in PICA Special Revenue Bonds were outstanding.
  - Pennsylvania's general obligation bonds are currently rated Aa3 by Moody's
    and AA- by Standard & Poor's. Philadelphia's general obligation bonds are
    rated Baa2 by Moody's and BBB by Standard & Poor's. There can be no
    assurance that these ratings will not be lowered.

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

The 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 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
                                       17
<PAGE>
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.

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. 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 28 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.

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
                                       18
<PAGE>
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. In addition, you may exchange into this Fund from certain other
Defined Asset Funds and unit trusts. 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 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

                                       19
<PAGE>
  - 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.

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.

                                       20
<PAGE>
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 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

                                       21
<PAGE>
  - 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.

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

                                       22
<PAGE>
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.

CODE OF ETHICS

The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.

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

                                       23
<PAGE>
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the bonds contained in the Portfolio. 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 of bond proceeds) 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 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.
Because the deductibility of capital losses is subject to limitations, you may
not be able to deduct all of your capital losses.

                                       24
<PAGE>
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.

NEW YORK 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.

PENNSYLVANIA TAXES

In the opinion of Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania,
special counsel on Pennsylvania tax matters:

The Pennsylvania Trust will not be taxed as a corporation under the current
income tax laws of Pennsylvania. Your income from the Trust may be subject to
taxation depending on where you live. If you are a Pennsylvania taxpayer your
interest income from the Trust will be tax-exempt to the extent that income is
earned on bonds that are tax-exempt for Pennsylvania purposes. However, gains on
the sale of bonds by the Trust or on the sale of your units will be subject to
Pennsylvania income tax. If you are a Philadelphia resident you may be subject
to the Philadelphia school district tax on any gains realized from the sale of
bonds by the Trust or the sale of units by you to the extent either the bonds or
units have been held for six months or less. You
                                       25
<PAGE>
should consult your tax adviser as to the consequences to you with respect to
any investment you make in the Trust.

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.

                                       26

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE, NEW YORK AND
PENNSYLVANIA TRUSTS)
DEFINED ASSET FUNDS


REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
  of Municipal Investment Trust Fund,
  Multistate Series - 310 (California Intermediate, New York and
  Pennsylvania Trusts)
  Defined Asset Funds:

We have audited the accompanying statements of condition of Municipal
Investment Trust Fund, Multistate Series - 310 (California
Intermediate, New York and Pennsylvania Trusts) Defined Asset Funds,
including the portfolios, as of April 30, 2000 and the related
statements of operations and of changes in net assets for the years
ended April 30, 2000 and 1999 and the period May 9, 1997 to April 30,
1998. 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 auditing standards
generally accepted in the United States of America. 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 April 30, 2000, 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 - 310 (California
Intermediate, New York and Pennsylvania Trusts) Defined Asset Funds
at April 30, 2000 and the results of their operations and changes in
their net assets for the above-stated periods in accordance with
accounting principles generally accepted in the United States of
America.

DELOITTE & TOUCHE LLP

New York, N.Y.
June 26, 2000


                                      D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF APRIL 30, 2000

<TABLE>

<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $2,301,712)(Note 1)......................                  $2,349,134
  Accrued interest receivable......................                      33,403
  Accrued interest on segregated bonds.............                         630
  Deferred organization costs (Note 6).............                       1,312
                                                                   -------------

              Total trust property.................                   2,384,479

LESS LIABILITIES:
  Accrued expenses.................................   $    2,584
  Advance from Trustee.............................        6,448
  Deferred sales charge (Note 5)...................       19,810         28,842
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  2,315 units of fractional undivided
    interest outstanding (Note 3)..................    2,346,903
  Undistributed net investment income..............        8,734
                                                    -------------
                                                                     $2,355,637

                                                                   =============
UNIT VALUE ($2,355,637/2,315 units)................                   $1,017.55
                                                                   =============

</TABLE>
                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              May 9,
                                                                               1997

                                                                                 to

                                                Years Ended April 30,      April 30,
                                                 2000         1999             1998
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $135,220     $163,770     $162,190
  Interest income on segregated bonds.......       2,157        3,860        5,579
  Trustee's fees and expenses...............      (4,437)      (3,674)      (3,548)
  Sponsors' fees............................        (890)      (1,483)      (1,478)
  Organizational expenses...................        (655)        (655)        (655)
                                            -----------------------------------------
  Net investment income.....................     131,395      161,818      162,088
                                            -----------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    or redeemed.............................      19,394        6,924        3,379
  Unrealized appreciation (depreciation)
    of investments..........................    (185,389)      90,864      141,947
                                            -----------------------------------------
  Net realized and unrealized gain (loss)
    on investments..........................    (165,995)      97,788      145,326
                                            -----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $(34,600)    $259,606     $307,414
                                             =========================================

</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                 May 9,
                                                                                  1997

                                                                                    to

                                                  Years Ended April 30,       April 30,
                                                   2000         1999             1998
                                               ----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  131,395   $  161,818   $  162,088
  Realized gain on securities sold
    or redeemed...............................      19,394        6,924        3,379
  Unrealized appreciation (depreciation)
    of investments............................    (185,389)      90,864      141,947
                                               ----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................     (34,600)     259,606      307,414

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......    (128,964)    (156,500)    (146,933)

DEFERRED SALES CHARGE (Note 5)................     (44,589)     (44,980)     (34,411)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  810, 103 and 49 units, respectively.........    (831,426)    (111,303)     (51,998)
                                               ----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS.........  (1,039,579)     (53,177)      74,072

NET ASSETS AT BEGINNING OF PERIOD.............   3,395,216    3,448,393    3,374,321
                                               ----------------------------------------
NET ASSETS AT END OF PERIOD...................  $2,355,637   $3,395,216   $3,448,393
                                               ========================================
PER UNIT:
  Income distributions during period..........      $48.71       $48.95       $45.02
                                               ========================================
  Net asset value at end of period............   $1,017.55    $1,086.47    $1,068.28
                                               ========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       2,315        3,125        3,228
                                               ========================================

</TABLE>

                       See Notes to Financial Statements.


                                      D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE 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
      accordance with accounting principles generally accepted in the
      United States of America.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities, except that
          value on May 9, 1997 was based upon offer side evaluations at May 7,
          1997 the day prior to the Date of Deposit. Cost of securities at May
          9, 1997 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 2,315 units at Date of Deposit..............    $2,383,751
      Redemptions of units - net cost of 962 units
        redeemed less redemption amounts..................        (1,583)
      Realized gain on securities sold or redeemed........        29,697
      Deferred sales charge...............................      (123,980)
      Interest income on segregated bonds.................        11,596
      Unrealized appreciation of investments..............        47,422
                                                           --------------

      Net capital applicable to Holders...................    $2,346,903
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of April 30, 2000, unrealized appreciation of investments, based
      on cost for Federal income tax purposes, aggregated $$47,422 all of
      which related to appreciated securities. The cost of investment
      securities for Federal income tax purposes was $2,301,712 at
      April 30, 2000.


                                      D - 5
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE 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 $3.35 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 $40.20 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 - 310
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA INTERMEDIATE TRUST (INSURED)
AS OF APRIL 30, 2000

<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 State of California, State Pub.         AAA     $  550,000   4.850%   2008           09/01/07         $  535,942    $  546,612
   Wks. Bd., Lease Rev. Rfdg. Bonds                                                     @ 102.000
   (Dept. of Corrections), Ser. 1997
   D (MBIA Ins.)

 2 The Metropolitan Wtr. Dist. of          AAA        550,000   4.750    2009           07/01/06            525,487       539,550
   Southern California, Wtr. Rev.                                                       @ 102.000
   Rfdg. Bonds, Ser. 1996 B
   (MBIA Ins.)

 3 City and County of San Francisco,       AAA         80,000   5.600    2010(5)        06/15/04             81,422        83,898
   CA, G.O. Bonds (Sch. Dist. Facs.                                                     @ 102.000
   Imp., 1994), Ser. 1996 D (Financial
   Guaranty Ins.)

 4 City of Rancho Mirage, CA, Jt. Pwr.     AAA         45,000   4.200    2000           None                 44,606        45,022
   Fin. Auth., Certs. of Part.,
   (Eisenhower Med. Ctr.) Ser. 1997
   A (MBIA Ins.)(6)

 5 City of Vista, CA, Vista Jt. Pwr.       AAA        510,000   5.300    2010           05/01/07            507,628       518,542
   Fin. Auth., Lease Rev. Rfdg. Bonds,                                                  @ 102.000
   Ser. 1997 (MBIA Ins.)

 6 City of West Covina, CA, Rfdg.          AAA        500,000   5.500    2010           09/01/05            505,845       513,005
   Certs. of Part. (Civic Ctr. Proj.),                                                  @ 102.000
   Ser. 1997 (FSA Ins.)

 7 San Bernardino Jt. Pwrs. Fin.           AAA        100,000   5.500    2010           10/01/05            100,782       102,505
   Auth., CA, Tax Alloc Rfdg. Bonds,                                                    @ 102.000
   Ser. 1995 (FSA Ins.)
                                                 --------------                                        -------------- --------------
TOTAL                                              $2,335,000                                            $2,301,712    $2,349,134
                                                 ==============                                        ============== ==============

</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                      D - 7
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (NEW YORK TRUST),
DEFINED ASSET FUNDS


STATEMENT OF CONDITION
AS OF APRIL 30, 2000

<TABLE>

<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $3,486,455)(Note 1)......................                  $3,393,326
  Accrued interest receivable......................                      53,606
  Accrued interest on segregated bonds.............                       1,278
  Deferred organization costs (Note 5).............                       1,816
                                                                    -----------
              Total trust property.................                   3,450,026

LESS LIABILITIES:
  Accrued expenses...............................   $    3,292
  Advance from Trustee...........................        8,109
  Deferred sales charge (Note 5).................       21,830           33,231
                                                   -------------  -------------

NET ASSETS, REPRESENTED BY:
  3,546 units of fractional undivided
    interest outstanding (Note 3)..................    3,402,907
  Undistributed net investment income..............       13,888
                                                    -------------
                                                                     $3,416,795

                                                                   =============
UNIT VALUE ($3,416,795/3,546 units)................                     $963.56
                                                                   =============

</TABLE>

                       See Notes to Financial Statements.


                                      D - 8

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              May 9,
                                                                               1997

                                                                                 to

                                                Years Ended April 30,      April 30,
                                                 2000         1999             1998
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $215,946     $241,530     $246,389
  Interest income on segregated bonds.......       4,265        6,970        9,556
  Trustee's fees and expenses...............      (5,451)      (5,270)      (6,824)
  Sponsors' fees............................      (1,387)      (2,051)      (2,053)
  Organizational expense....................        (909)        (909)        (909)
                                             -----------------------------------------
  Net investment income.....................     212,464      240,270      246,159
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities
    sold or redeemed........................       6,420       24,490
  Unrealized appreciation (depreciation)
    of investments..........................    (399,319)      93,441      212,749
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (392,899)     117,931      212,749
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(180,435)    $358,201     $458,908
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 9
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                 May 9,
                                                                                  1997
                                                                                    to
                                                  Years Ended April 30,       April 30,
                                                   2000         1999             1998
                                               -----------------------------------------
<S>                                             <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  212,464   $  240,270   $  246,159
  Realized gain on securities
    sold or redeemed..........................       6,420       24,490
  Unrealized appreciation (depreciation)
    of investments............................    (399,319)      93,441      212,749
                                              -----------------------------------------
   Net increase (decrease) in net assets
    resulting from operations.................    (180,435)     358,201      458,908
                                              -----------------------------------------

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................    (207,912)    (232,209)    (221,743)
  Principal...................................        (584)
                                              -----------------------------------------
   Total distributions.........................    (208,496)    (232,209)    (221,743)
                                              -----------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of
  651 and 346 units, respectively.............    (627,234)    (360,629)

DEFERRED SALES CHARGE (Note 5)................     (65,396)     (74,633)     (51,109)
                                              -----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS.........  (1,081,561)    (309,270)     186,056

NET ASSETS AT BEGINNING OF PERIOD.............   4,498,356    4,807,626    4,621,570
                                              -----------------------------------------
NET ASSETS AT END OF PERIOD...................  $3,416,795   $4,498,356   $4,807,626
                                               ========================================
PER UNIT:
  Income distributions during period..........      $52.96       $53.34       $48.81
                                               ========================================
  Principal distributions during period.......       $0.15
                                               ========================================
  Net asset value at end of period............     $963.56    $1,071.80    $1,058.25
                                               ========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       3,546        4,197        4,543
                                               ========================================

</TABLE>

                       See Notes to Financial Statements.


                                     D - 10
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (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
      accordance with accounting principles generally accepted in the
      United States of America.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities, except that
          value on May 9, 1997 was based upon offer side evaluations at May 7,
          1997 the day prior to the Date of Deposit. Cost of securities at May
          9, 1997 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 3,546 units at Date of Deposit..............    $3,607,327
      Redemptions of units - net cost of 997 units
        redeemed less redemption amounts..................        28,730
      Realized gain on securities sold or redeemed........        30,910
      Principal distributions.............................          (584)
      Deferred sales charge...............................      (191,138)
      Interest income on segregated.......................        20,791
      Net unrealized depreciation of investments..........       (93,129)
                                                           --------------

      Net capital applicable to Holders...................    $3,402,907
                                                           ==============

</TABLE>

  4.  INCOME TAXES

      As of April 30, 2000, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $93,129, of which
      $1,402 related to appreciated securities and $94,531 related to
      depreciated securities. The cost of investment securities for Federal
      income tax purposes was $3,486,455 at April 30, 2000.


                                     D - 11
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (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 - 12
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST (INSURED)
AS OF APRIL 30, 2000

<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 New York Local Gov'T Asst. Corp.        AAA       $  700,000   5.000%   2023         04/01/04         $  629,685    $  606,347
   (Pub. Benefit Corp. of the State                                                    @ 100.000
   of NY), Ser. 1993 D (MBIA Ins.)

 2 New York State Medical Care             AAA          410,000   6.000    2035         02/15/05            412,964       408,409
   Facilities Finance Agency,                                                          @ 102.000
   Montefiore Medical Center, FHA Ins.
   Mortgage Revenue Bonds, Ser. 1995
   A (AMBAC Ins.)

 3 The Trust For Cultural Resources of     AAA          500,000   5.800    2026         07/01/06            501,855       491,495
   The City of New York, NY, Rev. Bonds                                                @ 101.000
   (The New York Botanical Garden),
   Ser. 1996 (MBIA Ins.)

 4 Dormitory Authority of New York         AAA          425,000   5.750    2026        07/01/07             425,000       415,403
   State Siena College, Ins. Revenue                                                  @ 102.000
   Bonds (MBIA Ins.)

 5 New York City Educl. Construction       AAA          410,000   5.500    2026         04/01/06            398,422       386,786
   Funds, NY, Jr. Sub. Rev. Bonds,                                                     @ 102.000
   Ser. 1996 (AMBAC Ins.)

 6 New York State Urban Dev. Corp.,        AAA          435,000   5.375    2025         01/01/06            415,403       400,709
   Corr. Cap. Facs. Rev. Bonds, Ser.                                                   @ 102.000
   6 (AMBAC Ins.)

 7 Dormitory Auth. of the State of        AAA           40,000   5.750    2024(5)      05/15/04             39,728        41,130
   New York, NY, State Univ. Educl.                                                    @ 100.000
   Facs. Rev. Bonds, Ser. 1994 B
   (Financial Guaranty Ins.)

 8 Water Auth. of Western Nassau           AAA          600,000   5.650    2026         05/01/06            595,758       577,860
   Cnty., NY, Wtr. Sys. Rev. Bonds,                                                    @ 102.000
   Ser. 1996 (AMBAC Ins.)

</TABLE>


                                     D - 13
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST (INSURED)
AS OF APRIL 30, 2000
<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>
 9 Commonwealth of Puerto Rico, Pub.       AAA       $   65,000   5.900%   2000         None             $   67,640    $   65,187
   Imp. Bonds (G.O. Bonds), Ser. 1992
   (AMBAC Ins.)(6)


                                                   --------------                                      -------------- --------------
TOTAL                                                $3,585,000                                          $3,486,455    $3,393,326
                                                   ==============                                      ============== ==============

</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                     D - 14
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF APRIL 30, 2000

<TABLE>

<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $2,824,698)(Note 1)......................                  $2,766,786
  Accrued interest receivable......................                      51,235
  Accrued interest on segregated bonds.............                         927
  Deferred organizational costs (Note 6)...........                       1,413
                                                                    -----------

              Total trust property.................                   2,820,361

LESS LIABILITIES:
  Accrued expenses.................................   $    2,862
  Advance from Trustee.............................       14,634
  Deferred sales charge (Note 5)...................       19,069         36,565
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  2,899 units of fractional undivided
    interest outstanding (Note 3)..................    2,772,294
  Undistributed net investment income..............       11,502
                                                   --------------
                                                                     $2,783,796

                                                                   =============
UNIT VALUE ($2,783,796/2,899 units)................                     $960.26
                                                                   =============

</TABLE>

                       See Notes to Financial Statements.


                                     D - 15
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                              May 9,
                                                                               1997

                                                                                 to

                                                Years Ended April 30,      April 30,
                                                 2000         1999             1998
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $163,987     $174,640     $184,518
  Interest income on segregated bonds.......       2,548        4,623        6,800
  Trustee's fees and expenses...............      (4,745)      (4,251)      (3,608)
  Sponsors' fees............................      (1,142)      (1,552)      (1,590)
  Organizational expenses...................        (706)        (706)        (706)
                                             -----------------------------------------
  Net investment income.....................     159,942      172,754      185,414
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    or redeemed.............................       3,962       15,642       15,172
  Unrealized appreciation (depreciation)
    of investments..........................    (272,958)      59,719      155,327
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (268,996)      75,361      170,499
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(109,054)    $248,115     $355,913
                                             =========================================

</TABLE>
                       See Notes to Financial Statements.


                                     D - 16
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                 May 9,
                                                                                  1997

                                                                                    to

                                                  Years Ended April 30,       April 30,
                                                   2000         1999             1998
                                               -----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  159,942   $  172,754   $  185,414
  Realized gain on securities sold
    or redeemed...............................       3,962       15,642       15,172
  Unrealized appreciation (depreciation)
    of investments............................    (272,958)      59,719      155,327
                                               -----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................    (109,054)     248,115      355,913

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......    (157,189)    (166,796)    (167,034)

DEFERRED SALES CHARGE (Note 5)................     (45,791)     (52,283)     (49,950)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  123, 206 and 303 units, respectively........    (116,584)    (214,752)    (313,008)
                                               -----------------------------------------
NET DECREASE IN NET ASSETS....................    (428,618)    (185,716)    (174,079)

NET ASSETS AT BEGINNING OF PERIOD.............   3,212,414    3,398,130    3,572,209
                                               -----------------------------------------
NET ASSETS AT END OF PERIOD...................  $2,783,796   $3,212,414   $3,398,130
                                               =========================================
PER UNIT:
  Income distributions during period..........      $52.41       $52.28       $48.30
                                               =========================================
  Net asset value at end of period............     $960.26    $1,063.01    $1,052.70
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       2,899        3,022        3,228
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 17
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (PENNSYLVANIA 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
      accordance with accounting principles generally accepted in the
      United States of America.

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities, except that
          value on May 9, 1997 was based upon offer side evaluations at May 7,
          1997 the day prior to the Date of Deposit. Cost of securities at May
          9, 1997 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 2,899 units at Date of Deposit..............    $2,932,834
      Redemptions of units - net cost of 632 units
        redeemed less redemption amounts..................        (3,351)
      Realized gain on securities sold or redeemed........        34,776
      Deferred sales charge...............................      (148,024)
      Interest income on segregated bonds.................        13,971
      Net unrealized depreciation of investments..........       (57,912)
                                                           --------------

      Net capital applicable to Holders...................    $2,772,294
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of April 30, 2000, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $57,912, of
      which $13,814 related to appreciated securities and $71,726 related to
      depreciated securities. The cost of investment securities for Federal
      income tax purposes was $2,824,698 at April 30, 2000.


                                     D - 18
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (PENNSYLVANIA 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 - 19
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310
DEFINED ASSET FUNDS

PORTFOLIO OF THE PENNSYLVANIA TRUST (INSURED)
AS OF APRIL 30, 2000

<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 Allegheny Cnty. Hosp. Dev. Auth.,       AAA       $  465,000   5.375%   2025         12/01/05         $  440,657    $  419,360
   PA, Hlth. Ctr. Rev. Bonds (Univ. of                                                  @ 102.000
   Pittsburgh Med. Ctr. Sys.), Ser.
   1995 (MBIA Ins.)

 2 Delaware Cnty. Auth., PA, Rev.          AAA          425,000   5.500    2020         12/01/06            411,498       399,411
   Bonds (Elwyn, Inc. Proj.), Ser.                                                      @ 101.000
   1996 (Connie Lee Ins.)

 3 Erie Cnty. Sewer Auth., PA, Swr.        AAA           50,000   4.450    2000         None                 49,856        50,004
   Rev. Bonds, Ser. 1997 (AMBAC
   Ins.)(6)

 4 Delaware Cnty. Auth., PA, Coll.         AAA          245,000   5.625    2025(5)      10/01/05            240,722       251,252
   Rev. Bonds (Neumann Coll.) Ser.                                                      @ 100.000
   1995 (Connie Lee Ins.)

 5 Lehigh Cnty PA, Indl. Dev. Auth.,       AAA          500,000   5.500    2027         02/15/04            478,800       463,635
   Poll. Ctl. Rev. Rfdg. Bonds                                                          @ 102.000
   (Pennsylvania Pwr and Lt. Co.
   Proj.), Ser 1994 A (MBIA Ins.)

 6 Northeastern Pennsylvania Hosp.         AAA          395,000   5.250    2026         01/01/07            367,390       348,441
   and Educ. Auth., Hlth. Care Rev.                                                     @ 102.000
   Bonds (Wyoming Valley Hlth. Care
   Issue), Ser. 1996 A (AMBAC Ins.)

 7 Pennsylvania Higher Educl. Fac.         AAA          400,000   5.875    2021         06/15/06            403,476       399,248
   Auth. Rev. Bonds (Commonwealth of                                                    @ 100.000
   Pennsylvania), State Sys. of Higher
   Educ., Ser. N (MBIA Ins.)

</TABLE>


                                     D - 20
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310
DEFINED ASSET FUNDS

PORTFOLIO OF THE PENNSYLVANIA TRUST (INSURED)
AS OF APRIL 30, 2000

<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 The Hospitals and Higher Educ. Fac.     AAA       $  435,000   5.750%   2019         01/01/05         $  432,299    $  435,435
   Auth. of Philadelphia, PA, Hosp.                                                     @ 102.000
   Rev. Bonds (Frankford Hosp.), Ser.
   1995 A (Connie Lee Ins.)

                                                    --------------                                     -------------- --------------
TOTAL                                                $2,915,000                                          $2,824,698    $2,766,786
                                                    ==============                                     ============== ==============

</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                     D - 21
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 310 (CALIFORNIA INTERMEDIATE, NEW YORK AND PENNSYLVANIA
TRUSTS)
DEFINED ASSET FUNDS


NOTES TO PORTFOLIOS
AS OF APRIL 30, 2000

   (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) Insured by AAA-rated 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).

   (5) Bonds with aggregate face amounts of $80,000, $40,000 and $245,000
       for the California, New York, and Pennsylvania Trusts, respectively,
       have been pre-refunded and are expected to be called for redemption on
       the optional redemption provision dates shown.

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


                                     D - 22
<PAGE>
              Defined
            Asset Funds-Registered Trademark-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--310
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.
                                         333-23335) 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.
                                                                     11552--7/00
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

    This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:

    The facing sheet of Form S-6.

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

    The Prospectus.

    The Signatures.

The following exhibits:

    1.1.1 -- Form of Standard Terms and Conditions of Trust Effective as of
            October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
            Registration Statement of Municipal Investment Trust Fund,
            Multistate Series--48, 1933 Act File No. 33-50247).

    1.11.1-- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
            1.11.1 to the Post Effective Amendment No. 8 to the Registration
            Statement of Municipal Investment Trust Fund, Insured Series 186,
            1933 Act File No. 33-49159).

    1.11.2-- Municipal Investment Trust Fund Code of Ethics (incorporated by
            reference to Exhibit 1.11.2 to the Post Effective Amendment No. 8 to
            the Registration Statement of Municipal Investment Trust Fund,
            Insured Series 186, 1933 Act File No. 33-49159).

    4.1  --Consent of the Evaluator.

    5.1  --Consent of independent accountants.

    9.1  -- Information Supplement (incorporated by reference to Post-Effective
           Amendment No. 1 to Exhibit 9.1 to the Registration Statement of
           Municipal Investment Trust Fund, Multistate Series--409, 1933 Act
           File No. 333-81777).

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--310
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--310, DEFINED ASSET FUNDS,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 12TH DAY OF
JULY, 2000.

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

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

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

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

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

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under
  the Board of Directors of Merrill         Form SE and the following 1933 Act
  Lynch, Pierce,                            File
  Fenner & Smith Incorporated:              Number: 333-70593
</TABLE>

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

     By JAY M. FIFE
       (As authorized signatory for Merrill Lynch, Pierce,
       Fenner & Smith Incorporated and
       Attorney-in-fact for the persons listed above)

                                      R-3
<PAGE>
                           SALOMON SMITH BARNEY INC.
                                   DEPOSITOR

<TABLE>
<S>                                                           <C>
By the following persons, who constitute a majority of        Powers of Attorney
  the Board of Directors of Salomon Smith Barney Inc.:          have been filed
                                                                under the 1933 Act
                                                                File Numbers:
                                                                333-63417 and
                                                                333-63033
</TABLE>

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                                                     <C>
By the following persons, who constitute a majority of                  Powers of Attorney
  the Board of Directors of Prudential Securities                         have been filed
  Incorporated:                                                           under Form SE and
                                                                          the following 1933
                                                                          Act File Numbers:
                                                                          33-41631 and
                                                                          333-15919
</TABLE>

     ROBERT C. GOLDEN
     ALAN D. HOGAN
     A. LAURENCE NORTON, JR.
     LELAND B. PATON
     VINCENT T. PICA II
     MARTIN PFINSGRAFF
     HARDWICK SIMMONS
     LEE B. SPENCER, JR.
     BRIAN M. STORMS

     By RICHARD R. HOFFMANN
       (As authorized signatory for Prudential Securities
       Incorporated and Attorney-in-fact for the persons
       listed above)

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  the Board of Directors of PaineWebber     under
  Incorporated:                             the following 1933 Act File
                                            Number: 33-55073
</TABLE>

     MARGO N. ALEXANDER
     TERRY L. ATKINSON
     BRIAN M. BAREFOOT
     STEVEN P. BAUM
     MICHAEL CULP
     REGINA A. DOLAN
     JOSEPH J. GRANO, JR.
     EDWARD M. KERSCHNER
     JAMES P. MacGILVRAY
     DONALD B. MARRON
     ROBERT H. SILVER
     MARK B. SUTTON

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039, 333-47553 and 333-89045
</TABLE>

     BRUCE F. ALONSO
     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     JOHN J. MACK
     MITCHELL M. MERIN
     STEPHEN R. MILLER
     PHILIP J. PURCELL
     JOHN H. SCHAEFER
     THOMAS C. SCHNEIDER
     ALAN A. SCHRODER
     ROBERT G. SCOTT

     By MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7



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