MUNICIPAL INVESTMENT TR FD MULTISTATE SER 311 DEF ASSET FDS, 485BPOS, 1998-07-08

MUNICIPAL INVESTMENT TR FD MULTISTATE SER 311 DEF ASSET FDS
485BPOS, 1998-07-08

Previous: MUNICIPAL INVESTMENT TR FD MULTISTATE SER 310 DEF ASSET FDS, 485BPOS, 1998-07-08

Next: CVF CORP, 10QSB/A, 1998-07-08

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1998

REGISTRATION NO. 333-24529
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-6

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

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

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

A. EXACT NAME OF TRUST:

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--311
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. ROBERT E. HOLLEY LAURIE A. HESSLEIN
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

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 11, 1998.

Check box if it is proposed that this filing will become effective on July 17,
1998 pursuant to paragraph (b) of Rule 485. / x /

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

<PAGE>
DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------

MUNICIPAL INVESTMENT This Defined Fund consists of fixed portfolios of
TRUST FUND long-term bonds issued by a single state and its
MULTISTATE SERIES-- 311 local governments and authorities or by certain
(UNIT INVESTMENT U.S. territories or possessions. Each Trust is
TRUSTS) formed to provide interest income which in the
- ------------------------------opinion of bond or local counsel is, with certain
/ / DESIGNED FOR exceptions, exempt from federal income taxes and
TAX-FREE INCOME from certain state and local taxes of the State
/ / DEFINED PORTFOLIOS OF for which the Trust is named but may be subject to
MUNICIPAL BONDS other state and local taxes. There is no assurance
/ / MONTHLY INCOME that this objective will be met because it is
CALIFORNIA INSURED TRUST subject to the continuing ability of issuers of
CONNECTICUT TRUST the bonds to meet their principal and interest
FLORIDA INSURED TRUST requirements. Furthermore, the market value of the
NEW JERSEY INSURED TRUST bonds, and therefore the value of the Units, will
NEW YORK TRUST fluctuate with changes in interest rates and other
factors.
Minimum Purchase: One Unit

-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------------
SPONSORS: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Merrill Lynch, UNLESS ACCOMPANIED BY MUNICIPAL INVESTMENT TRUST
Pierce, Fenner & Smith FUND PROSPECTUS PART B.
Incorporated INVESTORS SHOULD READ BOTH PARTS OF THIS
Smith Barney Inc. PROSPECTUS CAREFULLY AND RETAIN THEM FOR FUTURE
Prudential Securities REFERENCE.
Incorporated INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
Dean Witter Reynolds Inc. 1-800-323-1508.
PaineWebber Incorporated PROSPECTUS PART A DATED JULY 17, 1998.

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

Defined Asset FundsSM
Defined Asset Funds are America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over the last 25 years. Each Defined
Asset Fund is a portfolio of preselected securities. Each portfolio is divided
into 'units' representing equal shares of the underlying assets. Each unit
receives an equal share of income and principal distributions.

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

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

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

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

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

INVESTMENT OBJECTIVE

To provide interest income exempt from federal income taxes through investment
in a fixed portfolio consisting primarily of municipal bonds issued by or on
behalf of a single state and its local governments and authorities. Units may
also be exempt from certain state and local taxes for residents of the State.

DIVERSIFICATION

Each Portfolio contains a number of different bond issues. Spreading your
investment among different issuers reduces your risk, but does not eliminate it,
especially since each Portfolio contains bonds of only one State. Because of
maturities, sales or other dispositions of bonds, the size, composition and
return of the Portfolio will change over time. The Fund was created May 15,
1997. The information in this prospectus is as of April 30, 1998, the evaluation
date.
- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------

PROFESSIONAL SELECTION AND SUPERVISION

Each Portfolio contains a variety of bonds selected by experienced buyers. The
Fund is not actively managed; however, it is regularly reviewed and a bond can
be sold if retaining it is considered detrimental to investors' interests.

MONTHLY INTEREST INCOME--TAX-FREE TO ELIGIBLE INVESTORS

Each Portfolio pays monthly income, even though the bonds generally pay interest
semi-annually.

INSURANCE

The bonds included in certain Trusts may be insured. This insurance guarantees
the timely payment of principal and interest on the bonds, but does not
guarantee the value of the bonds or the units. Insurance may not cover
accelerated payments of principal or any increase in interest payments or
premiums payable on mandatory redemptions, including if interest on a bond is
determined to be taxable. (See Bonds Backed by Letters of Credit or Insurance in
Part B).

BOND CALL FEATURES

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

A-2
<PAGE>
CALL PROTECTION

Although many bonds are subject to optional refunding or call provisions, we
selected bonds with call protection. This call protection means that any bond in
a Portfolio generally cannot be called for a number of years after the initial
date of deposit (which was May 15, 1997) and thereafter at a declining premium
over par.

TAX INFORMATION

Based on the opinion of bond or local counsel, interest income from the bonds
held by this Fund is generally 100% exempt under existing laws from federal
income tax and from certain state and local personal income taxes for residents
of a particular State. Any gain on a disposition of the underlying bonds or
units will be subject to tax.

Non-corporate investors who have held their pro rata portions of bonds for more
than 18 months may be entitled to a 20% maximum federal tax rate for gains from
the sale of these bonds or corresponding units. Investors should consult their
tax advisers in this regard.
- ----------------------------------------------------------------
Defining Your Investment
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE

The Public Offering Price as of the evaluation date, is based on the aggregate
bid side value of the underlying bonds in the Portfolio, divided by the number
of units outstanding, plus a combination of up-front and deferred sales charges.
The Public Offering Price on any subsequent date will vary. An amount equal to
principal cash, if any, as well as net accrued but undistributed interest on the
unit is added to the Public Offering Price. The underlying bonds are evaluated
by an independent evaluator at 3:30 p.m. Eastern time on every business day.

REINVESTMENT OPTION

You can elect to automatically reinvest your distributions into a separate
portfolio of municipal bonds that earn income free from regular federal income
tax. Most or all of the bonds in that portfolio, however, will not be insured or
exempt from state and local taxes. Reinvesting helps to compound your income
free of federal income taxes.

PRINCIPAL DISTRIBUTIONS

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

REDEEMING OR SELLING YOUR INVESTMENT

You may redeem or sell your units at any time. Your price is based on the Fund's
then current net asset value (based on the lower, bid side evaluation of the
bonds, as determined by an independent evaluator), plus principal cash, if any,
as well as accrued interest. If you redeem or sell your Units before the final
deferred sales charge installment deduction, you will pay the remaining balance
of the deferred sales charge.
- ----------------------------------------------------------------
Defining Your Risks
- ----------------------------------------------------------------

RISK FACTORS

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

In addition, each Portfolio has fewer bond issues than a national fund, and is
concentrated in bonds of issuers located in only one State. There may be
additional risk from decreased diversification as well as from factors
particular to that State.

A-3
<PAGE>

- --------------------------------------------------------------------------------
Defined California Insured Trust
- --------------------------------------------------------------------------------

PORTFOLIO DIVERSIFICATION

The Portfolio contains 8 California bonds and 1 Puerto Rico bond.

TYPES OF BONDS

The Portfolio consists of municipal bonds of the following types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / General Obligation 30%
/ /Hospitals/Nursing Homes/Mental
Health Facilities 15%
/ / Lease Rental Appropriation 26%
/ / Municipal Water/Sewer Utilities 25%
/ / State/Local Municipal
Combined Utilities 4%

INSURANCE

The approximate percentage of the aggregate face amount of the Portfolio insured
by each insurance company is:

AMBAC Indemnity Corporation 1%
Financial Guaranty Insurance Company 25%
Financial Security Assurance Inc. 13%
MBIA Insurance Corporation 61%

RISK FACTORS

The Portfolio is concentrated in Lease Rental Appropriation and Municipal
Water/Sewer Utility bonds and is therefore dependent to a significant degree on
revenues generated from those particular activities. The Portfolio is also
concentrated in General Obligation bonds. (See Risk Factors in Part B.) The
Portfolio is also concentrated in bonds of California issuers and is subject to
additional risk from decreased diversification as well as from factors that may
be particular to California, which are briefly described on the following page.

PREMIUM AND DISCOUNT ISSUES

On the evaluation date, 89% of the bonds were valued at a premium over par and
11% at a discount from par (see Risk Factors in Part B).

TERMINATION DATE

The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 97% of the face amount of bonds
deposited.
- ----------------------------------------------------------------
Defining Your Income
- ----------------------------------------------------------------

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: $ 4.43
Annual Income per unit: $ 53.24

These figures are estimates determined as of the evaluation date and actual
payments may vary.

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER UNIT $1,057.01

The Public Offering Price as of April 30, 1998, the evaluation date, is based on
the aggregate bid side value of the underlying bonds in the Fund ($5,094,194),
divided by the number of units outstanding (4,872), plus an upfront sales charge
of 1.08% of the Public Offering Price (1.138% of the value of the underlying
bonds excluding the short-term bonds segregated to fund the deferred sales
charge). The Public Offering Price on any subsequent date will vary. An amount
equal to principal cash, if any, as well as net accrued but undistributed
interest on the units is added to the Public Offering Price. The underlying
bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern time on
every business day thereafter.

The per unit bid side redemption and secondary market repurchase price as of the
evaluation date was $1,045.61 ($11.40 less than the Public Offering Price) less
any uncollected deferred sales charge.

SALES CHARGES

Your sales charge is a combination of up-front and deferred charges. During the
first three years of the Fund a deferred sales charge of $3.35 will be deducted
quarterly (February, May, August and November) for a total of approximately
$40.20. This deferred sales charge will be paid from interest on the short-term
bonds in the Portfolio and proceeds from the periodic sale or maturity of those
bonds. Interest on these short term bonds is not included in the Fund's return
figures. Units purchased in the secondary market may have a portion of the sales
charge included upfront. The upfront sales charge will increase by .335% per
unit as the number of remaining deferred sales charge installments decreases.
(This up-front sales charge is not applied to the bonds reserved to pay the
remaining deferred sales charge.) (See How to Buy Units in Part B.)

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

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

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES

Per Unit
--------------
Trustee's Fee $ 0.72
Portfolio Supervision and Bookkeeping Fees $ 0.46
Evaluator's Fee $ 0.27
Organizational Expenses $ 0.20
Other Operating Expenses $ 0.60
--------------
TOTAL $ 2.25

A-4
<PAGE>
- --------------------------------------------------------------------------------
California Taxes and Risks
- --------------------------------------------------------------------------------

CALIFORNIA RISK FACTORS

From the latter years of the 1980s through fiscal year 1992-1993,
California weathered a turbulent period of repeated budgetary imbalance. Even as
rapid population growth escalated the demand for government services, an
economic recession ravaged the State's revenue base and drove expenditures above
budget appropriations.

Bolstered by strengthening revenues, reduced caseload growth and an
improving economy, the State has begun to experience some relief from the
serious budgetary pressures that characterized a significant portion of the
decade. Reflecting the belief shared by many analysts that the California
economy would remain strong, the 1997-1998 Budget Act allocated a State budget
of some $66.9 billion. The Budget Act contains no tax increases and no tax
reductions.

Nonetheless, the State's budgetary fortunes continue to be subject to
unforeseeable events. In December, 1994, for example, Orange County, California
and its Investment Pool filed for bankruptcy. A plan of adjustment has been
approved by the court and became effective under which all non-municipal
creditors are to be paid in full. However, the ultimate financial impact on the
County and the State cannot be predicted with any certainty. In addition,
constant fluctuations in other factors affecting the State -- including health
and welfare caseloads, property tax receipts, federal funding and extraordinary
expenditures related to natural disasters -- will undoubtedly create new budget
challenges.

Furthermore, certain California constitutional amendments, legislative
measures, executive orders, administrative regulations and voter initiatives
could produce the adverse effects on the California economy. Among these are
measures that have established tax, spending or appropriations limits and
prohibited the imposition of certain new taxes, authorized the transfers of tax
liabilities and reallocations of tax receipts among governmental entities and
provided for minimum levels of funding.

Finally, certain bonds in the Trust may be subject to provisions of
California law that could adversely affect payments on those bonds or limit the
remedies available to bondholders. Among these are bonds of health care
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 beneficiaries, and bonds secured by liens on real property.

In addition, the California Supreme Court has recently accepted for review
a case challenging lease revenue financing of the type represented by bonds in
the California Trust.

General obligation bonds of the State of California are currently rated A1
by Moody's and A+ by Standard & Poor's.

CALIFORNIA TAXES

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

The Trust is neither a business trust nor an association taxable as a
corporation for California tax purposes. Each holder will be considered the
owner of a pro rata portion of the Trust Fund and will be deemed to receive his
pro rata portion of the income therefrom. To the extent interest on the Debt
Obligations is exempt from California personal income taxes, said interest is
similarly exempt from California personal income taxes in the hands of the
holders, except to the extent such holders are banks or corporations subject to
the California franchise tax. Holders will be subject to California income tax
on any gain on the disposition of all or part of his pro rata portion of a Debt
Obligation in the Trust Fund. A holder will be considered to have disposed of
all or part of his pro rata portion of each Debt Obligation when he sells or
redeems all or some of his Units. A holder will also be considered to have
disposed of all or part of his pro rata portion of a Debt Obligation when all or
part of the Debt Obligation is sold by the Trust Fund or is redeemed or paid at
maturity. The Debt Obligations and the Units are not taxable under the
California personal property tax law.

A-5
<PAGE>

- --------------------------------------------------------------------------------
Defined Connecticut Trust
- --------------------------------------------------------------------------------

PORTFOLIO DIVERSIFICATION

The Portfolio contains 7 Connecticut bonds and 4 Puerto Rico bonds.

TYPES OF BONDS

The Portfolio consists of municipal bonds of the following types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Airports/Ports/Highways 7%
/ / General Obligation 3%
/ /Hospitals/Nursing Homes/Mental
Health Facilities 29%
/ / Housing 15%
/ / Lease Rental Appropriation 1%
/ / Special Tax Issues 1%
/ / Universities/Colleges 15%
/ / Miscellaneous 29%

RATED A OR BETTER

Each bond included in the Portfolio is rated investment grade. Each bond has
been selected by investment professionals from among available bonds rated A or
better by a nationally recognized rating organization. (See Bond Portfolio
Selection in Part B.)

Approximately 78% of the bonds included in the Portfolio are insured.

RISK FACTORS

The Portfolio is concentrated in Hospital/Nursing Home/Mental Health Facility
bonds and is therefore dependent to a significant degree on revenues generated
from those particular activities. (See Risk Factors in Part B.) The Portfolio is
also concentrated in bonds of Connecticut issuers and is subject to additional
risk from decreased diversification as well as from factors that may be
particular to Connecticut, which are briefly described on the following page.

PREMIUM AND DISCOUNT ISSUES

On the evaluation date, 78% of the bonds were valued at a premium over par and
22% at a discount from par (see Risk Factors in Part B).

TERMINATION DATE

The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 101% of the face amount of bonds
deposited.
- ----------------------------------------------------------------
Defining Your Income
- ----------------------------------------------------------------

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: $ 4.39
Annual Income per unit: $ 52.73

These figures are estimates determined as of the evaluation date and actual
payments may vary.

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER UNIT $1,061.13

The Public Offering Price as of April 30, 1998, the evaluation date, is based on
the aggregate bid side value of the underlying bonds in the Fund ($3,433,942),
divided by the number of units outstanding (3,281), plus an upfront sales charge
of 1.08% of the Public Offering Price (1.138% of the value of the underlying
bonds excluding the short-term bonds segregated to fund the deferred sales
charge). The Public Offering Price on any subsequent date will vary. An amount
equal to principal cash, if any, as well as net accrued but undistributed
interest on the units is added to the Public Offering Price. The underlying
bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern time on
every business day thereafter.

The per unit bid side redemption and secondary market repurchase price as of the
evaluation date was $1,049.66 ($11.47 less than the Public Offering Price) less
any uncollected deferred sales charge.

SALES CHARGES

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES

Per Unit
---------------
Trustee's Fee $ 0.72
Portfolio Supervision and Bookkeeping Fees $ 0.46
Evaluator's Fee $ 0.40
Organizational Expenses $ 0.20
Other Operating Expenses $ 0.84
---------------
TOTAL $ 2.62

A-6
<PAGE>
- --------------------------------------------------------------------------------
Connecticut Taxes and Risks
- --------------------------------------------------------------------------------

CONNECTICUT RISK FACTORS

The State of Connecticut and various of its municipalities are challenged
by financial difficulties. For the four fiscal years ended June 30, 1991, the
General Fund experienced operating deficits, but for the six fiscal years ended
June 30, 1997, the General Fund recorded operating surpluses based on its
budgetary method of accounting. The State's General Fund expenditures and
revenues are budgeted to be approximately $9,550,000,000 and $9,700,000 for the
1997-98 and 1998-9 fiscal years, respectively, an increase of more than 35% from
the budgeted expenditures for the 1991-92 fiscal year. In 1991, legislation was
enacted by the State authorizing the State Treasurer to issue Economic Recovery
Notes to fund the General Fund's accumulated deficit. The notes were to be
payable no later than June 30, 1996, but payment of the remaining notes
scheduled to be paid during the 1995-96 fiscal year was rescheduled to be made
over the four fiscal years ending June 30, 1999.

Manufacturing was historically the most important economic activity within
Connecticut but, in terms of number of persons employed, has steadily declined
in the last ten years. Defense-related business has typically represented a
relatively high proportion of the manufacturing sector, but reductions in
defense spending now underway threaten to have a substantial and permanent
adverse impact on Connecticut's economy. While unemployment in Connecticut as a
whole has generally remained below the national level, certain geographic areas
in the State have been affected by high unemployment and poverty.

The tax revenues of Connecticut municipalities are derived only from ad
valorem taxes on real and tangible personal property. Problems inherent with
these impose practical limitations on the ability of Connecticut municipalities
to raise additional tax revenues. Certain Connecticut municipalities have
experienced severe fiscal difficulties and have reported operating and
accumulated deficits. The most vulnerable of these has been the City of
Bridgeport, which filed a bankruptcy petition in 1991. Although the State
opposed the petition, the United States Bankruptcy Court for the District of
Connecticut held that Bridgeport had the authority to file such a petition, but
State law now prohibits such filing without the prior written consent of the
Governor. The U.S. Census Bureau reports that, at the time of the 1990 census,
Connecticut's capital city of Hartford was the eighth poorest city in the nation
based on the percentage of its residents living in poverty; the same report
indicates that four of Connecticut's largest cities ranked among the 130 poorest
cities in the nation by the same measure.

The State and various municipalities are dependent in part on federal aid,
and the municipalites are also dependent in part on State aid. The impact of
political decisions or of necessity on the continuing availability of such aid
could have an adverse effect on the State and its municipalities in the future.

General obligation bonds of Connecticut are rated AA-by Standard & Poor's,
Aa3 by Moody's, and AA by Fitch.

CONNECTICUT TAXES

In the opinion of Day, Berry & Howard, special counsel on Connecticut tax
matters, which is based explicitly on the opinion of Davis Polk & Wardwell
regarding Federal income tax matters, under existing Connecticut law:

1. The Connecticut Trust is not subject to any tax on or measured by net
income imposed by the State of Connecticut.

2. Interest income of the Connecticut Trust from Debt Obligations issued by
or on behalf of the State of Connecticut, any political subdivision thereof, or
public instrumentality, state or local authority, district, or similar public
entity created under the laws of the State of Connecticut ('Connecticut Debt
Obligations'), or from Debt Obligations issued by United States territories or
possessions the interest on which Federal law would prohibit Connecticut from
taxing if received directly by a Holder, is not taxable under the Connecticut
tax on the Connecticut taxable income of individuals, trusts, and estates (the
'Connecticut Income Tax'), when any such interest is received by the Connecticut
Trust or distributed by it to such a Holder.

3. Gains and losses recognized by a Holder for Federal income tax purposes
upon the maturity, redemption, sale, or other disposition by the Connecticut
Trust of a Debt Obligation held by the Connecticut Trust or upon the redemption,
sale, or other disposition of a Unit of the Connecticut Trust held by a Holder
are taken into account as gains or losses, respectively, for purposes of the
Connecticut Income Tax, except that, in the case of a Holder holding a Unit of
the Connecticut Trust as a capital asset, such gains and losses recognized upon
the maturity, redemption, sale, or exchange of a Connecticut Debt Obligation
held by the Connecticut Trust are excluded from gains and losses taken into
account for purposes of such tax and no opinion is expressed as to the treatment
for purposes of such tax of gains and losses recognized, to the extent
attributable to Connecticut Debt Obligations, upon the redemption, sale, or
other disposition by a Holder of a Unit of the Connecticut Trust held by him.

A-7
<PAGE>
4. The portion of any interest income or capital gain of the Connecticut
Trust that is allocable to a Holder that is subject to the Connecticut
corporation business tax is includable in the gross income of such Holder for
purposes of such tax.

5. An interest in a Unit of the Connecticut Trust that is owned by or
attributable to a Connecticut resident at the time of his death is includable in
his gross estate for purposes of the Connecticut succession tax and the
Connecticut estate tax.

Generally a Holder recognizes gain or loss for purposes of the Connecticut
Income Tax to the same extent as the Holder recognizes gain or loss for Federal
income tax purposes. Ordinarily this would mean that gain or loss would be
recognized by a Holder upon the maturity, redemption, sale, or other disposition
by the Connecticut Trust of a Debt Obligation held by it, or upon the
redemption, sale, or other disposition of a Unit of the Connecticut Trust held
by the Holder. However, gains and losses from the sale or exchange of
Connecticut Debt Obligations held as capital assets are not taken into account
for purposes of this tax. Regulations indicate that this rule would apply to
gain or loss recognized by a Holder holding a Unit of the Connecticut Trust as a
capital asset upon the maturity, redemption, sale, or other disposition of a
Connecticut Debt Obligation held by the Connecticut Trust. However, it is not
clear whether this rule would also apply, to the extent attributable to
Connecticut Debt Obligations held by the Connecticut Trust, to gain or loss
recognized by a Holder upon the redemption, sale, or other disposition of a Unit
of the Connecticut Trust held by the Holder.

In 1993, Connecticut enacted the net Connecticut minimum tax, which is
applicable to individuals, trusts, and estates that are subject to the
Connecticut Income Tax and required to pay the Federal alternative minimum tax.
Income of the Connecticut Trust that is subject to the Federal alternative
minimum tax in the case of such a Holder, other than interest from Connecticut
Debt Obligations or from Debt Obligations of United States territories or
possessions that Federal law would prohibit Connecticut from taxing if received
directly by the Holder, could cause the Holder to be liable for the net
Connecticut minimum tax.

Holders are urged to consult their own tax advisors concerning these
matters.

A-8
<PAGE>

- --------------------------------------------------------------------------------
Defined Florida Insured Trust
- --------------------------------------------------------------------------------

PORTFOLIO DIVERSIFICATION

The Portfolio contains 8 Florida bonds and 2 Puerto Rico bonds.

TYPES OF BONDS

The Portfolio consists of municipal bonds of the following types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Airports/Ports/Highways 14%
/ / General Obligation 30%
/ /Hospitals/Nursing Homes/Mental
Health Facilities 27%
/ / Lease Rental Appropriation 1%
/ / Special Tax Issues 14%
/ / Miscellaneous 14%

INSURANCE

The approximate percentage of the aggregate face amount of the Portfolio insured
by each insurance company is:

AMBAC Indemnity Corporation 16%
Financial Guaranty Insurance Company 14%
MBIA Insurance Corporation 70%

RISK FACTORS

The Portfolio is concentrated in Hospital/Nursing Home/Mental Health Facility
bonds and is therefore dependent to a significant degree on revenues generated
from those particular activities. The portfolio is also concentrated in General
Obligation bonds. (See Risk Factors in Part B.) The Portfolio is also
concentrated in bonds of Florida issuers and is subject to additional risk from
decreased diversification as well as from factors that may be particular to
Florida, which are briefly described on the following page.

PREMIUM AND DISCOUNT ISSUES

On the evaluation date, 73% of the bonds were valued at a premium over par and
27% at a discount from par (see Risk Factors in Part B).

TERMINATION DATE

The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 101% of the face amount of bonds
deposited.
- ----------------------------------------------------------------
Defining Your Income
- ----------------------------------------------------------------

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: $ 4.32
Annual Income per unit: $ 51.91

These figures are estimates determined as of the evaluation date and actual
payments may vary.

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER UNIT $1,053.79

The Public Offering Price as of April 30, 1998, the evaluation date, is based on
the aggregate bid side value of the underlying bonds in the Fund ($3,682,802),
divided by the number of units outstanding (3,533), plus an upfront sales charge
of 1.08% of the Public Offering Price (1.138% of the value of the underlying
bonds excluding the short-term bonds segregated to fund the deferred sales
charge). The Public Offering Price on any subsequent date will vary. An amount
equal to principal cash, if any, as well as net accrued but undistributed
interest on the units is added to the Public Offering Price. The underlying
bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern time on
every business day thereafter.

The per unit bid side redemption and secondary market repurchase price as of the
evaluation date was $1,042.40 ($11.39 less than the Public Offering Price) less
any uncollected deferred sales charge.

SALES CHARGES

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES

Per Unit
---------------
Trustee's Fee $ 0.72
Portfolio Supervision and Bookkeeping Fees $ 0.46
Evaluator's Fee $ 0.37
Organizational Expenses $ 0.20
Other Operating Expenses $ 0.78
---------------
TOTAL $ 2.53

A-9
<PAGE>
- --------------------------------------------------------------------------------
Florida Taxes and Risks
- --------------------------------------------------------------------------------

FLORIDA RISK FACTORS

The financial condition of the State of Florida is affected by various
national, economic, social and environmental policies and conditions.
Additionally, limitations placed by the State's Constitution on the State and
its local governments covering income taxes, ad valorem taxes, bond indebtedness
and other matters, as well as various statutory limitations, may constrain the
revenue-generating capacity of the State and its local governments and,
therefore, the ability of the issuers of the Bonds to satisfy their obligations.

The economic vitality of the State and its various regions and, therefore,
the ability of the State and its local governments to satisfy the Bonds, are
affected by numerous factors. South Florida is susceptible to international
trade and currency imbalances and to economic problems in Central and South
America due to its geographical location and its involvement with foreign trade,
tourism and investment capital. The central and northern portions of the State,
on the other hand, could be impacted by problems in the agricultural sector,
including crop failures, severe weather conditions or other agriculture-related
problems, particularly with regard to the citrus and sugar industries. The
State's economy also has historically been somewhat dependent on the tourism and
construction industries and is sensitive to trends in those sectors.

General obligation bonds of the State are currently rated Aa2 by Moody's
Investors Service, AA+ by Standard & Poor's, and AA by Fitch IBCA, Inc.

FLORIDA TAXES

In the opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.,
Miami, Florida, special counsel on Florida tax matters, under existing
Florida law:

1. The Fund will not be subject to income, franchise or other taxes of a
similar nature imposed by the State of Florida or its subdivisions,
agencies or instrumentalities.

2. Because Florida does not impose a personal income tax, non-corporate
investors in Units of the Fund will not be subject to any Florida income
taxes with respect to (i) amounts received by the Fund on the Bonds it
holds; (ii) amounts which are distributed by the Fund to non-corporate
investors in Units of the Fund or (iii) any gain realized on the sale or
redemption of Bonds by the Fund or of a Unit of the Fund by a non-corporate
investor. However, corporations as defined in Chapter 220, Florida Statutes
(1997), (including limited liability companies) which are otherwise subject
to Florida income taxation will be subject to tax on their respective share
of any income and gain realized by the Fund and on any gain realized by a
corporate investor on the sale or redemption of Units of the Fund by the
corporate investor.

3. The Units will be subject to Florida estate taxes only if held by
Florida residents, or if held by non-residents deemed to have business
situs in Florida. The Florida estate tax is limited to the amount of the
credit for state death taxes provided for in Section 2011 of the Internal
Revenue Code, as amended.

4. Bonds issued by the State of Florida or its political subdivisions are
exempt from Florida intangible personal property taxation under Chapter
199, Florida Statutes (1997), as amended. Bonds issued by the Government of
Puerto Rico or by the Government of Guam, or by their authority, are exempt
by Federal statute from taxes such as the Florida intangible personal
property tax. Thus, the Fund will not be subject to Florida intangible
personal property tax on any Bonds in the Fund issued by the State of
Florida or its political subdivisions, by the Government of Puerto Rico or
by its authority or by the Government of Guam or by its authority. In
addition, the Units of the Fund will not be subject to the Florida
intangible personal property tax if the Fund invests solely in such
Florida, Puerto Rico or Guam debt obligations.

A-10
<PAGE>

- --------------------------------------------------------------------------------
Defined New Jersey Insured Trust
- --------------------------------------------------------------------------------

PORTFOLIO DIVERSIFICATION

The Portfolio contains 8 New Jersey bondss and 2 Puerto Rico bonds.

TYPES OF BONDS

The Portfolio consists of municipal bonds of the following types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Airports/Ports/Highways 33%
/ / General Obligation 12%
/ /Hospitals/Nursing Homes/Mental
Health Facilities 11%
/ / Lease Rental Appropriation 2%
/ / Universities/Colleges 41%
/ / Miscellaneous 2%

INSURANCE

The approximate percentage of the aggregate face amount of the Portfolio insured
by each insurance company is:

AMBAC Indemnity Corporation 52%
Connie Lee Insurance Company 11%
Financial Guaranty Insurance Company 27%
MBIA Insurance Corporation 10%

RISK FACTORS

The Portfolio is concentrated in Airport/Port/Highway bonds and
University/College bonds and is therefore dependent to a significant degree on
revenues generated from those particular activities. (See Risk Factors in Part
B.) The Portfolio is also concentrated in bonds of New Jersey issuers and is
subject to additional risk from decreased diversification as well as from
factors that may be particular to New Jersey, which are briefly described on the
following page.

PREMIUM AND DISCOUNT ISSUES

On the evaluation date, 67% of the bonds were valued at a premium over par and
33% at a discount from par (see Risk Factors in Part B).

TERMINATION DATE

The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 90% of the face amount of bonds
deposited.
- ----------------------------------------------------------------
Defining Your Income
- ----------------------------------------------------------------

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: $ 4.25
Annual Income per unit: $ 51.04

These figures are estimates determined as of the evaluation date and actual
payments may vary.

- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER UNIT $1,037.93

The Public Offering Price as of April 30, 1998, the evaluation date, is based on
the aggregate bid side value of the underlying bonds in the Fund ($3,065,021),
divided by the number of units outstanding (2,953), plus an upfront sales charge
of 1.08% of the Public Offering Price (1.138% of the value of the underlying
bonds excluding the short-term bonds segregated to fund the deferred sales
charge). The Public Offering Price on any subsequent date will vary. An amount
equal to principal cash, if any, as well as net accrued but undistributed
interest on the units is added to the Public Offering Price. The underlying
bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern time on
every business day thereafter.

The per unit bid side redemption and secondary market repurchase price as of the
evaluation date was $1,037.93 ($11.29 less than the Public Offering Price) less
any uncollected deferred sales charge.

SALES CHARGES

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES

Per Unit
---------------
Trustee's Fee $ 0.73
Portfolio Supervision and Bookkeeping Fees $ 0.46
Evaluator's Fee $ 0.44
Organizational Expenses $ 0.20
Other Operating Expenses $ 0.97
---------------
TOTAL $ 2.80

A-11
<PAGE>
- --------------------------------------------------------------------------------
New Jersey Taxes and Risks
- --------------------------------------------------------------------------------

NEW JERSEY RISK FACTORS

The State has experienced a gradual economic recovery since 1992. While
employment in manufacturing has declined, employment gains have been recorded in
business services, construction and retail sectors. Business investment
expenditures and consumer spending have also increased substantially in the
State as well as in the nation.

State appropriations of funds are distributed among a diverse group of
public recipients. In fiscal 1997, the largest state aid appropriation was
provided for local elementary and secondary education programs, followed by
appropriations for operation of the sixteen departments of the state government
and other programs including, among others, correctional facilities, the State
police, higher education and environmental protection.

The State and its political subdivisions, agencies and public authorities
are authorized to issue general obligation bonds in order to finance capital
projects. The repayment of principal and interest on general obligation bonds is
secured by the full faith and credit of the State, backed by its taxing
authority, without recourse to any special project or source of revenue. An
inability to increase taxes may adversely affect the State's ability to
authorize or repay debt. In addition, New Jersey law requires the maintenance of
a balanced budget, restricting total appropriation increases to 5% annually with
respect to any municipality or county. This balanced budget plan may adversely
affect the ability of a particular municipality or county to repay its
obligations.

Although there can be no assurance that such conditions will continue, the
State's general obligation bonds are currently rated Aa1 by Moody's and AA+ by
Standard & Poor's.

NEW JERSEY TAXES

The following summarizes the opinion of Drinker Biddle & Reath LLP,
Philadelphia, Pennsylvania, special counsel on New Jersey tax matters, under
existing law:

1. The proposed activities of the New Jersey Trust will not cause it to be
subject to either the Corporation Business Tax ('CBT') or Corporation Income Tax
('CIT'). For domestic or foreign corporations subject to either CBT or CIT who
are Unit holders, income from the Units will be taxable.

2. Income received by Unit holders attributable to interest on New Jersey
Bonds will be exempt from New Jersey Gross Income Tax ('GIT'). Although there is
no published authority on the subject, counsel is of the opinion that insurance
proceeds paid in lieu of interest on defaulted tax-exempt bonds also will be
exempt from GIT either as payment in lieu of tax-exempt interest or as payments
of insurance proceeds which are not included in any of the classes of income
specified as taxable under New Jersey Law. Income distributed to Unit holders
attributable to gains on the sale or other disposition of New Jersey Bonds by
the Trust, and gains from the sale or other disposition of a Unit, will also be
exempt from GIT.

3. Neither the Trust nor the Unit holders will be subject to New Jersey
property tax on the New Jersey Bonds or the Units because intangible personal
property is specifically exempt from property taxation.

4. Units of the Trust held by the estates of New Jersey residents are
likely to be subject to Transfer Inheritance and Estate Taxes.

A-12
<PAGE>

- --------------------------------------------------------------------------------
Defined New York Trust
- --------------------------------------------------------------------------------

PORTFOLIO DIVERSIFICATION

The Portfolio contains 8 New York bonds and 3 Puerto Rico bonds.

TYPES OF BONDS

The Portfolio consists of municipal bonds of the following types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / General Obligation 16%
/ /Hospitals/Nursing Homes/Mental
Health Facilities 24%
/ / Housing 14%
/ / Lease Rental Appropriation 28%
/ / Municipal Water/Sewer Utilities 12%
/ / Universities/Colleges 6%

RATED A OR BETTER

Approximately 3% of the bonds included in the Portfolio are insured.

RISK FACTORS

The Portfolio is concentrated in Lease Rental Appropriation bonds and is
therefore dependent to a significant degree on revenues generated from those
particular activities. (See Risk Factors in Part B.) The Portfolio is also
concentrated in bonds of New York issuers and is subject to additional risk from
decreased diversification as well as from factors that may be particular to New
York, which are briefly described on the following page.

PREMIUM AND DISCOUNT ISSUES

On the evaluation date, 63% of the bonds were valued at a premium over par and
37% at a discount from par (see Risk Factors in Part B).

TERMINATION DATE

The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 101% of the face amount of bonds
deposited.
- ----------------------------------------------------------------
Defining Your Income
- ----------------------------------------------------------------

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: $ 4.43
Annual Income per unit: $ 53.23

These figures are estimates determined as of the evaluation date and actual
payments may vary.
- ----------------------------------------------------------------
Defining Your Costs
- ----------------------------------------------------------------

PUBLIC OFFERING PRICE PER UNIT $1,053.79

The Public Offering Price as of April 30, 1998, the evaluation date, is based on
the aggregate bid side value of the underlying bonds in the Fund ($4,209,183),
divided by the number of units outstanding (4,038), plus an upfront sales charge
of 1.08% of the Public Offering Price (1.138% of the value of the underlying
bonds excluding the short-term bonds segregated to fund the deferred sales
charge). The Public Offering Price on any subsequent date will vary. An amount
equal to principal cash, if any, as well as net accrued but undistributed
interest on the units is added to the Public Offering Price. The underlying
bonds are evaluated by an independent evaluator at 3:30 p.m. Eastern time on
every business day thereafter.

The per unit bid side redemption and secondary market repurchase price as of the
evaluation date was $1,042.39 ($11.40 less than the Public Offering Price) less
any uncollected deferred sales charge.

SALES CHARGES

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

ESTIMATED ANNUAL FUND OPERATING EXPENSES

Per Unit
---------------
Trustee's Fee $ 0.72
Portfolio Supervision and Bookkeeping Fees $ 0.46
Evaluator's Fee $ 0.32
Organizational Expenses $ 0.20
Other Operating Expenses $ 0.69
---------------
TOTAL $ 2.39

A-13
<PAGE>
- --------------------------------------------------------------------------------
New York Taxes and Risks
- --------------------------------------------------------------------------------

NEW YORK RISK FACTORS

The State of New York and several of its public authorities and
municipalities including, in particular, New York City, continue to face
financial difficulties. For many years, the State accumulated deficits by
extraordinary borrowing, which have been paid off by the issuance of long-term
bonds under legislation limiting future borrowing for deficits. For the 1996
fiscal year (ended March 31), to address a $5 billion projected budget gap, the
State budget included nearly $1 billion of non-recurring measures; a $445
million surplus was realized. To address a $3.9 billion projected gap, the
fiscal 1997 budget included $1.3 billion of non-recurring measures. The State
realized a $1.4 billion surplus (due primarily to higher-than expected revenue
and reduced social services spending). The State adopted a budget for the year
end March 31, 1998, to address a budget deficit estimated at $2.3 billion. The
State realized a $2.17 billion surplus, in large part by rolling over the 1997
surplus. The State Legislature adopted a budget for the current fiscal year but
the Governor later vetoed over 1,000 budget items, aggregating $760 million in
spending and $800 million of borrowing (including $500 million for school
construction). Three days later it was reported that State tax collections were
at least $300 million above projections. The Governor did not veto any of the
$743 million in tax cuts. Overall spending will still increase by 6.9%, the
largest increase in a decade. Projected budget gaps of $1.75 billion and $3.75
billion remain for the 2000 and 2001 fiscal years. State general obligation debt
is rated A by Standard & Poor's and A2 by Moody's; at March 31, 1997,
approximately $5.0 billion face amount was outstanding. 17 State authorities had
an aggregate of $75.4 billion of debt outstanding at September 30, 1996, of
which approximately $22.5 billion was State supported. Total State-related debt
at March 31, 1997 was approximately $37.1 billion. The Long Island Power
authority in May 1998 sold $3.5 billion of bonds (of a planned total of $7.1
billion) to raise funds to acquire Long Island Lighting Company's transmission
and distribution system, designed to reduce electricity rates on the Island.

New York City finished its 1996 fiscal year with a small surplus, after
adopting measures to eliminate a projected $3.1 billion budget gap. The City
budget to close a projected $2.6 billion budget gap for the fiscal year ended
June 30, 1997, realized a surplus of $1.4 billion. The City anticipates a $2.0
billion surplus for the 1998 fiscal year. The Mayor's relations with labor
unions have deteriorated following recent layoffs, and most labor contracts
expire in 2000. The Mayor proposes to use over 70% of this to reduce budget gaps
for the next two fiscal years. Non-recurring measures $1.9 billion, $1.2 billion
and $2.3 billion respectively, in the 1995, 1996 and 1998 fiscal years, and
spending is projected to continue to increase faster than revenue, leaving
City-projected future budget gaps of $1.5 billion, $2.0 billion and $1.6
billion, respectively for the 2000 through 2002 fiscal years; fiscal monitors
have higher estimates. The City's unemployment rate averaged 9.4% for 1997 and
8.6% for the first quarter of 1998. The State Comptroller recently reported that
securities industry jobs have accounted for 97% of the inflation-adjusted growth
in wages since 1990, now representing 17% of all wages in the City, and
questioned the City's reliance on this cyclical industry. Because the City was
expected to reach the constitutional limit on debt issuance this year, the State
in 1997 authorized creation of the Transitional Finance Authority to sell over
several years up to $7.5 billion of additional bonds, backed by City personal
income and sales tax revenues, to fund capital projects. The Mayor in April 1998
proposed $16.36 billion of borrowing over the next four fiscal years. The City
recently settled a suit by the Environmental Protection Agency by agreeing to
build a water filtration plant by 2006, at a cost of up to $1 billion, to be
paid from increased water charges. The Mayor is also proposing building new
stadiums for the City's two baseball teams, to be paid for by extending the
commercial rent tax. Despite this, if no further action is taken, the City
estimates it will reach its debt limit by June 2000. Debt service is expected to
consume 20% of projected tax revenues by 2006. New York City bonds are rated
BBB+ by Standard & Poor's and A3 by Moody's. At December 31, 1997, approximately
$26.6 billion of New York City bonds (excluding City debt held by The Municipal
Assistance Corporation for the City of New York (MAC)), $3.6 billion of MAC
bonds and $1.2 billion of public benefit corporation debt were outstanding.
Other localities in the State had an aggregate of approximately $19.0 billion of
indebtedness outstanding in 1995, of which $102 million was to finance budget
deficits.

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

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

A-14
<PAGE>
Various municipalities and State and local authorities in New York
(particularly, the Metropolitan Transportation Authority) are dependent to
varying degrees on State and federal aid, and could be adversely affected by the
State's and federal government's actions to balance their budgets. The State's
dependence on federal aid and sensitivity to economic cycles, as well as high
levels of taxes and unemployment, may continue to make it difficult to balance
State and local budgets in the future.

NEW YORK TAXES

In the opinion of bond counsel delivered on the date of issuance of the
Bonds, interest on the Bonds will be exempt from New York State and City
personal income taxes except where such interest is subject to federal
income taxes (see Taxes).

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

The Trust is not an association taxable as a corporation, and income
received by the Trust will be treated as the income of the investors in the
same manner as for federal income tax purposes. Accordingly, each investor
will be considered to have received the interest on his pro rata portion of
each Bond when interest on the Bond is received by the Trust. A
noncorporate investor in Units of the Trust who is a New York State (and
City) resident will be subject to New York State (and City) personal income
taxes on any gain recognized from the disposition of his interest in any
Bond. A noncorporate investor who is not a New York State resident will not
be subject to New York State or City personal income taxes on any such gain
unless such Units are attributable to a business, trade, profession or
occupation carried on in New York. A New York State (and City) resident
should determine his tax basis for his pro rata portion of each Bond for
New York State (and City) income tax purposes in the same manner as for
federal income tax purposes. Interest income on, as well as any gain
recognized on the disposition of, an investor's pro rata portion of the
Bonds is generally not excludable from income in computing the New York
State corporate franchise tax or the New York City corporation tax.

A-15
<PAGE>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,350 $ $0- 42,350 20.10 3.75 4.38 5.01 5.63 6.26 6.88 7.51 8.14
$ 25,351- 61,400 $ 42,351-102,300 34.70 4.59 5.36 6.13 6.89 7.66 8.42 9.19 9.95
$ 61,401-128,100 $102,301-155,950 37.42 4.79 5.59 6.39 7.19 7.99 8.79 9.59 10.39
$128,101-278,450 $155,951-278,450 41.95 5.17 6.03 6.89 7.75 8.61 9.47 10.34 11.20
OVER $278,450 OVER $278,450 45.22 5.48 6.39 7.30 8.21 9.13 10.04 10.95 11.87
</TABLE>

FOR CONNECTICUT RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,350 $ 0- 42,350 18.83 3.70 4.31 4.93 5.54 6.18 6.78 7.39 8.01
$ 25,350- 81,400 $ 42,350-102,300 31.24 4.36 5.09 5.82 6.54 7.27 8.00 8.73 9.45
$ 81,400-128,100 $102,300-155,950 34.11 4.55 5.31 6.07 6.83 7.59 8.35 9.11 9.86
$128,100-278,450 $155,950-278,450 38.88 4.91 5.73 6.54 7.38 8.18 9.00 9.82 10.63
OVER $278,450 OVER $278,450 42.32 5.20 6.07 6.93 7.80 8.87 9.54 10.40 11.27
</TABLE>

FOR FLORIDA RESIDENTS
- --------------------------------------------------------------------------------

EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,350 $ 0- 42,350 15.00 3.53 4.12 4.71 5.29 5.88 6.47 7.06 7.65 8.24
$ 25,350- 61,400 $ 42,350-102,300 28.00 4.17 4.86 5.56 6.25 6.94 7.64 8.33 9.03 9.72
$ 61,400-128,100 $102,300-155,950 31.00 4.35 5.07 5.80 6.52 7.25 7.97 8.70 9.42 10.14
$128,100-278,450 $155,950-278,450 36.00 4.69 5.47 6.25 7.03 7.81 8.59 9.38 10.16 10.94
OVER $278,450 OVER $278,450 39.60 4.97 5.79 6.62 7.45 8.28 9.11 9.93 10.76 11.59
</TABLE>

FOR NEW JERSEY RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 42,350 17.08 3.62 4.22 4.82 5.43 6.03 6.63 7.24 7.84
$ 0- 25,350 17.98 3.66 4.27 4.88 5.49 6.10 6.71 7.31 7.92
$ 25,351- 61,400 $ 42,351-102,300 31.98 4.41 5.15 5.88 6.62 7.35 8.09 8.82 9.56
$ 61,401-128,100 $102,301-155,950 35.40 4.64 5.42 6.19 6.97 7.74 8.51 9.29 10.06
$128,101-278,450 $155,951-278,450 40.08 5.01 5.84 6.68 7.51 8.34 9.18 10.01 10.85
OVER $278,450 OVER $278,450 43.45 5.30 6.19 7.07 7.96 8.84 9.73 10.61 11.49
</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 1998
federal and applicable State 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, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.

A-16
<PAGE>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,350 $ 0- 42,350 24.55 3.38 4.64 5.30 5.96 6.63 7.29 7.95 8.62
$ 25,350- 61,400 $ 42,350-102,300 36.14 4.70 5.48 6.28 7.05 7.83 8.61 9.40 10.18
$ 61,400-128,100 $102,300-155,950 38.80 4.90 5.72 6.54 7.35 8.17 8.99 9.80 10.62
$128,100-278,450 $155,950-278,450 43.24 5.29 6.17 7.05 7.83 8.81 9.69 10.57 11.45
OVER $278,450 OVER $278,450 46.43 5.60 6.53 7.47 8.40 9.33 10.27 11.20 12.13
</TABLE>

FOR NEW YORK STATE RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0- 25,350 $ 0- 42,350 20.82 3.79 4.42 5.05 5.68 6.31 6.95 7.58 8.21
$ 25,350- 61,400 $ 42,350-102,300 32.93 4.47 5.22 5.96 6.71 7.46 8.20 8.95 9.69
$ 61,400-128,100 $102,300-155,950 35.73 4.67 5.45 6.22 7.00 7.78 8.56 9.34 10.11
$128,100-278,450 $155,950-278,450 40.38 5.03 5.87 6.71 7.55 8.39 9.23 10.06 10.90
OVER $278,450 OVER $278,450 43.74 5.33 6.22 7.11 8.00 8.89 9.78 10.66 11.55
</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 1998
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.

A-17

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED, CONNECTICUT,
FLORIDA INSURED, NEW JERSEY INSURED AND NEW YORK TRUSTS),
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Municipal Investment
Trust Fund, Multistate Series - 311 (California Insured,
Connecticut, Florida Insured, New Jersey Insured and New York
Trusts), Defined Asset Funds:

We have audited the accompanying statements of condition of
Municipal Investment Trust Fund, Multistate Series - 311
(California Insured, Connecticut, Florida Insured, New Jersey
Insured and New York Trusts), Defined Asset Funds, including
the portfolios, as of April 30, 1998 and the related
statements of operations and of changes in net assets for
the period May 16, 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 generally
accepted auditing standards. Those standards require that
we plan and perform the audits 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,
1998, as shown in such portfolios, were confirmed to us by
The Chase Manhattan Bank, 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 - 311 (California Insured, Connecticut,
Florida Insured, New Jersey Insured and New York Trusts),
Defined Asset Funds at April 30, 1998 and the results of their
operations and changes in their net assets for the above-stated
period in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
June 16, 1998

D - 1.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 311
(CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of April 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 4,931,694 )(Note 1)......... $ 5,094,195
Accrued interest ............................... 75,792
Accrued interest on Segregated Bonds (Note 5) .. 2,924
Cash - principal ............................... 50,907
Cash - income on Segregated Bonds .............. 5,507
Deferred organizational costs (Note 6) ......... 4,077
-----------
Total trust property ......................... 5,233,402

LESS LIABILITIES:
Income advance from Trustee..................... $ 60,072
Deferred sales charge (Note 5) ................. 57,148
Principal payments payable (Segregated Bonds) .. 5,537
Accrued Sponsors' fees ......................... 774
Other liabilities (Note 6) ..................... 4,077 127,608
----------- -----------

NET ASSETS, REPRESENTED BY:
4,872 units of fractional undivided
interest outstanding (Note 3)................ 5,090,848

Undistributed net investment income ............ 14,946 $ 5,105,794
----------- ===========

UNIT VALUE ($ 5,105,794 / 4,872 units )........... $ 1,047.99
===========

</TABLE>

See Notes to Financial Statements.

D - 2.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
INVESTMENT INCOME:
Interest income ........................$ 264,898
Interest income on Segregated
Bonds (Note 5) ....................... 8,431
Trustee's fees and expenses ............ (8,438)
Sponsors' fees ......................... (2,236)
------------
Net investment income .................. 262,655
------------

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Realized gain on

securities sold or redeemed .......... 6,124
Unrealized appreciation
of investments ....................... 162,501
------------
Net realized and unrealized
gain on investments ................. 168,625
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ..............$ 431,280
============

</TABLE>

See Notes to Financial Statements.

D - 3.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
OPERATIONS:
Net investment income ..................$ 262,655
Realized gain on
securities sold or redeemed .......... 6,124
Unrealized appreciation
of investments ....................... 162,501
------------
Net increase in net assets
resulting from operations ............ 431,280
------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (238,718)

------------
SHARE TRANSACTIONS (Note 5):
Deferred sales charge:
Income ............................... (2,924)
Principal ............................ (59,761)

Redemption amounts:
Income ............................... (560)
Principal ............................ (180,176)
------------
Net share transactions ................. (243,421)
------------

NET DECREASE IN NET ASSETS ............... (50,859)

NET ASSETS AT BEGINNING OF PERIOD ........ 5,156,653
------------
NET ASSETS AT END OF PERIOD ..............$ 5,105,794
============
PER UNIT:
Income distributions during
period ...............................$ 47.49
============
Net asset value at end of
period ...............................$ 1,047.99
============
TRUST UNITS:
Redeemed during period ................. 175
Outstanding at end of period ........... 4,872
============
</TABLE>

See Notes to Financial Statements.

D - 4.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The Fund is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of significant

accounting policies consistently followed by the Fund in the preparation
of its financial statements. The policies are in conformity with generally
accepted accounting principles.

(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities
(see "How to Sell Units - Trustee's Redemption of Units"
in this Prospectus, Part B), except that value on May 16,
1997 was based upon offering side evaluations at May 14,
1997, the day prior to the Date of Deposit. Cost of
securities at May 16, 1997 was also based on such offering
side evaluations.

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

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 distributed as explained in "Income,
Distributions and Reinvestment - Distributions" in this Prospectus,
Part B.

3. NET CAPITAL
<TABLE>
<S> <C>

Cost of 4,872 units at Date of Deposit ..................... $ 4,977,851
Transfer to capital of interest on Segregated Bonds (Note 5) 8,431
Redemptions of units - net cost of 175 units redeemed
less redemption amounts (principal)....................... (1,374)
Deferred sales charge (Note 5) ............................. (62,685)
Realized gain on securities sold or redeemed ............... 6,124
Net unrealized appreciation of investments.................. 162,501
-----------

Net capital applicable to Holders .......................... $ 5,090,848
===========
</TABLE>
4. INCOME TAXES

As of April 30, 1998, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $162,501, of which
$402 related to depreciated securities and $162,903 related to

appreciated securities. The cost of investment securities for Federal
income tax purposes was $4,931,694 at April 30, 1998.

D - 5.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$140,000 face amount of City of Rancho Mirage Jt. Pwrs. Fin. Auth., Certs.
of Part., Eisenhower Med. Ctr., Ser. 1997 A and $15,000 face amount of the
Commonwealth of Puerto Rico, G.O. Bonds, Pub. Imp. Rfdg. Bonds, Ser. 1992
have been segregated to fund the deferred sales charges. The sales
charges are being paid for with the interest received and by periodic
sales or maturity of these bonds. A deferred sales charge of $3.75 per
Unit is charged on a quarterly basis, and paid to the Sponsors periodically
by the Trustee on behalf of the Holders, up to an aggregate of $45 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 ORGANIZATION COSTS

Deferred organization costs are being amortized over five years. Included
in "Other liabilities" is $4,077 payable to the Trustee for reimbursement
of costs related to the organization of the Trust.

D - 6.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

<TABLE>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Contra Costa Cnty. Pub. Facs. Corp., AAA $ 635,000 5.500 % 2022 11/01/07 $ 622,205 $ 642,557
CA, Certs. of Part. (Merrithew Mem. @ 102.000
Hosp. Replacement Proj.), Rfdg. Ser.
1997 (MBIA Ins.)

2 County of Madera, CA, Certs. of Part. AAA 750,000 5.750 2028 03/15/05 752,723 775,740
(Valley Children's Hosp., Proj.), Ser. @ 102.000
1995 (MBIA Ins.)

3 City of Rancho Mirage Jt. Pwrs. Fin. AAA 55,000 4.000 1998 None 55,118 54,997
Fin. Auth. Certs. of Part., Eisenhower
Med. Ctr., Ser. 1997 A (MBIA Ins.) (6) 70,000 4.000 1999 None 69,644 70,124

70,000 4.200 2000 None 69,490 70,198

4 City of San Carlos, CA, G.O. Bonds, AAA 750,000 5.750 2026 08/01/06 756,090 778,770
Ser. 1996 (MBIA Ins.) @ 102.000

5 San Carlos Redev. Agy. (San Mateo AAA 750,000 5.500 2026 09/01/06 733,905 758,783
Cnty., CA), San Carlos Redev. Proj., @ 102.000
Tax Alloc. Rfdg. Bonds, Ser. 1997 A
(MBIA Ins.)

6 San Jose-Santa Clara Clean Wtr. Fin. AAA 750,000 5.375 2020 11/15/05 728,093 751,365
Auth., CA, Swr. Rev. Bonds, Ser. 1995 A @ 101.000
(Financial Guaranty Ins.)

7 East Bay Mun. Util. Dist., Alameda and AAA 500,000 4.750 2021 None 441,195 460,475
Contra Costa Cntys., CA, Water Sys.
Sub. Rev. Rfdg. Bonds, Ser. 1996
(Financial Guaranty Ins.)

8 Pajaro Valley Unified Sch. Dist., CA, AAA 685,000 5.850 2032 09/01/07 687,911 716,147
Certs. of Part. (1997 Sch. Facs. Bridge @ 102.000
Funding Prog.) (FSA Ins.)

9 Commonwealth of Puerto Rico (G.O. AAA 15,000 5.550 1998 None 15,320 15,039
Bonds), Pub. Imp. Bonds, Ser. 1992
(AMBAC Ins.) (6)

----------- --------- ---------
TOTAL $ 5,030,000 $ 4,931,694 $ 5,094,195
=========== ========= =========

See Notes to Portfolios on page D - 35.
</TABLE>
D - 7.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of April 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 3,335,088 )(Note 1)......... $ 3,443,941
Accrued interest ............................... 59,583
Accrued interest on Segregated Bonds (Note 5) .. 2,320
Cash - principal ............................... 31,000
Cash - income on Segregated Bonds .............. 4,318
Deferred organizational costs (Note 6) ......... 2,650
-----------
Total trust property ......................... 3,543,812

LESS LIABILITIES:
Income advance from Trustee..................... $ 48,978
Deferred sales charge (Note 5) ................. 36,911
Accrued Sponsors' fees ......................... 504
Other liabilities (Note 6) ..................... 2,650 89,043
----------- -----------
ASSETS, REPRESENTED BY:
3,281 units of fractional undivided
interest outstanding (Note 3)................ 3,444,668

Undistributed net investment income ............ 10,101 $ 3,454,769
----------- ===========

UNIT VALUE ($ 3,454,769 / 3,281 units )........... $ 1,052.96
===========

</TABLE>

See Notes to Financial Statements.

D - 8.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
INVESTMENT INCOME:
Interest income ........................ $ 174,561
Interest income on Segregated
Bonds (Note 5) ....................... 6,638
Trustee's fees and expenses ............ (6,798)
Sponsors' fees ......................... (1,454)
------------
Net investment income .................. 172,947

UNREALIZED APPRECIATION
OF INVESTMENTS ....................... 108,853
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 281,800
============

</TABLE>

See Notes to Financial Statements.

D - 9.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
OPERATIONS:
Net investment income .................. $ 172,947
Unrealized appreciation
of investments ....................... 108,853
------------
Net increase in net assets
resulting from operations ............ 281,800
------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (156,208)
------------
SHARE TRANSACTIONS (Note 5):
Deferred sales charge:
Income ............................... (2,320)
Principal ............................ (34,591)
------------
Total Share Transactions ............... (36,911)
------------

NET INCREASE IN NET ASSETS ............... 88,681

NET ASSETS AT BEGINNING OF PERIOD ........ 3,366,088
------------
NET ASSETS AT END OF PERIOD .............. $ 3,454,769
============
PER UNIT:
Income distributions during
period ............................... $ 47.61
============
Net asset value at end of

period ............................... $ 1,052.96
============
TRUST UNITS:
Outstanding at end of period ........... 3,281
============
</TABLE>

See Notes to Financial Statements.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities
(see "How to Sell Units - Trustees Redemption of Units"
in this Prospectus, Part B), except that value on May 16,
1997 was based upon offering side evaluations at May 14,
1997, the day prior to the Date of Deposit. Cost of
securities at May 16, 1997 was also based on such offering
side evaluations.

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

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 distributed as explained in "Income, Distributions
and Reinvestment - Distributions" in this Prospectus, Part B.

3. NET CAPITAL
<TABLE>
<S> <C>

Cost of 3,281 units at Date of Deposit ..................... $ 3,366,088
Transfer to capital of interest on Segregated Bonds (Note 5) 6,638
Deferred sales charge (Note 5) ............................. (36,911)
Net unrealized appreciation of investments.................. 108,853
-----------

Net capital applicable to Holders .......................... $ 3,444,668
===========
</TABLE>
4. INCOME TAXES

As of April 30, 1998, net unrealized appreciation of investments,
based on cost for Federal income tax purposes, aggregated $108,853, of
which $844 related to depreciated securities and $109,697 related to
appreciated securities. The cost of investment securities for Federal
income tax purposes was $3,335,088 at April 30, 1998.

D - 11.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$5,000 face amount of The State of Connecticut, Spec. Tax Oblig. Bonds,
Trans. Infrastructure Purp., Ser. 1996 A, $45,000 face amount of the
Commonwealth of Puerto Rico, G.O. Pub. Imp. Bonds, Ser. 1992, $45,000
face amount of the Commonwealth of Puerto Rico, G.O. Pub. Imp. Rfdg.
Bonds, Ser. 1992 and $40,000 face amount of Puerto Rico Pub. Bldgs. Auth.,
Govt. Facs. Rev. Bonds, Ser A, have been segregated to fund the deferred
sales charges. The sales charges are being paid for with the interest
received and by periodic sales or maturity of these bonds. A deferred
sales charge of $3.75 per Unit is charged on a quarterly basis, and paid
to the Sponsors periodically by the Trustee on behalf of the Holders, up
to an aggregate of $45 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 ORGANIZATION COSTS

Deferred organization costs are being amortized over five years. Included
in "Other liabilities" is $2,650 payable to the Trustee for reimbursement
of costs related to the organization of the Trust.

D - 12.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

<TABLE>

1 Connecticut Hlth. and Educl. Facs. AAA $ 500,000 5.375 % 2019 07/01/06 $ 479,670 $ 496,525
Auth., Rev. Bonds, Bridgeport Hosp. @ 102.000
Issue, Ser. C (Connie Lee Ins.) (5)

2 Connecticut Hlth. and Educl. Facs. AAA 500,000 5.500 2027 07/01/07 492,725 507,045
Auth., Rev. Bonds, Connecticut Coll. @ 102.000
Issue, Ser. C-1 (MBIA Ins.) (5)

3 Connecticut Hlth. and Educl. Facs. AAA 500,000 5.750 2026 03/01/06 503,950 519,365
Auth., Rev. Bonds, Greenwich Academy @ 101.000
Issue, Ser. A (FSA Ins.) (5)

4 Connecticut Hlth. and Educl. Facs. AAA 500,000 5.500 2026 07/01/06 492,820 505,390
Auth., Rev. Bonds, The Loomis Chaffee @ 101.000
Sch. Issue, Ser. C (MBIA Ins.) (5)

5 Connecticut Hlth. and Educl. Facs. AAA 500,000 5.700 2025 07/01/06 500,000 516,720
Auth., Rev. Bonds, Yale-New Haven Hosp. @ 102.000
Issue, Ser. H (MBIA Ins.) (5)

6 Connecticut Hsg. Fin. Auth., Hsg. Mtge. AA 500,000 6.000 2027 05/15/06 506,020 524,190
Fin. Prog. Bonds, 1996 Subseries D-1 @ 102.000

7 State of Connecticut Spec. Tax Oblig. AAA 5,000 4.300 1999 None 5,014 5,026
Bonds, Trans. Infrastructure Purp.,
Ser. 1996 A (Financial Guaranty Ins.)
(5) (6)

8 Commonwealth of Puerto Rico (G.O. AAA 45,000 5.550 1998 None 45,961 45,117
Bonds), Pub. Imp. Bonds, Ser. 1992
(AMBAC Ins.) (5) (6)

9 Commonwealth of Puerto Rico, G.O. Pub A 45,000 5.500 2000 None 46,166 46,198
Imp. Rfdg. Bonds, Ser. 1997 (6)

10 Puerto Rico Pub. Bldgs. Auth., Govt. AAA 40,000 4.300 1999 None 40,077 40,220
Facs. Rev. Bonds, Ser. A (AMBAC Ins.)
(5) (6)

</TABLE>
D - 13.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

<TABLE>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
11 Puerto Rico Hwy. and Trans. Auth., Hwy. A $ 250,000 5.000 % 2036 07/01/16 $ 222,685 $ 238,145
Rev. Bonds, Ser. Y @ 100.000

----------- --------- ---------
TOTAL $ 3,385,000 $ 3,335,088 $ 3,443,941
=========== ========= =========

See Notes to Portfolios on page D - 35.
</TABLE>

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of April 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 3,575,699 )(Note 1)......... $ 3,682,803
Accrued interest ............................... 43,111
Accrued interest on Segregated Bonds (Note 5) .. 2,145
Cash - principal ............................... 33,000

Cash - income on Segregated Bonds .............. 4,592
Deferred organizational costs (Note 6) ......... 2,856
-----------
Total trust property ......................... 3,768,507

LESS LIABILITIES:
Income advance from Trustee..................... $ 31,746
Deferred sales charge (Note 5) ................. 39,746
Accrued Sponsors' fees ......................... 543
Trustee fees and expenses payable .............. 20
Other liabilities (Note 6) ..................... 2,856 74,911
----------- -----------

NET ASSETS, REPRESENTED BY:
3,533 units of fractional undivided
interest outstanding (Note 3)................ 3,682,794

Undistributed net investment income ............ 10,802 $ 3,693,596
----------- ===========

UNIT VALUE ($ 3,693,596 / 3,533 units )........... $ 1,045.46
===========

</TABLE>

See Notes to Financial Statements.

D - 15.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

May 16, 1997
to
April 30,
1998
----

<S> <C>
INVESTMENT INCOME:
Interest income ........................ $ 184,745
Interest income on Segregated
Bonds (Note 5) ....................... 6,737
Trustee's fees and expenses ............ (6,891)
Sponsors' fees ......................... (1,566)
------------
Net investment income .................. 183,025

UNREALIZED APPRECIATION
OF INVESTMENTS ....................... 107,104
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 290,129
============

</TABLE>

See Notes to Financial Statements.

D - 16.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,

1998
----

<S> <C>
OPERATIONS:
Net investment income .................. $ 183,025
Unrealized appreciation
of investments ....................... 107,104
------------
Net increase in net assets
resulting from operations ............ 290,129
------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (165,486)
------------
SHARE TRANSACTIONS (NOTE 5):
Deferred sales charge:
Income ............................... (2,145)
Principal ............................ (37,601)
------------
Total share transactions ............... (39,746)
------------

NET INCREASE IN NET ASSETS ............... 84,897

NET ASSETS AT BEGINNING OF PERIOD ........ 3,608,699
------------
NET ASSETS AT END OF PERIOD .............. $ 3,693,596
============
PER UNIT:
Income distributions during
period ............................... $ 46.84
============
Net asset value at end of
period ............................... $ 1,045.46
============
TRUST UNITS:
Outstanding at end of period ........... 3,533
============
</TABLE>

See Notes to Financial Statements.

D - 17.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>

Cost of 3,533 units at Date of Deposit ..................... $ 3,608,699
Transfer to capital of interest on Segregated Bonds (Note 5) 6,737
Deferred sales charge (Note 5) ............................. (39,746)
Net unrealized appreciation of investments.................. 107,104
-----------

Net capital applicable to Holders .......................... $ 3,682,794
===========
</TABLE>
4. INCOME TAXES

As of April 30, 1998, net unrealized appreciation of investments,
based on cost for Federal income tax purposes, aggregated $107,104,
of which $937 related to depreciated securities and $108,041 related
to appreciated securities. The cost of investment securities for
Federal income tax purposes was $3,575,699 at April 30, 1998.

D - 18.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$50,000 face amount of the School Board of Orange Cnty., FL, Master Lease
Prog. Certs. of Part., Ser. 1997 A, $50,000 face amount of the Commonwealth
of Puerto Rico, G.O. and Pub. Imp. Bonds, Ser. 1992 and $45,000 face amount
of Puerto Rico Pub. Bldgs. Auth., Govt. Facs. Rev. Bonds, Ser. A, have been
segregated to fund the deferred sales charges. The sales charges are being
paid for with the interest received and by periodic sales or maturity of
these bonds. A deferred sales charge of $3.75 per Unit is charged on a
quarterly basis, and paid to the Sponsors periodically by the Trustee on
behalf of the Holders, up to an aggregate of $45 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 ORGANIZATION COSTS

Deferred organization costs are being amortized over five years. Included
in "Other liabilities" is $2,856 payable to the Trustee for reimbursement
of costs related to the organization of the Trust.

D - 19.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,

MULTISTATE SERIES - 311 (FLORIDA TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

Rating of Optional
Portfolio No. and Title of Issues Face Redemption
Securities (1) (4) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 The School Board of Dade Cnty., FL, AAA $ 500,000 5.600 % 2026 08/01/06 $ 496,395 $ 509,350
Certs. of Part., Ser. 1996 B (AMBAC @ 101.000
Ins.)

2 Broward Cnty., FL, Professional Sports AAA 500,000 5.625 2028 09/01/06 498,125 510,700
Fac. Tax and Rev. Bonds (Broward Cnty. @ 101.000
Civic Arena Proj.), Ser. 1996 A (MBIA
Ins.)

3 School Board of Orange Cnty., FL, Aaa(m) 500,000 5.375 2022 08/01/07 484,855 500,930
Master Lease Prog., Certs. of Part., @ 101.000
Ser. 1997 A (MBIA Ins.)
50,000 4.600 2000 None 50,145 50,519

4 City of Lakeland, FL, Hosp. Rev. Rfdg. AAA 500,000 5.250 2025 11/15/06 471,830 490,000
Bonds (Lakeland Regl. Med. Ctr. Proj.), @ 102.000
Ser. 1996 (MBIA Ins.)

5 City of Pensacola, FL, Arpt. Rev. AAA 500,000 5.750 2027 10/01/07 504,370 521,680
Bonds, Ser. 1997 A (MBIA Ins.) @ 102.000

6 City of Tampa, FL, Occupational License AAA 500,000 5.500 2027 10/01/06 492,700 506,705
Tax Bonds, Ser. 1996 B (Financial @ 102.000
Guaranty Ins.)

7 North Broward Hosp. Dist., FL, Rfdg. AAA 500,000 5.375 2024 01/15/07 481,125 497,540
and Imp. Rev. Bonds, Ser. 1997 (MBIA @ 101.000
Ins.)

8 Commonwealth of Puerto Rico (G.O. AAA 50,000 5.550 1998 None 51,068 50,131

Bonds), Pub. Imp. Bonds, Ser. 1992
(AMBAC Ins.) (6)

9 Puerto Rico Pub. Bldgs. Auth., Govt. AAA 45,000 4.300 1999 None 45,086 45,248
Facs. Rev. Bonds, Ser. A (AMBAC Ins.)
(6)

--------- --------- ---------
TOTAL $ 3,645,000 $ 3,575,699 $ 3,682,803
========= ========= =========

See Notes to Portfolios on page D - 35.
</TABLE>

D - 20.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of April 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 2,980,453 )(Note 1)......... $ 3,065,021
Accrued interest ............................... 56,179
Accrued interest on Segregated Bonds (Note 5) .. 2,246
Cash - principal ............................... 27,009
Cash - income on Segregated Bonds .............. 4,230
Deferred organizational costs (Note 6) ......... 2,649
-----------
Total trust property ......................... 3,157,334

LESS LIABILITIES:
Income advance from Trustee..................... $ 46,838
Deferred sales charge (Note 5) ................. 35,524
Accrued Sponsors' fees ......................... 476
Other liabilities (Note 6) ..................... 2,649 85,487
----------- -----------

NET ASSETS, REPRESENTED BY:
2,953 units of fractional undivided
interest outstanding (Note 3)................ 3,062,982

Undistributed net investment income ............ 8,865 $ 3,071,847
----------- ===========

UNIT VALUE ($ 3,071,847 / 2,953 units )........... $ 1,040.25
===========

</TABLE>

See Notes to Financial Statements.

D - 21.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
INVESTMENT INCOME:
Interest income ........................ $ 163,868
Interest income on Segregated
Bonds (Note 5) ....................... 6,476
Trustee's fees and expenses ............ (6,633)
Sponsors' fees ......................... (1,423)
------------
Net investment income .................. 162,288
------------

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Realized gain on
securities sold or redeemed .......... 10,676
Unrealized appreciation
of investments ....................... 84,568
------------
Net realized and unrealized
gain on investments ................. 95,244
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 257,532
============

</TABLE>

See Notes to Financial Statements.

D - 22.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
OPERATIONS:
Net investment income .................. $ 162,288
Realized gain on

securities sold or redeemed .......... 10,676
Unrealized appreciation
of investments ....................... 84,568
------------
Net increase in net assets
resulting from operations ............ 257,532
------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (145,989)
------------
SHARE TRANSACTIONS (Note 5):
Deferred sales charge:
Income ............................... (2,246)
Principal ............................ (45,690)

Redemption amounts:
Income ............................... (958)
Principal ............................ (330,157)
------------
Net share transactions ................. (379,051)
------------

NET DECREASE IN NET ASSETS ............... (267,508)

NET ASSETS AT BEGINNING OF PERIOD ........ 3,339,355
------------
NET ASSETS AT END OF PERIOD .............. $ 3,071,847
============
PER UNIT:
Income distributions during
period ............................... $ 46.43
============
Net asset value at end of
period ............................... $ 1,040.25
============
TRUST UNITS:
Redeemed during period ................. 327
Outstanding at end of period ........... 2,953
============
</TABLE>

See Notes to Financial Statements.

D - 23.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>

Cost of 2,953 units at Date of Deposit .....................$ 3,006,438
Transfer to capital of interest on Segregated Bonds (Note 5) 6,476
Redemptions of units - net cost of 327 units redeemed
less redemption amounts (principal)....................... 2,760

Deferred sales charge (Note 5) ............................. (47,936)
Realized gain on securities sold or redeemed ............... 10,676
Net unrealized appreciation of investments.................. 84,568
-----------

Net capital applicable to Holders ..........................$ 3,062,982
===========
</TABLE>
4. INCOME TAXES

As of April 30, 1998, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $84,568, of which
$844 related to depreciated securities and $85,412 related to
appreciated securities. The cost of investment securities for Federal
income tax purposes was $2,980,453 at April 30, 1998.

D - 24.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$45,000 face amount of the New Jersey Econ. Dev. Auth., Mkt. Transition
Fac., Sr. Lien Rev. Bonds, Ser. 1994 A, $45,000 face amount of the
Commonwealth of Puerto Rico, G.O. Pub. Imp. Bonds, Ser. 1992 and $45,000
face amount of Puerto Rico Pub. Bldgs. Auth., Gov't. Facs. Rev. Bonds,
Ser. A, have been segregated to fund the deferred sales charges. The
sales charges are being paid for with the interest received and by
periodic sales or maturity of these bonds. A deferred sales charge of
$3.75 per Unit is charged on a quarterly basis, and paid to the Sponsors
periodically by the Trustee on behalf of the Holders, up to an aggregate
of $45 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 ORGANIZATION COSTS

Deferred organization costs are being amortized over five years.
Included in "Other liabilities" is $2,649 payable to the Trustee for
reimbursement of costs related to the organization of the Trust.

D - 25.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

Rating of Optional
Portfolio No. and Title of Issues Face Redemption
Securities (1) (4) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 New Jersey Educl. Facs. Auth., Rev. AAA $ 500,000 5.400 % 2027 07/01/06 $ 489,045 $ 501,900
Bonds, The Richard Stockton Coll. of @ 101.000
New Jersey, Ser. 1996 F (AMBAC Ins.)

2 New Jersey Educl. Facs. Auth., Rev. AAA 500,000 5.250 2025 12/01/05 478,620 494,940

Bonds, Univ. of Medicine and Dentistry @ 101.000
of New Jersey Issue, Ser. 1995 B (AMBAC
Ins.)

3 New Jersey Hlth. Care Fac. Fin. Auth., AAA 340,000 6.000 2026 07/01/06 348,293 359,591
Rev. Bonds, St. Joseph's Hosp. and Med. @ 102.000
Ctr. Obligated Grp. Issue, Ser. 1996 A
(Connie Lee Ins.)

4 Delaware River Port Auth., NJ, Rev. AAA 500,000 5.500 2026 01/01/06 492,170 505,565
Bonds, Ser. 1995 (Financial Guaranty @ 102.000
Ins.)

5 New Jersey Econ. Dev. Auth., Ins. Rev. AAA 250,000 6.000 2025 05/15/05 257,578 265,385
Bonds (Educl. Testing Svc. Issue), Ser. @ 102.000
1995 A (MBIA Ins.)

6 The Port Auth. of New York and New AAA 500,000 4.750 2026 01/15/06 442,890 454,190
Jersey, Consol. Bonds, One Hundred @ 101.000
Fourth Ser. (AMBAC Ins.)

7 The Essex Cnty. Imp. Auth., NJ, G.O. AAA 335,000 5.700 2027 01/01/07 335,000 347,167
Gtd. Lease Rev. Bonds (Cnty. Corr. @ 101.000
Facs. Proj.), Ser. 1997 A (Financial
Guaranty Ins.)

8 New Jersey Econ. Dev. Auth., Mkt. AAA 45,000 5.125 2000 None 45,810 45,918
Transition Fac., Sr. Lien Rev. Bonds,
Ser. 1994 A (MBIA Ins.) (6)

9 Commonwealth of Puerto Rico (G.O. AAA 45,000 5.550 1998 None 45,961 45,117
Bonds), Pub. Imp. Bonds, Ser. 1992
(AMBAC Ins.) (6)

</TABLE>
D - 26.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW JERSEY TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

Rating of Optional
Portfolio No. and Title of Issues Face Redemption
Securities (1) (4) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
10 Puerto Rico Pub. Bldgs. Auth., Govt. AAA $ 45,000 4.300 % 1999 None $ 45,086 $ 45,248
Facs. Rev. Bonds, Ser. A (AMBAC Ins.)
(6)

----------- --------- ---------
TOTAL $ 3,060,000 $ 2,980,453 $ 3,065,021
=========== ========= =========

See Notes to Portfolios on page D - 35.
</TABLE>

D - 27.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of April 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 4,026,455 )(Note 1)......... $ 4,209,183
Accrued interest ............................... 67,863
Accrued interest on Segregated Bonds (Note 5) .. 2,814
Cash - principal ............................... 38,000
Cash - income on Segregated Bonds .............. 5,300
Deferred organizational costs (Note 6) ......... 3,262
-----------
Total trust property ......................... 4,326,422

LESS LIABILITIES:
Income advance from Trustee..................... $ 54,692
Deferred sales charge (Note 5) ................. 45,428
Accrued Sponsors' fees ......................... 621
Other liabilities (Note 6) ..................... 3,262 104,003
----------- -----------

NET ASSETS, REPRESENTED BY:
4,038 units of fractional undivided
interest outstanding (Note 3)................ 4,209,869

Undistributed net investment income ............ 12,550 $ 4,222,419
----------- ===========

UNIT VALUE ($ 4,222,419 / 4,038 units )........... $ 1,045.67
===========

</TABLE>

See Notes to Financial Statements.

D - 28.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
May 16, 1997
to
April 30,
1998
----

<S> <C>
INVESTMENT INCOME:
Interest income ........................ $ 215,905
Interest income on Segregated
Bonds (Note 5) ....................... 8,114
Trustee's fees and expenses ............ (7,499)
Sponsors' fees ......................... (1,790)
------------
Net investment income .................. 214,730

UNREALIZED APPRECIATION
OF INVESTMENTS ....................... 182,728
------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 397,458
============

</TABLE>

See Notes to Financial Statements.

D - 29.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
May 16, 1997
to

April 30,
1998
----

<S> <C>
OPERATIONS:
Net investment income .................. $ 214,730
Unrealized appreciation
of investments ....................... 182,728
------------
Net increase in net assets
resulting from operations ............ 397,458
------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (194,066)
------------
SHARE TRANSACTIONS (Note 5):
Deferred sales charge:
Income ............................... (2,814)
Principal ............................ (42,614)
------------
Total Share Transactions ............... (45,428)
------------

NET INCREASE IN NET ASSETS ............... 157,964

NET ASSETS AT BEGINNING OF PERIOD ........ 4,064,455
------------
NET ASSETS AT END OF PERIOD .............. $ 4,222,419
============
PER UNIT:
Income distributions during
period ............................... $ 48.06
============
Net asset value at end of
period ............................... $ 1,045.67
============
TRUST UNITS:
Outstanding at end of period ........... 4,038
============
</TABLE>

See Notes to Financial Statements.

D - 30.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>

Cost of 4,038 units at Date of Deposit .....................$ 4,064,455
Transfer to capital of interest on Segregated Bonds (Note 5) 8,114
Deferred sales charge (Note 5) ............................. (45,428)
Net unrealized appreciation of investments.................. 182,728
-----------

Net capital applicable to Holders ..........................$ 4,209,869
===========
</TABLE>
4. INCOME TAXES

As of April 30, 1998, net unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $182,728, of which
$1,031 related to depreciated securities and $183,759 related to
appreciated securities. The cost of investment securities for Federal
income tax purposes was $4,026,455 at April 30, 1998.

D - 31.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$55,000 face amount of the Commonwealth of Puerto Rico, G.O. Pub. Imp.
Bonds, Ser. 1992, $55,000 face amount of the Commonwealth of Puerto Rico,
G.O. Pub. Imp. Bonds, Ser. 1997 and $55,000 face amount of Puerto Rico Pub.
Bldgs. Auth., Gov't. Facs. Rev. Bonds, Ser. A, have been segregated to
fund the deferred sales charges. The sales charges are being paid for
with the interest received and by periodic sales or maturity of these
bonds. A deferred sales charge of $3.75 per Unit is charged on a quarterly
basis, and paid to the Sponsors periodically by the Trustee on behalf of
the Holders, up to an aggregate of $45 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 ORGANIZATION COSTS

Deferred organization costs are being amortized over five years. Included
in "Other liabilities" is $3,262 payable to the Trustee for reimbursement
of costs related to the organization of the Trust.

D - 32.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
---------- --------- ----------- ----------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Dormitory Auth. of the State of New A(f) $ 500,000 5.500 % 2025 07/01/06 $ 475,955 $ 496,470
York, Dept. of Hlth., Rev. Bonds, Ser. @ 102.000
1996

2 Dormitory Auth. of the State of New A(f) 525,000 5.500 2021 07/01/07 498,115 521,556
York, Dept. of Hlth., Rev. Bonds @ 102.000
(Veterans Home Issue), Ser. 1996

3 Dormitory Auth. of the State of New A(f) 550,000 5.500 2026 05/15/06 523,270 551,249
York, State Univ. Educl. Facs. Rev. @ 102.000
Bonds, Ser. 1996

4 Dormitory Auth. of the State of New A(f) 250,000 6.000 2022 07/01/07 251,048 262,223
York, Upstate Cmnty. Colls., Rev. @ 102.000
Bonds, Ser. 1997

5 New York State Urban Dev. Corp., A(f) 555,000 5.700 2016 01/01/07 545,582 566,516
Correctional Cap. Facs. Rev. Bonds, @ 102.000
Ser. 7

6 State of New York Mtge. Agy., Homeowner Aa2(m) 570,000 5.900 2027 04/01/07 572,371 592,298
Mtge. Rev. Bonds, Ser. 64 @ 102.000

7 New York City, NY, G.O. Bonds, Fiscal Aa3(m) 550,000 5.500 2026 06/15/05 512,485 549,951
Ser. 1996 J @ 100.000

8 New York City, NY, Mun. Wtr. Fin. A2(m) 500,000 5.500 2023 None 479,925 502,010
Auth., Wtr. and Swr. Sys. Rev. Bonds,
Fiscal Ser. 1996 A

9 Commonwealth of Puerto Rico (G.O. AAA 55,000 5.550 1998 None 56,175 55,144
Bonds), Pub. Imp. Bonds, Ser. 1992
(AMBAC Ins.) (5) (6)

10 Commonwealth of Puerto Rico, G.O. Pub A 55,000 5.500 2000 None 56,425 56,465
Imp. Rfdg. Bonds, Ser. 1997 (6)

</TABLE>
D - 33.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (NEW YORK TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of April 30, 1998

<S> <C> <C> <C> <C> <C> <C> <C>
11 Puerto Rico Pub. Bldgs. Auth., Govt. AAA $ 55,000 4.300 % 1999 None $ 55,104 $ 55,301
Facs. Rev. Bonds, Ser. A (AMBAC Ins.)
(5) (6)

----------- --------- ---------
TOTAL $ 4,165,000 $ 4,026,455 $ 4,209,183
=========== ========= =========

See Notes to Portfolios on page D - 35.
</TABLE>

D - 34.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 311 (CALIFORNIA INSURED, CONNECTICUT,
FLORIDA INSURED, NEW JERSEY INSURED AND NEW YORK TRUSTS),
DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
As of April 30, 1998

(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. See "Description of Ratings" in Part B of this
Prospectus.

(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. The tax effect on Holders of redemptions and related
distributions is described under "Taxes" in this Prospectus, Part B.

(4) All securities are insured, either on an individual basis or by portfolio
insurance by a municipal bond insurance company which has been assigned
"AAA" claims paying ability by Standard & Poor's. Accordingly, Standard &
Poor's has assigned a "AAA" rating to the securities. Securities coverd
by portfolio insurance are rated "AAA" only as long as they remain in the
Trust. See "Risk Factors - Bonds Backed by Letters of Credit or Insurance"
in this Prospectus, Part B.

(5) Insured by the indicated municipal bond insurance company. See "Risk
Factors-Bonds Backed by Letters of Credit or Insurance" in this
Prospectus, Part B.

(6) These bonds have been segregated to fund the deferred sales charge.

D - 35.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES
DEFINED ASSET FUNDS
I want to learn more about automatic reinvestment in the Investment Accumulation
Program. Please send me information about participation in the Municipal Fund
Accumulation Program, Inc. and a current Prospectus.
My name (please
print) _________________________________________________________________________
My address (please print):
Street and Apt.
No. ____________________________________________________________________________
City, State, Zip
Code ___________________________________________________________________________
This page is a self-mailer. Please complete the information above, cut along the
dotted line, fold along the lines on the reverse side, tape, and mail with the
Trustee's address displayed on the outside.
<PAGE>

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

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

- --------------------------------------------------------------------------------
(Fold along this line.)
<PAGE>

<PAGE>
DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
MUNICIPAL INVESTMENT TRUST FUND
DEFINED ASSET FUNDS MUNICIPAL SERIES
FURTHER DETAIL REGARDING ANY OF THE INFORMATION PROVIDED IN THE PROSPECTUS MAY
BE OBTAINED
WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE, THE ADDRESS AND
TELEPHONE NUMBER OF WHICH ARE SET FORTH ON THE BACK COVER OF PART A OF THIS
PROSPECTUS.

Index

PAGE
---------
Fund Description...................................... 1
Risk Factors.......................................... 2
How to Buy Units...................................... 8
How to Redeem or Sell Units........................... 10
Income, Distributions and Reinvestment................ 11
Fund Expenses......................................... 12
Taxes................................................. 13
Records and Reports................................... 14
PAGE
---------
Trust Indenture....................................... 14
Miscellaneous......................................... 15
Exchange Option....................................... 17
Appendix A--Description of Ratings.................... a-1
Appendix B--Secondary Market Sales Charge Schedule.... b-1
Appendix C--Sales Charge Schedules for Municipal Asset
Funds, Municipal Series............................... c-1
Supplemental Information...............................Back Cover

FUND DESCRIPTION

BOND PORTFOLIO SELECTION

Professional buyers for Defined Asset Funds, with access to extensive
research, selected the Bonds for the Portfolio after considering the Fund's
investment objective as well as the quality of the Bonds (all Bonds in the
Portfolio are initially rated in the category A or better by at least one
nationally recognized rating organization or have comparable credit
characteristics), the yield and price of the Bonds compared to similar
securities, the maturities of the Bonds and the diversification of the
Portfolio. Only issues meeting these stringent criteria of Defined Asset Funds
were deposited in the Portfolio. No leverage or borrowing is used nor does the
Portfolio contain other kinds of securities to enhance yield. A summary of the
Bonds in the Portfolio appears in Part A of the Prospectus. In a Fund that
includes multiple Trusts or Portfolios, the word Fund should be understood to
mean each individual Trust or Portfolio.

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

Yields on bonds depend on many factors including general conditions of the
bond markets, the size of a particular offering and the maturity and quality
rating of the particular issues. Yields can vary among bonds with similar
maturities, coupons and ratings. Ratings represent opinions of the rating
organizations as to the quality of the bonds rated, based on the credit of the
issuer or any guarantor, insurer or other credit provider, but these ratings are
only general standards of quality (see Appendix A).

After the initial date of deposit, the ratings of some Bonds may be reduced
or withdrawn, or the credit characteristics of the Bonds may no longer be
comparable to bonds rated A or better. Bonds rated BBB or Baa (the lowest
investment grade rating) or lower may have speculative characteristics, and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case
with higher grade bonds. Bonds rated below investment grade or unrated bonds
with

1
<PAGE>
similar credit characteristics are often subject to greater market fluctuations
and risk of loss of principal and income than higher grade bonds and their value
may decline precipitously in response to rising interest rates.

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

BOND PORTFOLIO SUPERVISION

The Fund follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. The Fund may retain an issuer's bonds despite adverse financial
developments. Experienced financial analysts regularly review the Portfolio and
a Bond may be sold in certain circumstances including the occurrence of a
default in payment or other default on the Bond, a decline in the projected
income pledged for debt service on a revenue bond, institution of certain legal
proceedings, if the Bond becomes taxable or is otherwise inconsistent with the
Fund's investment objectives, a decline in the price of the Bond or the
occurrence of other market or credit factors (including advance refundings)
that, in the opinion of the Sponsors makes retention of the Bond detrimental to
the interests of investors. The Trustee must generally reject any offer by an
issuer of a Bond to exchange another security pursuant to a refunding or
refinancing plan.

Every investment involves some risk; for example, the market prices of most
fixed-income investments decline when interest rates rise, and this exposure
increases with the remaining life of the investment. Historically, however,
municipal bonds generally have been second only in creditworthiness to U.S.
government obligations. Municipal unit trusts can be an efficient alternative to
investing in actively managed funds. Active management of a portfolio of quality
municipal bonds may not be as important as with other securities. Insured bonds
provide additional assurance of prompt payments of interest and principal (but
not stability of market value). the price of the Bond or the occurrence of other
market or credit factors (including advance refunding) that, in the opinion of
the Sponsors makes retention of the Bond detrimental to the interests of
investors. The Trustee must generally reject any offer by an issuer of a Bond to
exchange another security pursuant to a refunding or refinancing plan.

The Sponsors and the Trustee are not liable for any default or defect in a
Bond. If a contract to purchase any Bond fails within the 90-day period
following the initial date of deposit, the Sponsors may generally deposit a
replacement bond so long as it is a tax-exempt bond that is not a 'when, as and
if issued' bond, has a fixed maturity or disposition date substantially similar
to the failed Bond and is rated A or better by at least one nationally
recognized rating organization or has comparable credit characteristics. A
replacement bond must be deposited within 110 days after the initial date of
deposit, at a cost that does not exceed the funds reserved for purchasing the
failed Bond and at a yield to maturity and current return substantially
equivalent (considering then current market conditions and relative
creditworthiness) to those of the failed Bond, as of the date the failed
contract was deposited.

RISK FACTORS

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

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

2
<PAGE>
premium or discount attributable to interest rate changes does not indicate
market confidence or lack of confidence in the issue.

Certain Bonds deposited into the Fund may have been acquired on a
when-issued or delayed delivery basis. The purchase price for these Bonds is
determined prior to their delivery to the Fund and a gain or loss may result
from fluctuations in the value of the Bonds. Additionally, if the value of any
short-term Bonds intended for payment of the periodic deferred sales charge,
together with the interest thereon, were to become insufficient to pay these
charges, additional bonds would be required to be sold.

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

GENERAL OBLIGATION BONDS

Certain of the Bonds may be general obligations of a governmental entity.
General obligation bonds are backed by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. However, the
taxing power of any governmental entity may be limited by provisions of state
constitutions or laws and its credit will depend on many factors, including an
erosion of the tax base resulting from population declines, natural disasters,
declines in the state's industrial base or an inability to attract new
industries, economic limits on the ability to tax without eroding the tax base
and the extent to which the entity relies on federal or state aid, access to
capital markets or other factors beyond the entity's control. In addition,
political restrictions on the ability to tax and budgetary constraints affecting
state governmental aid may have an adverse impact on the creditworthiness of
cities, counties, school districts and other local governmental units. Recent
and significant changes in Federal welfare policy may have substantial negative
impact on certain states, and localities within those states, making their
ability to maintain balanced finances more difficult in the future.

MORAL OBLIGATION BONDS

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

REFUNDED BONDS

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

MUNICIPAL REVENUE BONDS

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

Municipal utility bonds, including electrical, water and sewer revenue
bonds, whose payments are dependent on various factors, including the rates
the utilities may charge, the demand for their services and their operating
costs, including expenses to comply with environmental legislation and
other energy and licensing laws and regulations. Utilities are particularly
sensitive to, among other things, the effects of inflation on operating and
construction costs, the unpredictability of future usage requirements, the
costs and availability of fuel and, with certain electric utilities, the
risks associated with the nuclear industry. The

3
<PAGE>
movement to introduce competition in the investor-owned electric utility
industry is likely to indirectly affect municipal utility systems by
inducing them to maintain rates as low as possible. In this effort to keep
rates low, municipal utilities may have more trouble raising rates to
completely recover investment in generating plant;

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

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

Hospital, mental health, nursing home, retirement community and visiting
nurse bonds whose payments are dependent upon revenues of hospitals and
other health care providers. These revenues come from private third-party
payors and government programs, including the Medicare and Medicaid
programs, which have generally undertaken cost containment measures to
limit payments to health care providers. Hospitals must also deal with
shifting competition resulting from hospital mergers and affiliations and
the need to reduce costs as HMOs increase market penetration. Nursing homes
need to keep residential facilities for the elderly, which are not
reimbursable from Medicare/Medicaid, on a profitable basis. Hospital supply
and drug companies must deal with their need to raise prices in an
environment where hospitals and other health care providers are under
intense pressure to keep their costs low. Hospitals and health care
providers are subject to various legal claims by patients and others and
are adversely affected by increasing costs of insurance. The Internal
Revenue Service has been engaged in a program of intensive audits of
certain large tax-exempt hospital and health care providers. Although these
audits have not yet been completed, it has been reported that the
tax-exempt status of some of these organizations may be revoked. Some
hospitals have been required to pay monetary penalties to the IRS;

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

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

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

4
<PAGE>
economy or population or a decline in the consumption, use or cost of the
goods and services that are subject to taxation;

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

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

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

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

Industrial Development Revenue Bonds. Industrial development revenue bonds
are municipal obligations issued to finance various privately operated projects
including pollution control and manufacturing facilities. Payment is generally
solely dependent upon the creditworthiness of the corporate operator of the
project and, in certain cases, an affiliated or third party guarantor and may be
affected by economic factors relating to the particular industry as well as
varying degrees of governmental regulation. In many cases industrial revenue
bonds do not have the benefit of covenants which would prevent the corporations
from engaging in capital restructurings or borrowing transactions which could
reduce their ability to meet their obligations and result in a reduction in the
value of the Portfolio.

BONDS BACKED BY REPURCHASE COMMITMENTS

Certain Funds contain Bonds that were purchased from commercial banks,
savings banks, savings and loan associations or other institutions (thrifts)
that had held the Bonds in their investment portfolios prior to selling the
Bonds to the Fund. These banks or thrifts (the Sellers) have committed to
repurchase the Bonds from the Fund in certain circumstances. In some cases a
Seller's Repurchase Commitments may be backed by a security interest in
collateral or by a letter of credit (see Bonds Backed by Letters or Insurance
below).

A Seller may have committed to repurchase any Bond sold by it if necessary
to satisfy investors' unit redemption requests (a Liquidity Repurchase). A
Seller may also have committed to repurchase any Bonds sold by it if the issuer
of the Bond fails to make payments of interest or principal on the Bond (a
Default Repurchase) or if the issuer becomes or is deemed to be bankup or
insolvent (an Insolvency Repurchase). A Seller may have committed to repurchase
any Bond if the interest on that Bond becomes taxable (a Tax Repurcase).
Investors should realize that they are subject to having all or a portion of the
principal amount of their investment returned prior to termination of the Fund
if any of these situations occurs. A Seller may also have committed to
repurchase the Bonds sold by it on their scheduled disposition dates (as shown
under Portfolio in Part A) (a Disposition Repurchase). The price at which any of
these repurchases will occur (the Put Price) is hown in Part A of the
Prospectus. Any collateral securing any of the Repurchase Commitments may
consist of mortgage-backed securities issued by GNMA (Ginnie Maes), FNMA (Fannie
Maes) or FHLMC (Freddie Macs); mortgages; municipal obligations; corporate
obligations; U.S. government securities; and cash.

Investors in a Fund containing any of these credit-supported Bonds should
be aware that many thrifts have failed in recent years and that the thrift
industry generally has experienced severe strains. New federal legislation has
resulted that imposes new limitations on the ways banks and thrifts may do
business and mandates aggressive, early intervention into unhealthy
institutions. One result of this legislation is an increased possibility of
early payment of the principal amount of an investment in Bonds backed by
collateralized letters of credit or repurchase commitments if a Seller becomes
or is deemed to be insolvent.

5
<PAGE>
BONDS BACKED BY LETTERS OF CREDIT OR INSURANCE

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

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

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

FINANCIAL INFORMATION
AS OF DECEMBER 31, 1996
(IN MILLIONS OF DOLLARS)
--------------------------------------
POLICYHOLDERS'
NAME DATE ESTABLISHED ADMITTED ASSETS SURPLUS
- ---------------------------------------------------- ----------------- --------------- ---------------------
<S> <C> <C> <C>
AMBAC Indemnity Corporation......................... 1970 $ 2,585 $ 899
Asset Guaranty Insurance Co. (AA by S&P) 1988 204 87
Capital Markets Assurance Corp. (CAPMAC)............ 1987 321 194
Connie Lee Insurance Company........................ 1987 233 116
Continental Casualty Company (A+ by S&P) 1948 21,168 4,638
Financial Guaranty Insurance Company................ 1984 2,392 1,093
Financial Security Assurance Inc. (FSA) (including
Financial Security Assurance of Maryland Inc.
(FSAM) (formerly Capital Guaranty Insurance
Company).......................................... 1984 1,155 449
Firemen's Insurance Company of Newark, NJ (A-by
S&P).............................................. 1855 1,930 420
Industrial Indemnity Co. (HIBI) (A+ by S&P)......... 1920 1,368 219
MBIA Insurance Corporation.......................... 1986 4,189 1,467
</TABLE>

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

STATE RISK FACTORS

Investment in a single State Trust, as opposed to a Fund which invests in the
obligations of several states, may involve some additional risk due to the
decreased diversification of economic, political, financial and market risks. A
brief description of the factors which may affect the financial condition of the
applicable State for any State Trust, together with a summary of tax
considerations relating to that State, appear in Part A of the Prospectus;
further information is contained in the Information Supplement.

6
<PAGE>
LITIGATION AND LEGISLATION

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

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

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

PAYMENT OF THE BONDS AND LIFE OF THE FUND

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

FUND TERMINATION

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

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

7
<PAGE>
Portfolio although any Bond unable to be sold at a reasonable price may continue
to be held by the Trustee in a liquidating trust pending its final disposition.
A proportional share of the expenses associated with termination, including
brokerage costs in disposing of Bonds, will be borne by investors remaining at
that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.

LIQUIDITY

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

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

HOW TO BUY UNITS

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

Net accrued interest and principal cash, if any, are added to the Public
Offering Price, the Sponsors' Repurchase Price and the Redemption Price per
Unit. This represents the interest accrued on the Bonds, net of Fund expenses,
from the initial date of deposit to, but not including, the settlement date for
Units (less any prior distributions of interest income to investors). Bonds
deposited also carry accrued but unpaid interest up to the initial date of
deposit. To avoid having investors pay this additional accrued interest (which
earns no return) when they purchase Units, the Trustee advances and distributes
this amount to the Sponsors; it recovers this advance from interest received on
the Bonds. Because of varying interest payment dates on the Bonds, accrued
interest at any time will exceed the interest actually received by the Fund.

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

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

PUBLIC OFFERING PRICE--THE FOLLOWING SECTIONS APPLY TO TWO DIFFERENT TYPES OF
DEFINED MUNICIPAL FUNDS. INVESTORS SHOULD NOTE THE EXACT NAME OF THE FUND ON THE
COVER OF PART A OF THE PROSPECTUS TO MAKE SURE THEY REFER TO THE CORRECT SECTION
BELOW.

SECTION A--MUNICIPAL INVESTMENT TRUST FUND

Funds Without a Deferred Sales Charge:

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

8
<PAGE>
purchased by a single purchaser. A trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account is also
considered a single purchaser.

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

Funds with a Deferred Sales Charge:

In the secondary market (after the initial offering period), the Public
Offering Price (and the Sponsors' Repurchase Price and the Redemption Price) is
based on the lower, bid side evaluation of the Bonds at the next Evaluation Time
after the order is received. Units redeemed or repurchased prior to the accrual
of the final Deferred Sales Charge installment will have the amount of any
remaining installments deducted from the redemption or repurchase proceeds,
although this deduction will be waived in the event of the death or disability
(as defined in the Internal Revenue Code of 1986) of an investor. Units
purchased after the deduction of the first Deferred Sales Charge installment
will be charged the up-front per Unit sales charge indicated in Part A of this
Prospectus based on the Public Offering Price (less the value of the short-term
bonds reserved to pay the deferred sales charge not yet accrued), multiplied by
the number of Deferred Sales Charge installments already deducted. Units
purchased after the deduction of the final Deferred Sales Charge installment
will be subject only to an up-front sales charge based on the maturities of the
bonds in the Portfolio, as set forth in Appendix B.

SECTION B--DEFINED ASSET FUNDS MUNICIPAL SERIES

In the secondary market (after the initial offering period), the Public
Offering Price (and the Sponsors' Repurchase Price and the Redemption Price) is
based on the lower, bid side evaluation of the Bonds at the next Evaluation Time
after the order is received. Investors will be subject to differing types and
amounts of sales charge depending upon the timing of their purchases and
redemptions of Units. A periodic deferred sales charge will be payable quarterly
through about the fifth anniversary of the Fund from a portion of the interest
on and principal of Bonds reserved for that purpose. Commencing on the first
anniversary of the Fund, the Public Offering Price will also include an up-front
sales charge applied to the value of the Bonds in the Portfolio. Lastly,
investors redeeming their Units prior to the fourth anniversary of the Fund will
be charged a contingent deferred sales charge payable out of the redemption
proceeds of their Units. These charges may be less than you would pay to buy and
hold a comparable managed fund. A complete schedule of sales charges appears in
Appendix C. The Sponsors have received an opinion of their counsel that the
deferred sales charge described in this Prospectus is consistent with an
exemptive order received for the SEC.

EVALUATIONS

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

CERTIFICATES

Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Redeem or Sell Units--

9
<PAGE>
Redeeming Units with the Trustee). Certain Sponsors collect additional charges
for registering and shipping Certificates to purchasers. Lost or mutilated
Certificates can be replaced upon delivery of satisfactory indemnity and payment
of costs.

HOW TO REDEEM OR SELL UNITS

You can redeem your Units at any time for a price based on net asset value.
In addition, the Sponsors have maintained an uninterrupted secondary market for
Units for over 20 years and will ordinarily buy back Units at the same price.
The following describes these two methods to redeem or sell Units in greater
detail.

REDEEMING UNITS WITH THE TRUSTEE

You can always redeem your Units directly with the Trustee for net asset
value. This can be done by sending the Trustee a redemption request together
with any Unit certificates you hold, which must be properly endorsed or
accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. In certain instances, additional documents may be required
such as a trust instrument, certificate of corporate authority, certificate of
death or appointment as executor, administrator or guardian.

Within seven days after the Trustee's receipt of your request containing
the necessary documents, a check will be mailed to you in an amount based on the
net asset value of your Units. Because of sales charges, market movements or
changes in the Portfolio, net asset value at the time you redeem your Units may
be greater or less than the original cost of your Units. Net asset value is
calculated each Business Day by adding the value of the Bonds, net accrued
interest, cash and the value of any other Fund assets; deducting unpaid taxes or
other governmental charges, accrued but unpaid Fund expenses and any remaining
deferred sales charges, unreimbursed Trustee advances, cash held to redeem Units
or for distribution to investors and the value of any other Fund liabilities;
and dividing the result by the number of outstanding Units.

For Funds with deferred sales charges, if you redeem or sell your Units
before the final deferred sales charge installment date, the remaining deferred
sales charges will be deducted from the net asset value.

As long as the Sponsors are maintaining a secondary market for Units (as
described below), the Trustee will not actually redeem your Units but will sell
them to the Sponsors for net asset value. If the Sponsors are not maintaining a
secondary market, the Trustee will redeem your Units for net asset value or will
sell your Units in the over-the-counter market if the Trustee believes it will
obtain a higher net price for your Units. If the Trustee is able to sell the
Units for a net price higher than net asset value, you will receive the net
proceeds of the sale.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Bonds selected by the Agent for the Sponsors
based on market and credit factors determined to be in the best interest of the
Fund. These sales are often made at times when the Bonds would not otherwise be
sold and may result in lower prices than might be realized otherwise and may
also reduce the size and diversity of the Fund. If Bonds are being sold during a
time when additional Units are being created by the purchase of additional Bonds
(as described under Portfolio Selection), Bonds will be sold in a manner
designed to maintain, to the extent practicable, the proportionate relationship
among the face amounts of each Bond in the Portfolio.

The Trustee is authorized, on a redemption request for Units with a value
exceeding $250,000 by any investor who acquired 25% or more of the outstanding
Units of a Trust, to pay part or all of the redemption 'in kind' (by the
distribution of Bonds and cash with an aggregate value equal to the applicable
Redemption Price of the Units tendered for redemption). The Trustee will attempt
to make a pro rata distribution of Bonds in the Portfolio, but reserves the
right to distribute solely one or more Bonds. The distribution will be made to
the distribution agent and either held for the account of the investor or
disposed of in accordance with the instructions of the investor. Any transaction
costs as well as transfer and ongoing custodial fees on sales of the Bonds
distributed in kind will be borne by the redeeming investor.

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

10
<PAGE>
SPONSORS' SECONDARY MARKET FOR UNITS

The Sponsors, while not obligated to do so, will buy back Units at net
asset value without any other fee or charge as long as they are maintaining a
secondary market for Units. Because of sales charges, market movements or
changes in the portfolio, net asset value at the time you sell your Units may be
greater or less than the original cost of your Units. The Sponsors may resell
the Units to other buyers or redeem the Units by tendering them 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 for Units.

The Sponsors may discontinue the secondary market for Units without prior
notice if the supply of Units exceeds demand or for other business reasons.
Regardless of whether the Sponsors maintain a secondary market, you have the
right to redeem your Units for net asset value with the Trustee at any time, as
described above.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME

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

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

DISTRIBUTIONS

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

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

RETURN CALCULATIONS

Estimated Current Return shows the estimated annual cash to be received
from interest-bearing bonds in a Portfolio (net of estimated annual expenses)
divided by the Public Offering Price (including the maximum sales charge).
Estimated Long Term Return is a measure of the estimated return over the
estimated life of the Trust. This represents an average of the yields to
maturity (or in certain cases, to an earlier call date) of the individual

11
<PAGE>
Bonds in the Portfolio, adjusted to reflect the maximum sales charge and
estimated expenses. The average yield for the Portfolio is derived by weighting
each Bond's yield by its market value and the time remaining to the call or
maturity date, depending on how the Bond is priced. Unlike Estimated Current
Return, Estimated Long Term Return takes into account maturities, discounts and
premiums of the underlying Bonds.

No return estimate can be predictive of your actual return because returns
will vary with purchase price (including sales charges), how long units are
held, changes in Portfolio composition, changes in interest income and changes
in fees and expenses. Therefore, Estimated Current Return and Estimated Long
Term Return are designed to be comparative rather than predictive. A yield
calculation which is more comparable to an individual Bond may be higher or
lower than Estimated Current Return or Estimated Long Term Return which are more
comparable to return calculations used by other investment products.

REINVESTMENT

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

FUND EXPENSES

Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
Trustee's annual fee is payable in monthly installments. The Trustee also
benefits when it holds cash for the Fund in non-interest bearing accounts.
Possible additional charges include Trustee fees and expenses for maintaining
the Fund's registration statement current with Federal and State authorities,
extraordinary services, costs of indemnifying the Trustee and the Sponsors,
costs of action taken to protect the Fund and other legal fees and expenses,
Fund termination expenses and any governmental charges. The Trustee has a lien
on Fund assets to secure reimbursement of these amounts and may sell Bonds for
this purpose if cash is not available. The Sponsors receive an annual fee
currently estimated at $0.35 per $1,000 face amount to reimburse them for the
cost of providing Portfolio supervisory services to the Fund. The Sponsors may
also be reimbursed for their costs of providing bookkeeping and administrative
services to Defined Asset Funds, currently estimated at $0.10 per Unit. While
these fees may exceed their costs of providing services to the Fund, the total
Sponsor fees from all Series of Municipal Investment Trust Fund will not exceed
their costs for these services to all of those Series during any calendar year.
The Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation
without investors' approval.

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

12
<PAGE>
TAXES

The following summary describes some of the important income tax
consequences of holding Units, assuming that the investor is not a dealer,
financial institution or insurance company or other investor with special
circumstances. Investors should consult their tax advisers about an investment
in the Fund.

At the date of issue of each Bond, counsel for the issuer delivered an
opinion to the effect that interest on the Bond is generally exempt from regular
federal income tax. However, interest may be taken into account in determining
alternative minimum tax under certain circumstances and may also be subject to
state and local taxes. Neither the Sponsors nor Davis Polk & Wardwell has
reviewed the issuance of the Bonds, related proceedings or the basis of the
opinions of counsel for the issuers. There can be no assurance, therefore, that
the issuer (or other users) have complied or will comply with any requirements
necessary for a bond to be tax-exempt. If any of the Bonds were determined not
to be tax-exempt, investors may 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 Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

GENERAL TREATMENT OF THE FUND

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

INCOME OR LOSS UPON DISPOSITION

Upon a disposition of all or part of an investor's pro rata portion of a
Bond (by sale, exchange or redemption of the Bond or his Units), an investor
will generally recognize capital gain or loss. However, gain from the
disposition will generally be ordinary income to the extent of any accrued
'market discount'. An investor will generally have market discount to the extent
that his basis in a bond when he purchases 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 to
previous holders). Investors should consult their tax advisers in this regard.

The excess of a non-corporate investor's net long-term capital gains over
his net short-term capital losses may be subject to tax at a lower rate than
ordinary income. A capital gain or loss is long-term if the investment is held
for more than one year and short-term if held for one year or less. Because the
deduction of capital losses is subject to limitations, an investor may not be
able to deduct all of his capital losses.

INVESTOR'S BASIS IN THE BONDS

An investor's aggregate basis in the Bonds will be equal to the cost of his
Units, including any sales charges and the organizational expenses borne by the
investor but excluding any amount paid for accrued interest, and adjusted to
reflect any accruals of 'original issue discount', 'acquisition premium' and
'bond premium'. Investors should consult their tax advisers in this regard.

EXPENSES

A non-corporate investor is not entitled to a deduction for his pro rata
share of fees and expenses of the Fund. Also, if an investor borrowed money in
order to purchase or carry his Units, he will not be able to deduct the interest
on this borrowing. The Internal Revenue Service may treat an investor's purchase
of Units as made with borrowed money even if the borrowed money was not directly
used to purchase the Units.

STATE AND LOCAL TAXES

Under the income tax laws of the State and City of New York, the Fund will
not be taxed as a corporation. The income recognized by investors that are New
York taxpayers will not be tax-exempt in New York except to the extent it is
earned on Bonds that are tax-exempt for New York purposes. Depending on where
investors live, income from the Fund may be subject to state and local taxation.
Investors should consult their tax advisers in this regard.

13
<PAGE>
RECORDS AND REPORTS

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

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

TRUST INDENTURE

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

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

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

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

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

14
<PAGE>
MISCELLANEOUS

LEGAL OPINION

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

AUDITORS

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

TRUSTEE

The Trustee and its address are stated on the back cover of the Prospectus.
The Trustee is subject to supervision by the Federal Deposit Insurance
Corporation, the Board of Governors of the Federal Reserve System and New York
State banking authorities.

SPONSORS

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

CODE OF ETHICS

The Agent for the Sponsors has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its personnel
who have access to information on Defined Asset Funds portfolio transactions.
The code is intended to prevent any act, practice or course of conduct which
would operate as a fraud or deceit on any Fund and to provide guidance to these
persons regarding standards of conduct consistent with the Agent's
responsibilities to the Funds.

PUBLIC DISTRIBUTION

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

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

15
<PAGE>
UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will be entitled to receive sales
charges. The Sponsors also realize a profit or loss on deposit of the Bonds
equal to the difference between the cost of the Bonds to the Fund (based on the
offer side evaluation on the initial date of deposit) and the Sponsors' cost of
the Bonds. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Bonds it deposits in the Fund which were acquired from underwriting
syndicates of which it was a member. During the initial offering period, the
Underwriting Account also may realize profits or sustain losses as a result of
fluctuations after the initial date of deposit in the Public Offering Price of
the Units. In maintaining a secondary market for Units, the Sponsors will also
realize profits or sustain losses in the amount of any difference between the
prices at which they buy Units and the prices at which they resell these Units
(which include the sales charge) or the prices at which they redeem the Units.
Cash, if any, made available by buyers of Units to the Sponsors prior to a
settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.

FUND PERFORMANCE

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

Fund performance may be compared to performance on the same basis (with
distributions reinvested) of Moody's Municipal Bond Averages or performance data
from publications such as Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, The New York Times, U.S. News and World
Report, Barron's Business Week, CDA Investment Technology, Inc., Forbes Magazine
or Fortune Magazine. Average annual compounded rates of return of selected asset
classes over various periods of time may also be compared to the rate of
inflation over the same periods.

DEFINED ASSET FUNDS

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

Defined Asset Funds reflect a buy and hold strategy that the Sponsors
believe can be more effective and cost-effective than active management. This
strategy is premised on selection criteria and procedures, diversification and
regular monitoring by investment professionals. Various advertisements and sales
literature may summarize the results of economic studies concerning how stock
market movement has tended to be concentrated and how longer-term investments
can tend to reduce risk.

One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one.

16
<PAGE>
Most investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income.

EXCHANGE OPTION

You may exchange Units of the Fund for units of certain other Defined Asset
Funds subject only to a reduced sales charge.

Upon the deduction of the final Deferred Sales Charge installment for the
Fund, you may exchange your units of any Municipal Investment Trust Fund
Intermediate Term Series with a regular maximum sales charge of at least 3.25%,
of any other Defined Asset Fund with a regular maximum sales charge of at least
3.50%, or of any unaffiliated unit trust with a regular maximum sales charge of
at least 3.0%, for Units of this Fund at their relative net asset values,
subject only to a reduced sales charge or to any remaining deferred sales charge
on the units being exchanged, as applicable.

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

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

17
<PAGE>
APPENDIX A

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

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

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

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

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

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

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

The ratings from AA to CCC may be modified by the addition of a plus or
minus sign to show relative standing within the major rating categories.

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

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

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

MOODY'S INVESTORS SERVICE, INC.

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

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

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

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

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well

a-1
<PAGE>
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

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

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

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

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

FITCH INVESTORS SERVICE, INC.

AAA--These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--These bonds are considered to be investment grade and of high quality.
The obligor's ability to pay interest and repay principal, while very strong, is
somewhat less than for AAA rated securities or more subject to possible change
over the term of the issue.

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

BBB--These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however are more likely to weaken this ability than bonds with higher ratings.

A '+' or a '-' sign after a rating symbol indicates relative standing in
its rating.

DUFF & PHELPS CREDIT RATING CO.

AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA--High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic condtions.

A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.

A '+' or a '-' sign after a rating symbol indicates relative standing in
its rating.

a-2
<PAGE>
APPENDIX B
MUNICIPAL INVESTMENT TRUST FUND
SECONDARY MARKET SALES CHARGE SCHEDULE

ACTUAL SALES CHARGE AS DEALER CONCESSION AS
PERCENT OF EFFECTIVE PERCENT OF EFFECTIVE
NUMBER OF UNITS SALES CHARGE SALES CHARGE
- ----------------- ------------------------- -------------------------
1-249 100% 65.00%
250-499 80 52.00
500-749 60 39.00
750-999 45 29.25
1,000 or more 35 22.75

EFFECTIVE SALES CHARGE

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

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

For Funds with a deferred sales charge, Units purchased after the deduction
of the final deferred sales charge installment will be subject only to an
up-front sales charge based on the maturities of the bonds in the Portfolio, as
set forth above. The dealer concession for these funds with a deferred sales
charge will be 65% of the Effective Sales Charge after all deferred charges have
been deducted. Until that time, the dealer concession will be 65% of the
difference between the offer price and the remaining deferred sales charge to be
collected.

b-1
<PAGE>
DEFINED ASSET FUNDS MUNICIPAL SERIES
MUNICIPAL INVESTMENT TRUST FUND
APPENDIX C
SALES CHARGE SCHEDULES FOR DEFINED ASSET FUNDS, MUNICIPAL SERIES

DEFERRED AND UP-FRONT SALES CHARGES. Units purchased in the second through
fifth year of the Fund will be subject to an up-front sales charge as well as
periodic deferred and contingent deferred sales charges. Units purchased
thereafter will be subject only to an up-front sales charge. During the first
five years of the Fund, a fixed periodic deferred sales charge of $2.75 per Unit
is payable on 20 quarterly payment dates occurring on the 10th day of February,
May, August and November, commencing no earlier than 45 days after the initial
date of deposit. Investors purchasing Units on the initial date of deposit and
holding for at least five years, for example, would incur total periodic
deferred sales charges of $55.00 per Unit. Because of the time value of money,
however, as of the initial date of deposit this periodic deferred sales charge
obligation would, at current interest rates, equate to an up-front sales charge
of approximately 4.75%.

As the periodic deferred sales charge is a fixed dollar amount irrespective
of the Public Offering Price, it will represent a varying percentage of the
Public Offering Price. An up-front sales charge will be imposed on all unit
purchases after the first year of the Fund, but in no event earlier than the
business day following the fourth quarterly payment date.

The following table illustrates the combined maximum up-front and periodic
deferred sales charges that would be incurred by an investor who purchases Units
at the beginning of each of the first five years of the Fund (based on a
constant Unit price) and holds them through the fifth year of the Fund:

TOTAL
UP-FRONT SALES CHARGE MAXIMUM UP-FRONT AND PERIODIC
AMOUNT DEFERRED SALES
DEFERRED PER CHARGES
$1,000 INVESTED PER $1,000 INVESTED
----------------------------------------------------------- --------------- ---------------------
YEAR OF UNIT AS PERCENT OF PUBLIC AS PERCENT OF NET AMOUNT PER
PURCHASE OFFERING PRICE AMOUNT INVESTED $1,000 INVESTED
- ------------------- --------------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C>
1 None None None $ 55.00 $ 55.00
2 1.10% 1.11% $ 11.00 44.00 55.00
3 2.20 2.25 22.00 33.00 55.00
4 3.30 3.41 33.00 22.00 55.00
5 4.40 4.60 44.00 11.00 55.00
</TABLE>

To the extent that the initial up-front sales charge does not commence
until the business day following the fourth quarterly payment date (as provided
above), the annual increase in the up-front sales charge will be similarly
delayed.

CONTINGENT DEFERRED SALES CHARGE. Units redeemed or repurchased within 4
years after the Fund's initial date of deposit will not only incur the periodic
deferred sales charge until the quarter of redemption or repurchase but will
also be subject to a contingent deferred sales charge:

YEAR SINCE FUND'S
INITIAL DATE OF CONTINGENT DEFERRED
DEPOSIT SALES CHARGE PER UNIT
- --------------------- ---------------------
1 $ 25.00
2 15.00
3 10.00
4 5.00
5 and thereafter None

c-1
<PAGE>
The contingent deferred sales charge is waived on any redemption or
repurchase of Units after the death (including the death of a single joint
tenant with rights of survivorship) or disability (as defined in the Internal
Revenue Code) of an investor, provided the redemption or repurchase is requested
within one year of the death or initial determination of disability. The
Sponsors may require receipt of satisfactory proof of disability before
releasing the portion of the proceeds representing the amount of the contingent
deferred sales charge waived.

To assist investors in understanding the total costs of purchasing units
during the first four years of the Fund and disposing of those units by the
fifth year, the following tables set forth the maximum combined up-front,
periodic and contingent deferred sales charges that would be incurred (assuming
a constant Unit price) by an investor:
UNITS PURCHASED ON INITIAL OFFERING DATE

YEAR OF UNIT DEFERRED SALES CONTINGENT DEFERRED
DISPOSITION UP-FRONT SALES CHARGE CHARGE SALES CHARGE TOTAL SALES CHARGES
- ------------------- --------------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
1 None $ 11.00 $ 25.00 $ 36.00
2 None 22.00 15.00 37.00
3 None 33.00 10.00 43.00
4 None 44.00 5.00 49.00
5 None 55.00 0.00 55.00
</TABLE>

UNITS PURCHASED ON FIRST ANNIVERSARY OF FUND

YEAR OF UNIT DEFERRED SALES CONTINGENT DEFERRED
DISPOSITION UP-FRONT SALES CHARGE CHARGE SALES CHARGE TOTAL SALES CHARGES
- ------------------- --------------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
2 $ 11.00 $ 11.00 $ 15.00 $ 37.00
3 11.00 22.00 10.00 43.00
4 11.00 33.00 5.00 49.00
5 11.00 44.00 0.00 55.00
</TABLE>

UNITS PURCHASED ON SECOND ANNIVERSARY OF FUND

YEAR OF UNIT DEFERRED SALES CONTINGENT DEFERRED
DISPOSITION UP-FRONT SALES CHARGE CHARGE SALES CHARGE TOTAL SALES CHARGES
- ------------------- --------------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
3 $ 22.00 $ 11.00 $ 10.00 $ 43.00
4 22.00 22.00 5.00 49.00
5 22.00 33.00 0.00 55.00
</TABLE>

UNITS PURCHASED ON THIRD ANNIVERSARY OF FUND

YEAR OF UNIT DEFERRED SALES CONTINGENT DEFERRED
DISPOSITION UP-FRONT SALES CHARGE CHARGE SALES CHARGE TOTAL SALES CHARGES
- ------------------- --------------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
4 $ 33.00 $ 11.00 $ 5.00 $ 49.00
5 33.00 22.00 0.00 55.00
</TABLE>

UNITS PURCHASED ON FOURTH ANNIVERSARY OF FUND

c-2
<PAGE>
SUPPLEMENTAL INFORMATION

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

PROSPECTUS FORMAT

This prospectus consists of a Part A and this Part B. The Prospectus does
not contain all of the information with respect to the investment company set
forth in its registration statement and exhibits relating thereto which have
been filed with the Securities and Exchange Commission, Washington, D.C. under
the Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made. Copies of filed material can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission also maintains a Web site that
contains information statements and other information regarding registrants such
as Defined Asset Funds that file electronically with the Commission at
http://www.sec.gov.

No person is authorized to give any information or to make any
representations with respect to this investment company not contained in the
registration statement and related exhibits; and any information or
representation not contained therein must not be relied upon as having been
authorized. The Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, securities in any state to any person to whom
it is not lawful to make such offer in such state.

15900-5/97

<PAGE>

DEFINED
ASSET FUNDSSM

SPONSORS: MUNICIPAL INVESTMENT
Merrill Lynch, TRUST FUND
Pierce, Fenner & Smith Incorporated Multistate Series--311
Defined Asset Funds (Unit Investment Trusts)
P.O. Box 9051 PROSPECTUS PART A
Princeton, NJ 08543-9051 This Prospectus consists of a Part A and
(609) 282-8500 a Part B. This Prospectus does not
Smith Barney Inc. contain all of the information with
Unit Trust Department respect to the investment company set
388 Greenwich Street--23rd Floor forth in its registration statement and
New York, NY 10013 exhibits relating thereto which have
(212) 816-4000 been filed with the Securities and
PaineWebber Incorporated Exchange Commission, Washington, D.C.
1200 Harbor Boulevard under the Securities Act of 1933 and the
Weehawken, NJ 07087 Investment Company Act of 1940, and to
(201) 902-3000 which reference is hereby made. Copies
Prudential Securities Incorporated of filed material can be obtained from
One New York Plaza the Public Reference Section of the
New York, NY 10292 Commission, 450 Fifth Street, N.W.,
(212) 778-6164 Washington, D.C. 20549 at prescribed
Dean Witter Reynolds Inc. rates. The Commission also maintains a
Two World Trade Center--59th Floor Web site that contains information
New York, NY 10048 statements and other information
(212) 392-2222 regarding registrants such as Defined
EVALUATOR: Asset Funds that file electronically
Kenny S&P Evaluation Services, with the Commission at
a division of J. J. Kenny Co., Inc. http://www.sec.gov.
65 Broadway No person is authorized to give any
New York, NY 10006 information or to make any
TRUSTEE: representations with respect to this
The Chase Manhattan Bank investment company not contained in its
Customer Service Retail Department registration statement and exhibits
Bowling Green Station relating thereto; and any information or
P.O. Box 5187 representation not contained therein
New York, NY 10274-5187 must not be relied upon as having been
1-800-323-1508 authorized. This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy,
securities in any state to any person to
whom it is not lawful to make such offer
in such state.
11556--7/98

<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 including Part B incorporated by reference, Defined Asset
Funds--Municipal Investment Trust Fund, Insured Series--22, 1933 Act File No.
2-93886.

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--30, 1933 Act File No. 33-49353).

4.1 --Consent of the Evaluator.

5.1 --Consent of independent accountants.

9.1 --Information Supplement (incorporated by reference to Exhibit 9.1 to
the Registration Statement of Municipal Investment Trust Fund,
Multistate Series--30, 1933 Act File No. 33-49353).

R-1
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--311
DEFINED ASSET FUNDS

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--311, 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 8TH DAY OF JUNE,
1998.

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

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

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

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

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

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

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

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

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

R-3
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

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

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-4
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

By the following persons, who constitute a majority of Powers of Attorney
the Board of Directors of Smith Barney Inc.: have been filed
under the 1933 Act
File Numbers:
33-49753, 33-55073
and 333-10441

JAMES DIMON
DERYCK C. MAUGHAN

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

R-5
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

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

RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)

R-6
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

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

JOSEPH J. GRANO, JR.
DONALD B. MARRON
By
ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated
and Attorney-in-fact for the persons listed above)

R-7

<PAGE>
EXHIBIT 4.1

STANDARD & POOR'S
A DIVISION OF THE McGRAW-HILL COMPANIES
J. J. KENNY
65 BROADWAY
NEW YORK, N.Y. 10006-2551
TELEPHONE (212) 770-4422
FAX 212/797-8681

July 8, 1998

Frank A. Ciccotto, Jr.
Vice President
Tax-Exempt Evaluations

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004

RE: MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES--311 DEFINED ASSET FUNDS

Gentlemen:

We have examined the post-effective Amendment to the Registration Statement
File No. 333-24529 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in our
KENNYBASE database.

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

Sincerely,
FRANK A. CICCOTTO
Vice President

<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--311 (California,
Connecticut, Florida, New Jersey and New York Trusts), Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 1 to Registration
Statement No. 333-24529 of our opinion dated June 16, 1998 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Miscellaneous--Auditors' in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
July 8, 1998

<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> CALIFORNIA INSURED TRUST
<MULTIPLIER> 1

<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 4,931,694
<INVESTMENTS-AT-VALUE> 5,094,195
<RECEIVABLES> 78,716
<ASSETS-OTHER> 56,414
<OTHER-ITEMS-ASSETS> 4,077
<TOTAL-ASSETS> 5,233,402
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (127,608)
<TOTAL-LIABILITIES> (127,608)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,928,347
<SHARES-COMMON-STOCK> 4,872
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 14,946
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 162,501
<NET-ASSETS> 5,105,794
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 273,329
<OTHER-INCOME> 0
<EXPENSES-NET> (10,674)
<NET-INVESTMENT-INCOME> 262,655
<REALIZED-GAINS-CURRENT> 6,124
<APPREC-INCREASE-CURRENT> 162,501
<NET-CHANGE-FROM-OPS> 431,280
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (238,718)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 175
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (50,859)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> CONNECTICUT TRUST
<MULTIPLIER> 1

<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 3,335,088
<INVESTMENTS-AT-VALUE> 3,443,941
<RECEIVABLES> 61,903
<ASSETS-OTHER> 35,318
<OTHER-ITEMS-ASSETS> 2,650
<TOTAL-ASSETS> 3,543,812
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (89,043)
<TOTAL-LIABILITIES> (89,043)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,335,815
<SHARES-COMMON-STOCK> 3,281
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,101
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 108,853
<NET-ASSETS> 3,454,769
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 181,199
<OTHER-INCOME> 0
<EXPENSES-NET> (8,252)
<NET-INVESTMENT-INCOME> 172,947
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 108,853
<NET-CHANGE-FROM-OPS> 281,800
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (156,208)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 88,681
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> FLORIDA TRUST
<MULTIPLIER> 1

<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 3,575,699
<INVESTMENTS-AT-VALUE> 3,682,803
<RECEIVABLES> 45,256
<ASSETS-OTHER> 37,592
<OTHER-ITEMS-ASSETS> 2,856
<TOTAL-ASSETS> 3,768,507
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (74,911)
<TOTAL-LIABILITIES> (74,911)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,575,690
<SHARES-COMMON-STOCK> 3,533
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,802
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 107,104
<NET-ASSETS> 3,693,596
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 191,482
<OTHER-INCOME> 0
<EXPENSES-NET> (8,457)
<NET-INVESTMENT-INCOME> 183,025
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 107,104
<NET-CHANGE-FROM-OPS> 290,129
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (165,486)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 84,897
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> NEW JERSEY INSURED
<MULTIPLIER> 1

<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 2,980,453
<INVESTMENTS-AT-VALUE> 3,065,021
<RECEIVABLES> 58,425
<ASSETS-OTHER> 31,239
<OTHER-ITEMS-ASSETS> 2,649
<TOTAL-ASSETS> 3,157,334
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (85,487)
<TOTAL-LIABILITIES> (85,487)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,978,414
<SHARES-COMMON-STOCK> 2,953
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8,865
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 84,568
<NET-ASSETS> 3,071,847
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 170,344
<OTHER-INCOME> 0
<EXPENSES-NET> (8,056)
<NET-INVESTMENT-INCOME> 162,288
<REALIZED-GAINS-CURRENT> 10,676
<APPREC-INCREASE-CURRENT> 84,568
<NET-CHANGE-FROM-OPS> 257,532
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (145,989)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 327
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (267,508)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> NEW YORK TRUST
<MULTIPLIER> 1

<S>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1998
<PERIOD-END> APR-30-1998
<INVESTMENTS-AT-COST> 4,026,455
<INVESTMENTS-AT-VALUE> 4,209,183
<RECEIVABLES> 70,677
<ASSETS-OTHER> 43,300
<OTHER-ITEMS-ASSETS> 3,262
<TOTAL-ASSETS> 4,326,422
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> (104,003)
<TOTAL-LIABILITIES> (104,003)
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,027,141
<SHARES-COMMON-STOCK> 4,038
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 12,550
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 182,728
<NET-ASSETS> 4,222,419
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 224,019
<OTHER-INCOME> 0
<EXPENSES-NET> (9,289)
<NET-INVESTMENT-INCOME> 214,730
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 182,728
<NET-CHANGE-FROM-OPS> 397,458
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (194,066)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 157,964
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000

July 8, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sirs:

We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.

Very truly yours,

Davis Polk & Wardwell

Attachment

<PAGE>

EXHIBIT A
<TABLE>
<CAPTION>

1933 ACT 1940 ACT
FUND NAME CIK FILE NO. FILE NO.
- --------- --- -------- --------
<S> <C> <C> <C>

DEFINED ASSET FUNDS-EIF UCSS-3 317421 2-68060 811-3044

DEFINED ASSET FUNDS- GNMA SERIES 1V DAF 892634 33-49091 811-2810
DEFINED ASSET FUNDS- GNMA SERIES 1W DAF 893060 33-53181 811-2810

DEFINED ASSET FUNDS-MITF IS-178 803845 33-45958 811-1777
DEFINED ASSET FUNDS- IS-191 DAF 803874 33-49447 811-1777
DEFINED ASSET FUNDS- IS-233 DAF 804058 333-0157 811-1777

DEFINED ASSET FUNDS-MITF ITS-151 780799 33-34135 811-1777
DEFINED ASSET FUNDS-MITF ITS-190 868095 33-46843 811-1777
DEFINED ASSET FUNDS- ITS-205 DAF 868112 33-49425 811-1777
DEFINED ASSET FUNDS- ITS-206 DAF 868113 33-49501 811-1777
DEFINED ASSET FUNDS- ITS-230 DAF 910376 33-53167 811-1777
DEFINED ASSET FUNDS- ITS-231 DAF 910377 33-53281 811-1777
DEFINED ASSET FUNDS- ITS-253 DAF 924345 33-58435 811-1777

DEFINED ASSET FUNDS- MPS-527 DAF 892745 33-49389 811-1777
DEFINED ASSET FUNDS- MPS-540 DAF 892762 33-52453 811-1777
DEFINED ASSET FUNDS- MPS-606 DAF 947137 333-2311 811-1777

DEFINED ASSET FUNDS-MITF MSS-4 881828 33-47649 811-1777
DEFINED ASSET FUNDS- MSS-205 DAF 924303 333-0157 811-1777
DEFINED ASSET FUNDS- MSS-310 DAF 1031541 333-2333 811-1777
DEFINED ASSET FUNDS- MSS-311 DAF 1031542 333-2452 811-1777
DEFINED ASSET FUNDS- MSS-33 DAF 895620 33-49427 811-1777
DEFINED ASSET FUNDS- MSS-60 DAF 910006 33-52755 811-1777
DEFINED ASSET FUNDS- MSS-62 DAF 910009 33-53285 811-1777
DEFINED ASSET FUNDS-MITF MSS 8R 868161 33-40108 811-1777

DEFINED ASSET FUNDS-MITF NYS A 725648 2-85869 811-1777

DEFINED ASSET FUNDS- US GOVT ZERO COUP BD SER 8 DAF 893202 333-3610 811-2810

TOTAL: 26 FUNDS

</TABLE>