MUNICIPAL INVESTMENT TR FD MULTISTATE SER 319 DEF ASSET FDS
497, 2000-02-25
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                             DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                             ------------------------------
                             ----------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--319
                           (A UNIT INVESTMENT TRUST)
                           -  CALIFORNIA, NEW JERSEY AND NEW YORK PORTFOLIOS
                           -  PORTFOLIOS OF INTERMEDIATE AND LONG-TERM MUNICIPAL
                              BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  EXEMPT FROM SOME STATE TAXES
                           -  MONTHLY DISTRIBUTIONS

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

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

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

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

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF NOVEMBER 30, 1999, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
California Intermediate Insured
  Portfolio--
  Risk/Return Summary................    3
California Insured
  Portfolio--Risk/Return Summary.....    6
New Jersey Insured
  Portfolio--Risk/Return Summary.....    9
New York Portfolio--
  Risk/Return Summary................   12
What You Can Expect From Your
  Investment.........................   16
  Monthly Income.....................   16
  Return Figures.....................   16
  Records and Reports................   16
The Risks You Face...................   17
  Interest Rate Risk.................   17
  Call Risk..........................   17
  Reduced Diversification Risk.......   17
  Liquidity Risk.....................   17
  Concentration Risk.................   17
  State Concentration Risk...........   18
  Bond Quality Risk..................   20
  Insurance Related Risk.............   20
  Litigation and Legislation Risks...   20
Selling or Exchanging Units..........   21
  Sponsors' Secondary Market.........   21
  Selling Units to the Trustee.......   21
  Exchange Option....................   22
How The Fund Works...................   22
  Pricing............................   22
  Evaluations........................   22
  Income.............................   23
  Expenses...........................   23
  Portfolio Changes..................   23
  Fund Termination...................   24
  Certificates.......................   24
  Trust Indenture....................   24
  Legal Opinion......................   25
  Auditors...........................   25
  Sponsors...........................   25
  Trustee............................   26
  Underwriters' and Sponsors'
    Profits..........................   26
  Public Distribution................   26
  Code of Ethics.....................   26
Taxes................................   27
Supplemental Information.............   29
Financial Statements.................  D-1
</TABLE>

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

CALIFORNIA INTERMEDIATE INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     and some state and local taxes by
     investing in a fixed portfolio
     consisting primarily of insured,
     intermediate term municipal revenue
     bonds with an estimated average life of
     about 10 years.

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     intermediate-term tax-exempt municipal
     bonds, and some short-term bonds
     reserved to pay the deferred sales fee,
     with an aggregate face amount of
     $2,820,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / General Obligation                8%
<S>                                 <C>
  / / Hospitals/Health Care             18%
  / / Lease Rental Appropriation        18%
  / / Municipal Water/Sewer
Utilities                               26%
  / / Tax Allocation                    30%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     municipal water/sewer utility and tax
     allocation bonds, adverse developments in
     these sectors may affect the value of
     your units.

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

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

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

                                       3
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 3.75
     Annual Income per unit:                        $45.07
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

     Maximum Sales Fee (Load) on new
     purchases (as a percentage of
     $1,000 invested)                            2.75%

     You will pay an up-front sales fee of 1.005%, as well
     as a total deferred sales fee of $16.75 per unit (paid
     in quarterly installments November, February, May and
     August through February, 2001). Employees of some of
     the Sponsors and their affiliates may pay a reduced
     sales fee of no less than $5.00 per unit.

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

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

     Maximum Exchange Fee          1.75%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.71
     Trustee's Fee
                                                    $0.56
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.47
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.55
     Other Operating Expenses
                                                    -----
                                                    $2.49
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

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

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

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

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

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

                                       4
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT           $1,006.68
     (as of November 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 8
     long-term tax-exempt municipal bonds,
     and some short-term bonds reserved to
     pay the deferred sales fee, with an
     aggregate face amount of $3,775,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Hospitals/Health Care             27%
<S>                                 <C>
  / / Housing                           19%
  / / Lease Rental Appropriation        11%
  / / Municipal Water/Sewer
  Utilities                             23%
  / / Special Tax                       20%
</TABLE>

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.00
     Annual Income per unit:                        $48.11
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

     You will pay an up-front sales fee of 1.125%, as well
     as a total deferred sales fee of $18.75 per unit (paid
     in quarterly installments November, February, May and
     August through February, 2001). Employees of some of
     the Sponsors and their affiliates may pay a reduced
     sales fee of no less than $5.00 per unit.

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.71
     Trustee's Fee
                                                    $0.56
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.33
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.52
     Other Operating Expenses
                                                    -----
                                                    $2.32
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

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

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

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

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

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

                                       7
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT              $917.14
     (as of November 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

NEW JERSEY INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds,
     and some short-term bonds reserved to
     pay the deferred sales fee, with an
     aggregate face amount of $3,305,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Airports/Ports/Highways           33%

<S>                                 <C>
  / / General Obligation                2%
  / / Hospitals/Health Care             24%
  / / Housing                           14%
  / / Lease Rental Appropriation        10%
  / / Municipal Water/Sewer
      Utilities                         17%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     airport/port/highway bonds, adverse
     developments in this sector may affect
     the value of your units.

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

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

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

                                       9
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.01
     Annual Income per unit:                        $48.21
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

     You will pay an up-front sales fee of 1.125%, as well
     as a total deferred sales fee of $18.75 per unit (paid
     in quarterly installments November, February, May and
     August through February, 2001). Employees of some of
     the Sponsors and their affiliates may pay a reduced
     sales fee of no less than $5.00 per unit.

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.72
     Trustee's Fee
                                                    $0.56
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.40
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.44
     Other Operating Expenses
                                                    -----
                                                    $2.32
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW JERSEY PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New Jersey Series
     were offered between June 22, 1988 and
     September 19, 1996 and were outstanding on
     December 31, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    3.61%     6.45%     5.47%     3.71%     7.64%     6.06%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -3.01      5.09      5.32     -1.25      6.16      5.88
 Low                     -8.81      3.02      4.98     -6.13      3.73      5.57
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.86%     5.30%     5.54%
</TABLE>

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

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

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

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

                                       10
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT              $934.52
     (as of November 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       11
<PAGE>
- --------------------------------------------------------------------------------

NEW YORK PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds,
     any some short-term bonds reserved to
     pay the deferred sales fee, with an
     aggregate face amount of $4,735,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  When the bonds were initially deposited
     they were rated A or better by Standard
     & Poor's, Moody's or Fitch. THE QUALITY
     OF THE BONDS MAY CURRENTLY BE LOWER.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  28% of the bonds are insured by
     insurance companies.
  -  16% of the bonds are backed by bank
     letters of credit.
  -  Letters of credit and insurance
     guarantee timely payments of principal
     and interest on the bonds (but not Fund
     units on the market value of the bonds
     before they mature).

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

<TABLE>
  / / Airports/Ports/Highways           11%
<S>                                 <C>
  / / General Obligation                18%
  / / Hospitals/Health Care             29%
  / / Lease Rental Appropriation        12%
  / / Refunded Bonds                    16%
  / / Universities/Colleges             14%
</TABLE>

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

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

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

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

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

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

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

                                       12
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.24
     Annual Income per unit:                        $50.93
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

     You will pay an up-front sales fee of 1.125%, as well
     as a total deferred sales fee of $18.75 per unit (paid
     in quarterly installments November, February, May and
     August, through February, 2001). Employees of some of
     the Sponsors and their affiliates may pay a reduced
     sales fee of no less than $5.00 per unit.

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.74
     Trustee's Fee
                                                    $0.57
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.28
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.33
     Other Operating Expenses
                                                    -----
                                                    $2.12
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT              $989.25
     (as of November 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       14
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

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

<CAPTION>

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

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

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

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

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,850     16.49       4.79       5.39       5.99       6.59       7.18       7.78       8.38
  $ 26,251- 63,550      $ 43,851-105,950     31.98       5.88       6.62       7.35       8.09       8.82       9.56      10.29
  $ 63,551-132,600      $105,951-161,450     35.40       6.19       6.97       7.74       8.51       9.29      10.06      10.84
  $132,601-288,350      $161,451-288,350     40.08       6.68       7.51       8.34       9.18      10.01      10.85      11.68
OVER $288,350           OVER $288,350        43.45       7.07       7.96       8.84       9.73      10.61      11.49      12.38

<S>                    <C>        <C>
  $      0- 26,250       8.98       9.58
  $ 26,251- 63,550      11.03      11.76
  $ 63,551-132,600      11.61      12.38
  $132,601-288,350      12.52      13.35
OVER $288,350           13.26      14.15
</TABLE>

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

<CAPTION>

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

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

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

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

<CAPTION>

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

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

<S>                    <C>        <C>
  $      0- 26,250       9.47      10.10
  $ 26,251- 63,550      11.18      11.93
  $ 63,551-132,600      11.67      12.45
  $132,601-288,350      12.58      13.42
OVER $288,350           13.33      14.22
</TABLE>

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 2000
federal and applicable State (and City) income tax rates and assumes that all
income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.

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

                                       15
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

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

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

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

RETURN FIGURES

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

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

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

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

Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.

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

RECORDS AND REPORTS

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

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

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

                                       16
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

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

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

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

                                       17
<PAGE>
    and others and are adversely affected by increasing costs of insurance; and
  - many hospitals are aggressively buying physician practices and assuming risk
    contracts to gain market share. If revenues do not increase accordingly,
    this practice could reduce profits;
  - Medicare is changing its reimbursement system for nursing homes. Many
    nursing home providers are not sure how they will be treated. In many cases,
    the providers may receive lower reimbursements and these would have to cut
    expenses to maintain profitability; and
  - most retirement/nursing home providers rely on entrance fees for operating
    revenues. If people live longer than expected and turnover is lower than
    budgeted, operating revenues would be adversely affected by less than
    expected entrance fees.

Here is what you should know about the California Portfolio's concentration in
municipal water and sewer revenue bonds. The payment of interest and principal
of these bonds depends on the rates the utilities may charge, the demand for
their services and the cost of operating their business which includes the
expense of complying with environmental and other energy and licensing laws and
regulations. The operating results of utilities are particularly influenced by:
  - increases in operating and construction costs; and
  - unpredicability of future usage requirements.

Here is what you should know about the California Portfolio's concentration in
tax allocation bonds.
  - these bonds 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 values.
  - 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.

Here is what you should know about the New Jersey Portfolio's concentration in
airport/port/highway bonds. These bonds are dependent for payment on revenues
from financial projects including:
  - user fees from ports and airports;
  - tolls on turnpikes and bridges;
  - rents from buildings; and
  - additional financial resources including
    --federal and state subsidies,
    -- lease rentals paid by state or local governments, or
    -- the pledge of a special tax such as a sales tax or a property tax.

Airport income is largely affected by:
  - increased competition;
  - excess capacity; and
  - increased fuel costs.

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

STATE CONCENTRATION RISK

CALIFORNIA RISKS

GENERALLY

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

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

                                       18
<PAGE>
  - Since that time the California economy has improved markedly and the extreme
    budgetary pressures have begun to lessen. However, the Asian economic crisis
    is expected to continue to have some negative effectt on the State's
    economy.

STATE GOVERNMENT

The 1997-98 Budget Act allocated a State budget of approximately $66.9 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:

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

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

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

OTHER RISKS

Issuers' ability to make payments on bonds (and the remedies available to
bondholders) could also be adversely affected by the following constraints:

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

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

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

NEW JERSEY RISKS

STATE AND LOCAL GOVERNMENT

Certain features of New Jersey law could affect the repayment of debt:

  - the State of New Jersey and its agencies and public authorities issue
    general obligation bonds, which are secured by the full faith and credit of
    the state, backed by its taxing authority, without recourse to specific
    sources of revenue, therefore, any liability to increase taxes could impair
    the state's ability to repay debt; and

  - the state is required by law to maintain a balanced budget, and state
    spending for any given municipality or county cannot increase by more than
    5% per year. This limit could make it harder for any particular county or
    municipality to repay its debts.

In recent years the state budget's main expenditures have been

  - elementary and secondary education, and

  - state agencies and programs, including police and corrections facilities,
    higher education, and environmental protection.

                                       19
<PAGE>
The state's general obligations are rated Aa1 by Moody's and AA+ by Standard &
Poor's.

NEW YORK RISKS

GENERALLY

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

  - the high combined state and local tax burden;

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

  - sensitivity to the financial services industry; and

  - dependence on federal aid.

STATE GOVERNMENT

The State government frequently has difficulty approving budgets on time. Budget
gaps of $1 billion and $4 billion are projected for the next two years. The
State's general obligation bonds are rated A by Standard & Poor's and A2 by
Moody's. There is $37 billion of state-related debt outstanding.

NEW YORK CITY GOVERNMENT

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

  - aging public facilities that need repair or replacement;

  - welfare and medical costs;

  - expiring labor contracts; and

  - a high and increasing debt burden.

The City requires substantial state aid, and its fiscal strength depends heavily
on the securities industry. Its general obligation bonds are rated A- by
Standard & Poor's and A3 by Moody's.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

Some bonds are backed by insurance companies (as shown under Portfolios).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated A or better by Standard & Poor's or
another nationally recognized rating organization. The insurance company ratings
are subject to change at any time at the discretion of the rating agencies.

LITIGATION AND LEGISLATION RISKS

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

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

                                       20
<PAGE>
  - exempting investment income from tax.

SELLING OR EXCHANGING UNITS

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

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

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

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

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

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

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

                                       21
<PAGE>
If you acquire 25% or more of the outstanding units of the Fund and you sell
units with a value exceeding $250,000, the Trustee may choose to pay you "in
kind" by distributing bonds and cash with a total value equal to the price of
those units. The Trustee will try to distribute bonds in the portfolio pro rata,
but it reserves the right to distribute only one or a few bonds. The Trustee
will act as your agent in an in kind distribution and will either hold the bonds
for your account or sell them as you instruct. You must pay any transaction
costs as well as transfer and ongoing custodial fees on sales of bonds
distributed in kind.

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.

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

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as

                                       22
<PAGE>
observed by the New York Stock Exchange: New Year's Day, Presidents' Day, Martin
Luther King, Jr. Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas). Bond values are based on current bid or offer
prices for the bonds or comparable bonds. In the past, the difference between
bid and offer prices of publicly offered tax-exempt bonds has ranged from 0.5%
of face amount on actively traded issues to 3.5% on inactively traded issues;
the difference has averaged between 1 and 2%.

INCOME

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

EXPENSES

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

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

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

Any quarterly deferred sales fees you owe are paid with interest and principal
from certain bonds. If these amounts are not enough, the rest will be paid out
of distributitons to you from the Fund's Capital and Income Accounts.

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

PORTFOLIO CHANGES

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

                                       23
<PAGE>
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.

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

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

FUND TERMINATION

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

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

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

CERTIFICATES

Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.

TRUST INDENTURE

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

The Sponsors and the Trustee may amend the Indenture without your consent:
  - to cure ambiguities;

                                       24
<PAGE>
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsors).

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

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

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

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

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

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

LEGAL OPINION

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

AUDITORS

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

SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051

                                       25
<PAGE>
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

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

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

                                       26
<PAGE>
TAXES

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

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

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

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

YOUR BASIS IN THE BONDS

Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount,"

                                       27
<PAGE>
"acquisition premium" and "bond premium". You should consult your tax adviser in
this regard.

EXPENSES

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

STATE AND LOCAL TAXES

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

CALIFORNIA TAXES

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

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

NEW JERSEY TAXES

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

The Fund will not be taxed as a corporation under the current income tax laws of
the State of New Jersey. Your income from the Fund may be subject to taxation
depending on where you live. If you are a New Jersey taxpayer your income from
the Fund (including gains on sales of bonds by the Fund) and gains on sales of
units by you will be tax-exempt to the extent that income and gains are earned
on bonds that are tax-exempt for New Jersey purposes. You should consult your
tax adviser as to the consequences to you with respect to any investment you
make in the Fund.

                                       28
<PAGE>
SUPPLEMENTAL INFORMATION

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

                                       29
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 319 (CALIFORNIA INSURED, CALIFORNIA
INTERMEDIATE 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 -
319 (California Insured, California Intermediate 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 - 319, (California Insured, California
Intermediate Insured, New Jersey Insured and New York Trusts), Defined Asset
Funds, including the portfolios, as of November 30, 1999 and the related
statements of operations and of changes in their net assets for the year ended
November 30, 1999 and the period December 12,1997 to November 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 audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
November 30, 1999, 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 - 319 (California Insured, California Intermediate
Insured, New Jersey Insured and New York Trusts), Defined Asset Funds at
November 30, 1999 and the results of their operations and changes in their net
assets for the above-stated periods in conformity with generally accepted
accounting principles.


DELOITTE & TOUCHE LLP



New York, N.Y.
January 26, 2000


                                     D - 1.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of November 30, 1999

<TABLE>
<S>                                                                                <C>             <C>
TRUST PROPERTY:
  Investment in marketable securities -
     at value (cost $ 3,699,773) (Note 1) ........                                                 $ 3,371,571
  Accrued interest ...............................                                                      57,257
  Accrued interest on Segregated Bonds (Note 5) ..                                                       2,050
  Income payments receivable .....................                                                       4,250
  Cash - principal ...............................                                                      51,181
  Cash - income on Segregated Bonds ..............                                                         411
  Deferred organization costs (Note 6) ...........                                                       3,054
                                                                                                   -----------
    Total trust property .........................                                                   3,489,774


LESS LIABILITIES:
  Income advance from Trustee ....................                                 $    48,972
  Deferred sales charge (Note 5) .................                                      18,022
  Principal payments payable (Segregated Bonds) ..                                         510
  Principal payments payable .....................                                       4,250
  Accrued Sponsors' fees .........................                                       2,010
  Other liabilities (Note 6) .....................                                       3,054          76,818
                                                                                   -----------     -----------


NET ASSETS, REPRESENTED BY:
  3,718 units of fractional undivided
     interest outstanding (Note 3)................                                   3,402,431

  Undistributed net investment income ............                                      10,525     $ 3,412,956
                                                                                   -----------     ===========

UNIT VALUE ($ 3,412,956 / 3,718 units )...........                                                 $    917.95
                                                                                                   ===========
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----

<S>                                                                              <C>               <C>
INVESTMENT INCOME:
  Interest income ........................                                       $   207,370       $   238,927
  Interest income on Segregated
    Bonds (Note 5) .......................                                             6,703             8,261
  Trustee's fees and expenses ............                                            (5,763)           (8,188)
  Sponsors' fees .........................                                            (2,199)           (2,242)
                                                                                 ------------------------------
  Net investment income ..................                                           206,111           236,758
                                                                                 ------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on
    securities sold or redeemed ..........                                           (14,267)            5,144
  Unrealized appreciation (depreciation)
    of investments .......................                                          (450,088)          121,886
                                                                                 ------------------------------
  Net realized and unrealized
     gain (loss) on investments ..........                                          (464,355)          127,030
                                                                                 ------------------------------


NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                                       $  (258,244)      $   363,788
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----
<S>                                                                              <C>               <C>
OPERATIONS:
  Net investment income ..................                                       $   206,111       $   236,758
  Realized gain (loss) on
    securities sold or redeemed ..........                                           (14,267)            5,144
  Unrealized appreciation (depreciation)
    of investments .......................                                          (450,088)          121,886
                                                                                 ------------------------------
  Net increase (decrease)in net assets
    resulting from operations ............                                          (258,244)          363,788
                                                                                 ------------------------------

INCOME DISTRIBUTIONS TO
   HOLDERS (Note 2): .....................                                          (200,433)         (215,064)
                                                                                 ------------------------------

SHARE TRANSACTIONS:
  Deferred sales charge (Note 5):
    Income ...............................                                           (12,503)
    Principal ............................                                           (72,562)          (72,203)

  Redemption amounts:
    Income ...............................                                            (1,512)             (371)
    Principal ............................                                          (847,199)         (452,009)
                                                                                 ------------------------------
  Net share transactions .................                                          (933,776)         (524,583)
                                                                                 ------------------------------

NET DECREASE IN NET ASSETS ...............                                        (1,392,453)         (375,859)

NET ASSETS AT BEGINNING OF PERIOD ........                                         4,805,409         5,181,268
                                                                                 ------------------------------
NET ASSETS AT END OF PERIOD ..............                                       $ 3,412,956       $ 4,805,409
                                                                                 ==============================
PER UNIT:
  Income distributions during
    period ...............................                                       $     48.62       $     44.47
                                                                                 ==============================
  Net asset value at end of
    period ...............................                                       $    917.95       $  1,047.84
                                                                                 ==============================
TRUST UNITS:
  Redeemed during period .................                                               868               458
  Outstanding at end of period ...........                                             3,718             4,586
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (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, except that value on
            December 12, 1997 was based upon offering side evaluations at
            December 10, 1997, the day prior to the Date of Deposit. Cost of
            securities at December 12, 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.

      (C)   Interest income is recorded as earned.

2.   DISTRIBUTIONS

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

3.   NET CAPITAL
<TABLE>
<S>                                                                                                <C>
     Cost of 3,718 units at Date of Deposit .....................                                  $ 3,819,182
     Transfer to capital of interest on Segregated Bonds (Note 5)                                       14,964
     Redemptions of units - net cost of 1,326 units redeemed
       less redemption amounts (principal).......................                                       62,878
     Deferred sales charge (Note 5) .............................                                     (157,268)
     Realized loss on securities sold or redeemed ...............                                       (9,123)
     Net unrealized depreciation of investments..................                                     (328,202)
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 3,402,431
                                                                                                   ===========
</TABLE>

4.   INCOME TAXES

      As of November 30, 1999, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $328,202, of which
      $328,280 related to depreciated securities and $78 related to appreciated
      securities. The cost of investment securities for Federal income tax
      purposes was $3,699,773 at November 30, 1999.


                                     D - 5.
<PAGE>

      MUNICIPAL INVESTMENT TRUST FUND,
      MULTISTATE SERIES - 319 (CALIFORNIA INSURED TRUST),
      DEFINED ASSET FUNDS

      NOTES TO FINANCIAL STATEMENTS

5.    DEFERRED SALES CHARGE

      $100,000 face of Alameda Cnty., CA, Cert. of Part., Ser. 1997, 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, as well as principal proceeds received in conjuction with the
      disposition on the unsegregated bonds in the portfolio. A deferred sales
      charge of $3.35 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 $40.20 per Unit over the first three years of the life of the
      Fund. Should a Holder redeem Units prior to the third anniversary of the
      Fund, the remaining balance of the deferred sales charge will be charged.

6.    DEFERRED ORGANIZATION COSTS

      Deferred organization costs are being amortized over five years. Included
      in "Other liabilities" on the Statement of Condition is $3,054 payable to
      the Trustee for reimbursement of costs related to the organization of the
      Trust.


                                     D - 6.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INSURED TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>
                                             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 California Hlth. Fac. Fin. Auth., Ins.     AAA     $   500,000     5.125 %      2027      08/01/07     $   490,620 $   441,245
     Rev. Bonds (Cedars-Sinai Med. Ctr.),                                                      @  102.000
     Ser. 1997B (MBIA Ins.)

   2 California Hsg. Fin. Agy., Home Mtge.      AAA         720,000     5.400        2024      02/01/08         723,132     675,230
     Rev. Bonds, Ser. 1997L (MBIA Ins.)                                                        @  101.500

   3 California Statewide Cmnty. Dev. Auth.,    AAA         165,000     5.400        2027      12/01/07         165,719     152,069
     Certs. of Part., Huntington East Valley                                                   @  102.000
     Hosp. (AMBAC Ins.)

   4 County of Alameda, CA, Certs. of Part.     AAA          40,000     4.100        2000      None              40,093      40,091
     (Rfdg. and Cap. Proj.), Ser. 1997
     (AMBAC Ins.) (6)                                        60,000     4.100        2001      None              60,000      60,078


   5 Antelope Valley Hlth. Care Dist., CA,      AAA         360,000     5.200        2017      01/01/08         360,000     335,063
     Ins. Rfdg. Rev. Bonds, Ser. 1997A (FSA                                                    @  102.000
     Ins.)

   6 East Bay Mun. Util. Dist., CA,             AAA         130,000     5.000        2026      06/01/06         126,156     113,632
     Wastewater Sys. Sub. Rev./Rfdg. Bonds,                                                    @  102.000
     Ser. 1996 (Financial Guaranty Ins.)

   7 Hayward Pub. Fin. Auth., CA, Certs. of     AAA         300,000     5.250        2026      08/01/06         300,000     272,442
     Part. (Civic Ctr. Proj.), Ser. 1996                                                       @  101.000
     (MBIA Ins.)

   8 Arcade Wtr. Dist., Sacramento Cnty.,       AAA         750,000     5.000        2027      11/01/07         727,328     651,683
     CA, Wtr. Rev. Certs. of Part. (Arcade                                                     @  102.000
     Wtr. Dist. Fin. Corp.), Ser. 1997
     (Financial Guaranty Ins.)

   9 Redev. Agy. of the City of San Jose,       AAA         750,000     4.750        2024      02/01/04         706,725     630,038
     CA, Tax Alloc. Bonds (Merged Area Redev.                                                  @  102.000
     Proj.), Ser. 1993 (MBIA Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,775,000                                         $ 3,699,773 $ 3,371,571
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 26.


                                     D - 7.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
     INSURED TRUST),
     DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of November 30, 1999

<TABLE>
<S>                                                                                <C>             <C>
TRUST PROPERTY:
  Investment in marketable securities -
     at value (cost $ 2,818,511) (Note 1) ........                                                 $ 2,766,459
  Accrued interest ...............................                                                      54,542
  Accrued interest on Segregated Bonds (Note 5) ..                                                       1,435
  Income payments receivable .....................                                                       2,435
  Cash - principal ...............................                                                      24,467
  Cash - income on Segregated Bonds ..............                                                           9
  Deferred organization costs (Note 6) ...........                                                       1,984
                                                                                                   -----------
    Total trust property .........................                                                   2,851,331


LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    48,207
  Deferred sales charge (Note 5) .................                                      21,729
  Principal payments payable .....................                                       2,435
  Accrued Sponsors' fees .........................                                       1,462
  Other liabilities (Note 6) .....................                                       1,984          75,817
                                                                                   -----------     -----------


NET ASSETS, REPRESENTED BY:
  2,776 units of fractional undivided
     interest outstanding (Note 3)................                                   2,768,206

  Undistributed net investment income ............                                       7,308     $ 2,775,514
                                                                                   -----------     ===========

UNIT VALUE ($ 2,775,514 / 2,776 units )...........                                                 $    999.82
                                                                                                   ===========
</TABLE>

                       See Notes to Financial Statements.


                                     D - 8.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
     INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----

<S>                                                                              <C>               <C>
INVESTMENT INCOME:
  Interest income ........................                                       $   141,702       $   151,439
  Interest income on Segregated
    Bonds (Note 5) .......................                                             3,872             4,732
  Trustee's fees and expenses ............                                            (4,600)           (5,610)
  Sponsors' fees .........................                                            (1,588)           (1,465)
                                                                                 ------------------------------
  Net investment income ..................                                           139,386           149,096
                                                                                 ------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........                                            17,838
  Unrealized appreciation (depreciation)
    of investments .......................                                          (178,324)          126,272
                                                                                 ------------------------------
  Net realized and unrealized
     gain (loss) on investments ..........                                          (160,486)          126,272
                                                                                 ------------------------------


NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                                       $   (21,100)      $   275,368
                                                                                 ==============================


</TABLE>

                       See Notes to Financial Statements.


                                     D - 9.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
     INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----
<S>                                                                              <C>               <C>
OPERATIONS:
  Net investment income ..................                                       $   139,386       $   149,096
  Realized gain on
    securities sold or redeemed ..........                                            17,838
  Unrealized appreciation (depreciation)
    of investments .......................                                          (178,324)          126,272
                                                                                 ------------------------------
  Net increase (decrease)in net assets
    resulting from operations ............                                           (21,100)          275,368
                                                                                 ------------------------------

INCOME DISTRIBUTIONS TO
   HOLDERS (Note 2): .....................                                          (136,228)         (135,692)
                                                                                 ------------------------------

SHARE TRANSACTIONS:
  Deferred sales charge (Note 5):
    Income ...............................                                            (7,160)
    Principal ............................                                           (45,113)          (32,924)

  Redemption amounts:
    Income ...............................                                              (650)
    Principal ............................                                          (515,570)
                                                                                 ------------------------------
  Net share transactions .................                                          (568,493)          (32,924)
                                                                                 ------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....                                          (725,821)          106,752

NET ASSETS AT BEGINNING OF PERIOD ........                                         3,501,335         3,394,583
                                                                                 ------------------------------
NET ASSETS AT END OF PERIOD ..............                                       $ 2,775,514       $ 3,501,335
                                                                                 ==============================
PER UNIT:
  Income distributions during
    period ...............................                                       $     45.61       $     41.42
                                                                                 ==============================
  Net asset value at end of
    period ...............................                                       $    999.82       $  1,068.78
                                                                                 ==============================
TRUST UNITS:
  Redeemed during period .................                                               500
  Outstanding at end of period ...........                                             2,776             3,276
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 10.
<PAGE>

         MUNICIPAL INVESTMENT TRUST FUND,
         MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
         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,
                   except that value on December 12, 1997 was based upon
                   offering side evaluations at December 10, 1997, the day
                   prior to the Date of Deposit. Cost of securities at
                   December 12, 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.

          (C)      Interest income is recorded as earned.

    2.   DISTRIBUTIONS

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

    3.   NET CAPITAL

<TABLE>
<S>                                                                                                <C>
     Cost of 2,776 units at Date of Deposit .....................                                  $ 2,876,484
     Transfer to capital of interest on Segregated Bonds (Note 5)                                        8,604
     Redemptions of units - net cost of 500 units redeemed
       less redemption amounts (principal).......................                                        2,529
     Deferred sales charge (Note 5) .............................                                      (85,197)
     Realized gain on securities sold or redeemed ...............                                       17,838
     Net unrealized depreciation of investments..................                                      (52,052)
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 2,768,206
                                                                                                   ===========
</TABLE>

4.    INCOME TAXES

      As of November 30, 1999, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $52,052, of which
      $52,091 related to depreciated securities and $39 related to appreciated
      securities. The cost of investment securities for Federal income tax
      purposes was $2,818,511 at November 30, 1999.


                                     D - 11.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
     INSURED TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

5.   DEFERRED SALES CHARGE

      $70,000 face of Alameda Cnty., CA, Cert. of Part., Ser. 1997, 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, as well as principal proceeds received in conjunction with
      the disposition on the unsegregated bonds in the portfolio. A deferred
      sales charge of $3.35 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 $40.20 per Unit over the first three years of the life
      of the Fund. Should a Holder redeem Units prior to the third anniversary
      of the Fund, the remaining balance of the deferred sales charge will be
      charged.


6.   DEFERRED ORGANIZATION COSTS

      Deferred organization costs are being amortized over five years. Included
      in "Other liabilities" on the Statement of Condition is $1,984 payable to
      the Trustee for reimbursement of costs related to the organization of the
      Trust.


                                     D - 12.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (CALIFORNIA INTERMEDIATE
     INSURED TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>

                                             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 California Statewide Cmnty. Dev. Auth.,    AAA     $   500,000     5.050 %      2010      07/01/07     $   504,465 $   498,330
     Certs. of Part. (Huntington East Valley                                                   @  102.000
     Hosp.) (AMBAC Ins.)

   2 County of Alameda, CA, Certs. of Part.     AAA          40,000     4.100        2000      None              40,093      40,091
     (Rfdg. and Cap. Proj.), Ser. 1997
     (AMBAC Ins.) (6)                                        30,000     4.100        2001      None              30,000      30,039


   3 Arcade Wtr. Dist., Sacramento Cnty.,       AAA         315,000     4.750        2011      11/01/07         308,709     302,510
     CA, 1997 Wtr. Rev. Certs. of Part.                                                        @  102.000
     (Financial Guaranty Ins.)

   4 San Jose Unified Sch. Dist., Santa         AAA         230,000     4.900        2011      06/01/04         230,000     224,860
     Clara Cnty., CA, Certs. of Part. (FSA                                                     @  101.000
     Ins.)

   6 Community Dev. Comm. of the City of        AAA         500,000     4.700        2008      08/01/07         500,000     493,670
     Commerce, CA, Redev. Proj. No. 1, Tax                                                     @  102.000
     Alloc. Rfdg. Bonds, Ser. 1997A (MBIA
     Ins.)

   7 El Cerrito Redev. Agy., CA, Tax Alloc.     AAA         340,000     4.700        2009      07/01/08         338,490     327,478
     Rfdg. Bonds (El Cerrito Redev. Proj.                                                      @  102.000
     Area), Ser. 1997A (MBIA Ins.)

   8 City of Encinitas, CA, Rfdg. Certs. of     AAA         435,000     4.750        2010      None             435,000     423,368
     Part. (Civic Ctr. Proj.), Ser. 1997A
     (MBIA Ins.)

   9 Olivehain Mun. Wtr. Dist., CA, Wtr.        AAA         430,000     4.750        2009      01/01/06         431,754     426,113
     Rev. Certs. of Part. (1997 Cap. Proj.                                                     @  101.000
     and Rfdg.) (Financial Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 2,820,000                                         $ 2,818,511 $ 2,766,459
                                                          =========                                           =========   =========
                                                                     See Notes to Portfolios on page D - 26.
</TABLE>


                                     D - 13.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW JERSEY INSURED TRUST),
     DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of November 30, 1999

<TABLE>
<S>                                                                                <C>             <C>
TRUST PROPERTY:
  Investment in marketable securities -
     at value (cost $ 3,241,546)(Note 1) .........                                                 $ 2,969,745
  Securities called for redemption -
     at value (cost $ 25,000)(Note 5) ............                                                      25,000
  Accrued interest ...............................                                                      52,721
  Accrued interest on Segregated Bonds (Note 6) ..                                                       1,696
  Cash - income on Segregated Bonds ..............                                                       7,222
  Cash - principal ...............................                                                      30,420
  Trustee's fees and expenses receivable .........                                                          83
  Deferred organization costs (Note 7) ...........                                                       2,138
                                                                                                   -----------
    Total trust property .........................                                                   3,089,025


LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    41,972
  Deferred sales charge (Note 6) .................                                       1,069
  Principal payments payable (Segregated Bonds) ..                                      26,764
  Redemptions payable ............................                                      51,512
  Accrued Sponsors' fees .........................                                       1,602
  Other liabilities (Note 7) .....................                                       2,138         125,057
                                                                                   -----------     -----------


NET ASSETS, REPRESENTED BY:
  3,214 units of fractional undivided
     interest outstanding (Note 3)................                                   2,954,914

  Undistributed net investment income ............                                       9,054     $ 2,963,968
                                                                                   -----------     ===========

UNIT VALUE ($ 2,963,968 / 3,214 units )...........                                                 $    922.21
                                                                                                   ===========
</TABLE>

                       See Notes to Financial Statements.


                                     D - 14.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW JERSEY INSURED TRUST),
     DEFINED ASSET FUNDS



     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----

<S>                                                                              <C>               <C>
INVESTMENT INCOME:
  Interest income ........................                                       $   171,856       $   174,300
  Interest income on Segregated
    Bonds (Note 6) .......................                                             4,602             6,148
  Trustee's fees and expenses ............                                            (5,019)           (6,955)
  Sponsors' fees .........................                                            (1,738)           (1,584)
                                                                                 ------------------------------
  Net investment income ..................                                           169,701           171,909
                                                                                 ------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized loss on
    securities sold or redeemed ..........                                            (2,666)
  Unrealized appreciation (depreciation)
    of investments .......................                                          (358,080)           86,279
                                                                                 ------------------------------
  Net realized and unrealized
     gain (loss) on investments ..........                                          (360,746)           86,279
                                                                                 ------------------------------


NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                                       $  (191,045)      $   258,188
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 15.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW JERSEY INSURED TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----
<S>                                                                              <C>               <C>
OPERATIONS:
  Net investment income ..................                                       $   169,701       $   171,909
  Realized loss on
    securities sold or redeemed ..........                                            (2,666)
  Unrealized appreciation (depreciation)
    of investments .......................                                          (358,080)           86,279
                                                                                 ------------------------------
  Net increase (decrease)in net assets
    resulting from operations ............                                          (191,045)          258,188
                                                                                 ------------------------------

INCOME DISTRIBUTIONS TO
   HOLDERS (Note 2): .....................                                          (164,963)         (155,779)
                                                                                 ------------------------------

SHARE TRANSACTIONS:
  Deferred sales charge (Note 6):
    Income ...............................                                            (1,832)
    Principal ............................                                           (57,043)          (39,713)

  Redemption amounts:
    Income ...............................                                              (888)
    Principal ............................                                          (303,170)
                                                                                 ------------------------------
  Net share transactions .................                                          (362,933)          (39,713)
                                                                                 ------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....                                          (718,941)           62,696

NET ASSETS AT BEGINNING OF PERIOD ........                                         3,682,909         3,620,213
                                                                                 ------------------------------
NET ASSETS AT END OF PERIOD ..............                                       $ 2,963,968       $ 3,682,909
                                                                                 ==============================
PER UNIT:
  Income distributions during
    period ...............................                                       $     48.68       $     44.13
                                                                                 ==============================
  Net asset value at end of
    period ...............................                                       $    922.21       $  1,043.32
                                                                                 ==============================
TRUST UNITS:
  Redeemed during period .................                                               316
  Outstanding at end of period ...........                                             3,214             3,530
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 16.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW JERSEY 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,
               except that value on December 12, 1997 was based upon
               offering side evaluations at December 10, 1997, the day
               prior to the Date of Deposit. Cost of securities at
               December 12, 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.

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

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

3.   NET CAPITAL

<TABLE>
<S>                                                                                                <C>
     Cost of 3,214 units at Date of Deposit .....................                                  $ 3,296,137
     Transfer to capital of interest on Segregated Bonds (Note 6)                                       10,750
     Redemptions of units - net cost of 316 units redeemed
       less redemption amounts (principal).......................                                       21,082

     Deferred sales charge (Note 6) .............................                                      (98,588)
     Realized loss on securities sold or redeemed ...............                                       (2,666)
     Net unrealized depreciation of investments .................                                     (271,801)
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 2,954,914
                                                                                                   ===========
</TABLE>

4.   INCOME TAXES

      As of November 30, 1999, net unrealized depreciation of investments
      (including securities called for redemption), based on cost for Federal
      income tax purposes, aggregated $271,801, of which $271,889 related to
      depreciated securities and $88 related to appreciated securities. The cost
      of investment securities for Federal income tax purposes was $3,266,546 at
      November 30, 1999.

5.   SECURITIES CALLED FOR REDEMPTION

      $ 25,000 face amount of Monmouth Cnty., NJ, Imp. Auth., Govt. Loan Rev.
      Bonds, Ser. 1997 were redeemed on December 1, 1999. Such securities are
      valued at the amount of proceeds sebsequently received.


                                     D - 17.
<PAGE>

      MUNICIPAL INVESTMENT TRUST FUND,
      MULTISTATE SERIES - 319 (NEW JERSEY INSURED TRUST),
      DEFINED ASSET FUNDS

      NOTES TO FINANCIAL STATEMENTS

6.   DEFERRED SALES CHARGE

      $15,000 face amount of Middlesex Cnty., NJ, Util. Auth., Swr. Rev. Bonds,
      Ser. 1991 A and $50,000 face amount of Monmouth Cnty., NJ, Imp. Auth.,
      Govt. Loan Rev. Bonds, Ser. 1997 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, as well as
      principal proceeds received in conjunction with the disposition on the
      unsegregated bonds in the portfolio. 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 $45.00 per Unit over the first three years of the life of the Fund.
      Should a Holder redeem Units prior to the third anniversary of the Fund,
      the remaining balance of deferred sales charge will be charged.

 7.   DEFERRED ORGANIZATION COSTS

      Deferred organization costs are being amortized over five years. Included
      in "Other liabilities" on the Statement of Condition is $2,138 payable to
      the Trustee for reimbursement of costs related to the organization of the
      Trust.


                                     D - 18.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW JERSEY INSURED TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>
                                             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 Delaware River and Bay Auth., NJ,      AAA     $   550,000     4.750 %      2024      01/01/04     $   514,877 $   467,940
     Rev. Bonds, Ser. 1993 (MBIA Ins.)                                                         @  102.000

   2 New Jersey Econ. Dev. Auth. Rev.           AAA         250,000     5.000        2025      07/01/06         242,713     221,668
     Bonds (Clara Maass Hlth. Sys. Obligated                                                   @  102.000
     Group Proj.), Ser. 1996 (FSA Ins.)

   3 New Jersey Hlth. Care Facs. Fin. Auth.     AAA         550,000     5.375        2019      07/01/07         555,880     519,134
     Rev. and Rfdg. Bonds, AHS Hosp. Corp.                                                     @  102.000
     Issue, Ser. 1997A (AMBAC Ins.)

   4 New Jersey Hsg. and Mtge. Fin. Agy.,       AAA         465,000     5.400        2028      11/01/07         465,000     425,108
     Multifamily Hsg. Rev. Bonds, Ser.                                                         @  101.500
     1997B (AMBAC Ins.)

   5 The Port Auth. of New York and New         AAA         550,000     4.750        2026      01/15/06         517,490     459,838
     Jersey, Consol. Bonds, One Hundred                                                        @  101.000
     Fourth Ser. (AMBAC Ins.)

   6 Essex Cnty., NJ, Imp. Auth. G.O. Gtd.      AAA         325,000     5.450        2027      10/01/07         331,627     307,213
     Lease Rev. Bonds (Sportsplex Proj.),                                                      @  101.000
     Ser. 1997A (AMBAC Ins.)

   7 Middlesex Cnty., NJ, Util. Auth., Swr.     AAA          15,000     6.200        2001      None              15,976      15,367
     Rev. Bonds, Ser. 1991A (Financial
     Guaranty Ins.) (6)

   8 Monmouth Cnty., NJ, Improvement Auth.,     AAA          50,000     4.000        2000      None              49,930      50,018
     Govt. Loan Rev. Bonds, Ser. 1997 (AMBAC
     Ins.) (6)

   9 The North Hudson Sewerage Auth., NJ,       AAA         550,000     5.125        2022      08/01/06         548,053     503,459
     Swr. Rev. Bonds, Ser. 1996 (Financial                                                     @  101.000
     Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,305,000                                         $ 3,241,546 $ 2,969,745
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 26.


                                     D - 19.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of November 30, 1999

<TABLE>
<S>                                                                                <C>             <C>
TRUST PROPERTY:
  Investment in marketable securities -
     at value (cost $ 4,688,796) (Note 1).........                                                 $ 4,367,308
  Accrued interest ...............................                                                      76,697
  Accrued interest on Segregated Bonds (Note 5) ..                                                       2,651
  Income payments receivable .....................                                                       4,715
  Income payments receivable (Segregated Bonds) ..                                                          90
  Cash - principal ...............................                                                      49,888
  Cash - income on Segregated Bonds ..............                                                         501
  Deferred organization costs (Note 6) ...........                                                       3,055
                                                                                                   -----------
    Total trust property .........................                                                   4,504,905


LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    65,187
  Deferred sales charge (Note 5) .................                                      39,289
  Principal payments payable .....................                                       4,715
  Principal payments payable (Segregated Bonds) ..                                         787
  Redemptions payable ............................                                     185,750
  Accrued Sponsors' fees .........................                                       2,278
  Other liabilities (Note 6) .....................                                       3,055         301,061
                                                                                   -----------     -----------


NET ASSETS, REPRESENTED BY:
  4,465 units of fractional undivided
     interest outstanding (Note 3)................                                   4,190,524

  Undistributed net investment income ............                                      13,320     $ 4,203,844
                                                                                   -----------     ===========

UNIT VALUE ($ 4,203,844 / 4,465 units )...........                                                 $    941.51
                                                                                                   ===========
</TABLE>

                       See Notes to Financial Statements.


                                     D - 20.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS



     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----

<S>                                                                              <C>               <C>
INVESTMENT INCOME:
  Interest income ........................                                       $   254,830       $   260,729
  Interest income on Segregated
    Bonds (Note 6) .......................                                             7,735             9,166
  Trustee's fees and expenses ............                                            (6,395)           (8,532)
  Sponsors' fees .........................                                            (2,471)           (2,258)
                                                                                 ------------------------------
  Net investment income ..................                                           253,699           259,105
                                                                                 ------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on
    securities sold or redeemed ..........                                            (1,673)            1,274
  Unrealized appreciation (depreciation)
    of investments .......................                                          (476,618)          155,130
                                                                                 ------------------------------
  Net realized and unrealized
     gain (loss) on investments ..........                                          (478,291)          156,404
                                                                                 ------------------------------


NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                                       $  (224,592)      $   415,509
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 21.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                 December 12, 1997
                                                                                  Year Ended            to
                                                                                 November 30,      November 30,
                                                                                     1999              1998
                                                                                     ----              ----
<S>                                                                              <C>               <C>
OPERATIONS:
  Net investment income ..................                                       $   253,699       $   259,105
  Realized gain (loss) on
    securities sold or redeemed ..........                                            (1,673)            1,274
  Unrealized appreciation (depreciation)
    of investments .......................                                          (476,618)          155,130
                                                                                 ------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............                                          (224,592)          415,509
                                                                                 ------------------------------

INCOME DISTRIBUTIONS TO
   HOLDERS (Note 2): .....................                                          (246,422)         (234,865)
                                                                                 ------------------------------

SHARE TRANSACTIONS:
  Deferred sales charge (Note 6):
    Income ...............................                                           (13,659)
    Principal ............................                                           (71,170)          (58,478)

  Redemption amounts:
    Income ...............................                                            (1,166)             (130)
    Principal ............................                                          (510,797)          (52,128)
                                                                                 ------------------------------
  Net share transactions .................                                          (596,792)         (110,736)
                                                                                 ------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....                                        (1,067,806)           69,908

NET ASSETS AT BEGINNING OF PERIOD ........                                         5,271,650         5,201,742
                                                                                 ------------------------------
NET ASSETS AT END OF PERIOD ..............                                       $ 4,203,844       $ 5,271,650
                                                                                 ==============================
PER UNIT:
  Income distributions during
    period ...............................                                       $     51.27       $     46.64
                                                                                 ==============================
  Net asset value at end of
    period ...............................                                       $    941.51       $  1,055.60
                                                                                 ==============================
TRUST UNITS:
  Redeemed during period .................                                               529                51
  Outstanding at end of period ...........                                             4,465             4,994
                                                                                 ==============================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 22.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

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

      (A)      Securities are stated at value as determined by the
               Evaluator based on bid side evaluations for the securities,
               except that value on December 12, 1997 was based upon
               offering side evaluations at December 10, 1997, the day
               prior to the Date of Deposit. Cost of securities at
               December 12, 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.

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

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

3.   NET CAPITAL

<TABLE>
<S>                                                                                                <C>
     Cost of 4,465 units at Date of Deposit .....................                                  $ 4,603,722
     Transfer to capital of interest on Segregated Bonds (Note 5)                                       16,901
     Redemptions of units - net cost of 580 units redeemed
       less redemption amounts (principal).......................                                       35,095
     Deferred sales charge (Note 5) .............................                                     (143,307)
     Realized loss on securities sold or redeemed ...............                                         (399)
     Net unrealized depreciation of investments..................                                     (321,488)
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 4,190,524
                                                                                                   ===========
</TABLE>

4.   INCOME TAXES

      As of November 30, 1999, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $321,488, of which
      $348,977 related to depreciated securities and $27,489 related to
      appreciated securities. The cost of investment securities for Federal
      income tax purposes was $4,688,796 at November 30, 1999.


                                     D - 23.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

5.   DEFERRED SALES CHARGE

      $125,000 face amount of Niagra Wheatfield Central School Dist., Niagra
      Cnty., NY, Sch. Dist. Serial Bonds - 1997, 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, as
      well as principal proceeds received conjunction with the disposition on
      the unsegregated bonds in the portfolio. 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 $45.00 per Unit over the first three years of the life of the Fund.
      Should a Holder redeem Units prior to the third anniversary of the Fund,
      the remaining balance of the deferred sales charge will be charged.

6.   DEFERRED ORGANIZATION COSTS

      Deferred organization costs are being amortized over five years. Included
      in "Other liabilities" on the Statement of Condition is $3,055 payable to
      the Trustee for reimbursement of costs related to the organization of the
      Trust.


                                     D - 24.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 319 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>
                                               Rating                                             Optional
     Portfolio No. and Title of                  of         Face                                 Redemption
            Securities                       Issues(1)      Amount    Coupon      Maturities(3) Provisions(3)    Cost(2)   Value(2)
            ----------                       ---------  ----------- -----------   ------------  ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
   1 New York State Urban Dev. Corp., Corr.     A(f)    $   550,000     5.375 %      2023      01/01/04     $   540,689 $   495,281
     Cap. Fac. Rev. Bonds, Ser. 4                                                              @  102.000

   2 Dormitory Auth. of the State of New        A(f)        680,000     5.500        2025      07/01/06         682,672     619,283
     York, Dept. of Hlth., Rev. Bonds, Ser.                                                    @  102.000
     1996

   3 Dormitory Auth. of the State of New        A-          660,000     5.375        2024      01/01/08         653,070     588,667
     York, City Univ. Sys. Consol. Third                                                       @  102.000
     Gen. Resolution Rev. Bonds, 1997 Ser. 1

   4 Dormitory Auth. of the State of New        AA          700,000     5.500        2027      07/01/07         702,940     633,031
     York, Frances Schervier Home and Hosp.                                                    @  102.000
     Ins. Rev. Bonds (Franciscan Hlth.
     Partnership Oblig. Grp.), Ser. 1997
     (Asset Guaranty Ins.) (5)

   5 The City of New York, NY, G.O. Bonds,      A(f)        750,000     5.250        2021      11/15/07         725,183     673,403
     Fiscal Ser. 1998C                                                                         @  101.000

   6 Niagara Wheatfield Central Sch. Dist.,     Aaa(m)       75,000     4.600        2000      None              76,245      75,265
     Niagara Cnty., NY, Sch. Dist. Serial
     Bonds - 1997 (FSA Ins.)(5)(6)                           50,000     4.600        2001      None              50,974      50,276


   7 Town of Amherst, NY, Indl. Dev. Agy.,      A           770,000     5.650        2022(8)   10/01/07         786,578     814,067
     Lease Rev. Bonds (Amherst Multi-Surface                                                   @  102.000
     Rink Complex Proj.), Ser. 1997A (KeyBank
     National Assoc., Cleveland, OH - Letter
     of Credit) (7)

   8 The Port Auth. of New York and New         AAA         500,000     4.750        2026      01/15/06         470,445     418,035
     Jersey, Consol. Bonds, One Hundred                                                        @  101.000
     Fourth Ser. (AMBAC Ins.) (5)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 4,735,000                                         $ 4,688,796 $ 4,367,308
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 26.


                                     D - 25.
<PAGE>

 MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 319 (CALIFORNIA INSURED, CALIFORNIA
 INTERMEDIATE INSURED, NEW JERSEY INSURED AND NEW YORK TRUSTS),
 DEFINED ASSET FUNDS

 NOTES TO PORTFOLIOS
 As of November 30, 1999

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

(2)   See Notes to Financial Statements.

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

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

(5)   Insured by the indicated municipal bond insurance company.

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

(7)   Certain bonds are covered by letters of credit which may expire prior to
      the maturity dates of the bonds. Upon expiration of a letter of credit,
      the issuer of the bond is obligated to obtain a replacement letter of
      credit or call the bond.

(8)   Bonds with an aggregate face amount of $770,000 of the New York Trust have
      been pre-refunded and are expected to be called for redemption on the
      optional redemption provision date shown.


                                     D - 26.
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--319
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-35121) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     11349--2/00
</TABLE>



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