MUNICIPAL INVEST TR FD INTERM TERM SER 402 DEF ASSET FDS
497, 2000-02-02
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                           DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                           ----------------------------------------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           INTERMEDIATE TERM SERIES--402
                           (A UNIT INVESTMENT TRUST)
                           -  PORTFOLIO OF INTERMEDIATE TERM MUNICIPAL BONDS
                           -  DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                              INCOME TAX
                           -  MONTHLY INCOME DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,             -----------------------------------------------------
PIERCE, FENNER & SMITH     The Securities and Exchange Commission has not
INCORPORATED               approved or disapproved these Securities or passed
SALOMON SMITH BARNEY INC.  upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated January 28, 2000.

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

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

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

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

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ----
Risk/Return Summary..................     3
What You Can Expect From Your
  Investment.........................     7
  Monthly Income.....................     7
  Return Figures.....................     7
  Records and Reports................     7
The Risks You Face...................     8
  Interest Rate Risk.................     8
  Call Risk..........................     8
  Reduced Diversification Risk.......     8
  Liquidity Risk.....................     8
  Concentration Risk.................     8
  Bond Quality Risk..................     8
  Insurance Related Risk.............     8
  Litigation and Legislation Risks...     9
Selling or Exchanging Units..........    10
  Sponsors' Secondary Market.........    10
  Selling Units to the Trustee.......     9
  Exchange Option....................    10
How The Fund Works...................    10
  Pricing............................    11
  Evaluations........................    11
  Income.............................    11
  Expenses...........................    11
  Portfolio Changes..................    12
  Fund Termination...................    12
  Certificates.......................    13
  Trust Indenture....................    12
  Legal Opinion......................    13
  Auditors...........................    13
  Sponsors...........................    13
  Trustee............................    14
  Underwriters' and Sponsors'
    Profits..........................    14
  Public Distribution................    14
  Code of Ethics.....................    14
  Year 2000 Issues...................    14
Taxes................................    15
Supplemental Information.............    16
Financial Statements.................   D-1
</TABLE>

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

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
     by investing in a fixed portfolio
     consisting primarily of municipal
     revenue bonds with an estimated average
     life of 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 16
     intermediate term tax-exempt municipal
     bonds, including some short-term bonds
     reserved to pay the defined sales fee,
     with a current aggregate face amount of
     $10,490,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Fund's portfolio is not managed.
  -  When the bonds were initially deposited
     (November 12, 1998), they were rated A
     or better by Standard & Poor's, Moody's
     or Fitch, or in the opinion of the agent
     for the Sponsors had similar credit
     quality to bonds rated A or better. THE
     CREDIT 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.
  -  21% of the bonds are insured by
     insurance companies.

     Insurance guarantees 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                  12%
<C>  <S>
  -  General Obligation                       11%
  -  Hospitals/Health Care                    22%
  -  Housing                                  16%
  -  Miscellaneous                             8%
  -  Municipal Water/Sewer                     1%
  -  Municipal Electric Utilities              1%
  -  Special Tax                              15%
  -  State/Local Government Supported         9%
  -  Universities/Colleges                     5%
</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.
  -  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.

 5.  IS THIS FUND APPROPRIATE FOR YOU?

     Yes, if you want monthly income free
     from regular federal income tax. 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, if you are
     subject to AMT or if you cannot tolerate
     any risk.
</TABLE>

                                       3
<PAGE>

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

<TABLE>
<C>  <S>                                          <C>
     WHAT YOU MAY EXPECT (PAYABLE ON THE 25TH
     DAY OF EACH MONTH):
     Semi-Annual Income per 1,000 units            $23.00
     Annual Income per 1,000 units                 $46.01
     RECORD DAY: 10th day of each month

     THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE;
     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 ne
     purchases (as a percentage of
     $1,000 invested)                   2.75%

     You will pay an up-front sales fee of
     1.438% as well as a total deferred sales
     fee of $13.12 per 1,000 Units (paid in
     quarterly installments November,
     February, May and August, through
     February, 2000). Employees of some of
     the Sponsors and their affiliates may be
     charged a reduced sales fee of no less
     than $5.00 per Unit.

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

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $100,000            2.75%
     $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>
                                                     $0.63
     Trustee's Fee
                                                     $0.45
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
<CAPTION>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<C>  <S>                                           <C>
                                                     $0.12
     Evaluator's Fee
                                                     $0.22
     Other Operating Expenses
                                                     -----
                                                     $1.42
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE
     PAST?

     IN THE FOLLOWING CHART WE SHOW PAST
     PERFORMANCE OF PRIOR INTERMEDIATE
     SERIES, WHICH HAD THE SAME INVESTMENT
     OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS AS THIS FUND. These prior
     Intermediate Series were offered
     between August 9, 1988 and October 18,
     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                    5.52%     6.12%     5.43%     5.63%     7.03%     5.94%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.14      4.96      5.31      0.72      5.78      5.80
 Low                     -6.83      3.08      5.12     -4.21      3.77      5.62
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.90%     4.03%     4.85%
</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.

 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

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

                                       4
<PAGE>
<TABLE>
<C>  <S>
     UNIT PRICE PER UNIT                 $952.33
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly. In the opinion of
     bond counsel when each bond was issued, interest
     on the bonds in this Fund is generally 100%
     exempt from regular federal income tax.
     Interest on approximately 54% of the bonds will
     be taken into account in determining your
     preference items for alternative minimum tax
     purposes. A portion of the income may also be
     exempt from state and local personal income
     taxes, depending on where you live.

     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 monthly income in cash
     unless you choose to compound your income by
     reinvesting with 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>

                                       5
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

<TABLE>
                                      EFFECTIVE
TAXABLE INCOME 2000*                  % TAX                                  TAX-FREE YIELD OF
  SINGLE RETURN      JOINT RETURN     BRACKET      3%        3.5%        4%        4.5%        5%        5.5%        6%
                                                                    IS EQUIVALENT TO A TAXABLE YIELD OF
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$      0- 26,250   $      0- 43,850    15.00       3.53       4.12       4.71       5.29       5.88       6.47       7.06
- ---------------------------------------------------------------------------------------------------------------------------
$ 26,251- 63,550   $ 43,851-105,950    28.00       4.17       4.86       5.56       6.25       6.94       7.64       8.33
- ---------------------------------------------------------------------------------------------------------------------------
$ 63,551-132,600   $105,951-161,450    31.00       4.35       5.07       5.80       6.52       7.25       7.97       8.70
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
$132,601-288,350   $161,451-288,350    36.00       4.69       5.47       6.25       7.03       7.81       8.59       9.38
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  OVER $288,350    OVER $288,350       39.60       4.97       5.79       6.62       7.45       8.28       9.11       9.93
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

<S>                <C>
TAXABLE INCOME 20
  SINGLE RETURN     6.5%
                      IS
                   EQUIVALENT
                     TO A
                   TAXABLE
                   YIELD OF
- -----------------
$      0- 26,250     7.65
- -----------------
$ 26,251- 63,550     9.03
- -----------------
$ 63,551-132,600     9.42
                   --------
- -----------------
$132,601-288,350    10.16
                   --------
- -----------------
  OVER $288,350     10.76
                   --------
- -----------------
</TABLE>

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

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

                MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX

<TABLE>
       INCOME+             MAXIMUM "PREFERENCE" INCOME
                              WITHOUT TRIGGERING AMT
                             (STATE INCOME TAX RATES)
SINGLE ++   JOINT ++        0%          7%         11%
<S>         <C>         <C>         <C>         <C>
- ----------------------------------------------------------
            $50,000      $20,000     $15,000     $13,000
- ----------------------------------------------------------
$30,000                  $19,000     $16,000     $14,000
- ----------------------------------------------------------
            $100,000     $24,000     $15,000     $11,000
- ----------------------------------------------------------
$55,000                  $21,000     $16,000     $13,000
- ----------------------------------------------------------
            $225,000     $30,000     $12,000     $ 3,000
- ----------------------------------------------------------
$205,000                 $30,000     $14,000     $ 6,000
- ----------------------------------------------------------
</TABLE>

NOTES:
 + Regular taxable income plus state income taxes
   and personal exemptions.
 ++ Assuming no dependents.
Under federal tax law, interest income on certain municipal bonds, although
exempt from regular income tax, is treated as a "preference" item for purposes
of AMT. The table above shows amounts of such municipal bond "preference"
interest income, assuming no other "preference" or similar items apply, that
individual taxpayers could receive in 2000 without becoming subject to the AMT.
The table gives information for single and joint returns of U.S. individuals
having no dependents. The table provides three income levels and three
hypothetical state income tax rates. The table further assumes that the stated
amount of municipal bond "preference" interest income is subject to state income
taxes.

                                       6
<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 monthly income because
the portfolio is fixed.

Along with your monthly 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.

                                       7
<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

The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. 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, the Fund is
said to be "concentrated" in that bond type, which makes the Fund less
diversified.

This Fund, however, is not currently concentrated in any particular category of
bonds.

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

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 may be backed by insurance companies (as shown under Portfolio).
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

                                       8
<PAGE>
regulate the insurance business, various state laws and federal initiatives and
tax law changes could significantly affect the insurance business. The
claims-paying ability of the insurance companies is generally rated A or better
by Standard & Poor's or another nationally recognized rating organization. The
insurance company ratings are subject to change at any time at the discretion of
the rating agencies.

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

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

SPONSORS' SECONDARY MARKET

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

We have maintained a 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

                                       9
<PAGE>
is no secondary market, the Trustee may sell your units in the over-the-counter
market for a higher price, but it is not obligated to do so. In that case, you
will receive the net proceeds of the sale.

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

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

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

EXCHANGE OPTION

You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.75%. You may exchange units of this Fund for units
of certain other 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 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;

                                       10
<PAGE>
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

These costs are amortized over the first five years of the Fund.

EVALUATIONS

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

INCOME

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

EXPENSES

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

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

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

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

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement

                                       11
<PAGE>
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.

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;

                                       12
<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
special counsel for the Sponsors, has given an opinion that the units are
validly issued.

AUDITORS

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

SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048

                                       13
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED (an indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

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

TRUSTEE

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

UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial 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.

YEAR 2000 ISSUES

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

                                       14
<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. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses. Consult your tax
adviser in this regard.

YOUR BASIS IN THE BONDS

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

                                       15
<PAGE>
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.

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 portfolio, 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.

                                       16

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS


REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
  of Municipal Investment Trust Fund,
  Intermediate Term Series - 402,
  Defined Asset Funds:

We have audited the accompanying statement of condition of Municipal
Investment Trust Fund, Intermediate Term Series - 402, Defined Asset
Funds, including the portfolio, as of October 31, 1999 and the related
statements of operations and of changes in net assets for the period
November 13, 1998 to October 31, 1999. These financial statements are
the responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Securities owned at October
31, 1999, as shown in such portfolio, were confirmed to us by The Bank
of New York, the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the
Trustee, as well as evaluating the overall financial statement
presentation. We believe that our audit provides 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, Intermediate Term Series - 402, Defined Asset
Funds at October 31, 1999 and the results of its operations and
changes in its net assets for the above-stated period in conformity
with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

New York, N.Y.
January 11, 2000



                                      D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF OCTOBER 31, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $10,501,746)(Note 1)...................             $9,690,617
  Accrued interest receivable....................                137,661
  Accrued interest on segregated bonds...........                  2,258
  Cash...........................................                 53,457

                                                            _____________

              Total trust property...............              9,883,993

LESS LIABILITIES:
  Deferred sales charge (Note 5)................. $   39,154
  Accrued expenses...............................      5,666      44,820
                                               _____________ _____________

NET ASSETS, REPRESENTED BY:
  10,321,585 units of fractional undivided
    interest outstanding (Note 3)................  9,653,721
  Undistributed net investment income............    185,452
                                                _____________
                                                               $9,839,173
                                                             =============
UNIT VALUE ($9,839,173/10,321,585 units).........                   $0.95
                                                             =============



</TABLE>
                         See Notes to Financial Statements.



                                      D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                             November 13,
                                                 1998
                                                  to
                                              October 31,
                                                 1999
                                             _____________
<S>                                        <C>
INVESTMENT INCOME:
  Interest income...........................    $470,128
  Interest income on segregated bonds.......       6,936
  Trustee's fees and expenses...............      (3,615)
  Sponsors' fees............................      (4,434)
                                             _____________
  Net investment income.....................     469,015
                                             _____________

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized loss on securities sold
    or redeemed.............................      (1,485)
  Unrealized depreciation of investments....    (811,129)
                                             _____________

  Net realized and unrealized loss on
    investments.............................    (812,614)
                                             _____________

NET DECREASE IN NET ASSETS RESULTING
  FROM OPERATIONS...........................   $(343,599)
                                             =============


</TABLE>
             See Notes to Financial Statements.



                                      D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                               November 13,
                                                   1998
                                                    to
                                                October 31,
                                                   1999
                                               _____________
<S>                                          <C>
OPERATIONS:
  Net investment income.......................  $   469,015
  Realized loss on securities sold
    or redeemed...............................       (1,485)
  Unrealized depreciation of investments......     (811,129)
                                               _____________
  Net decrease in net assets resulting
    from operations...........................     (343,599)
                                               _____________
INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......     (276,302)

DEFERRED SALES CHARGE (Note 5).................     (46,493)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  73,415 units................................      (70,564)
                                               _____________
NET DECREASE IN NET ASSETS....................     (736,958)

NET ASSETS AT BEGINNING OF PERIOD.............   10,576,131
                                               _____________
NET ASSETS AT END OF PERIOD...................  $ 9,839,173
                                               =============
PER UNIT:
  Income distributions during period..........        $0.03
                                               =============
  Net asset value at end of period............        $0.95
                                               =============
TRUST UNITS OUTSTANDING AT END OF PERIOD......   10,321,585
                                               =============
</TABLE>
             See Notes to Financial Statements.


                                      D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS


  1.  SIGNIFICANT ACCOUNTING POLICIES

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

      (a) Securities are stated at value as determined by the Evaluator
          based on bid side evaluations for the securities, except that value
          on November 13, 1998 was based upon offer side evaluations at
          November 11, 1998, the day prior to the Date of Deposit. Cost of
          securities at November 13, 1998 was also based on such offer side
          evaluations.

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

      (c) Interest income is recorded as earned.

  2.  DISTRIBUTIONS

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


  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 10,321,585 units at Date of Deposit.........   $10,501,437
      Redemptions of units - net cost of 73,415 units
        redeemed less redemption amounts..................         4,455
      Realized loss on securities sold or redeemed........        (1,485)
      Deferred sales charge...............................       (46,493)
      Interest income on segregated bonds.................         6,936
      Unrealized depreciation of investments..............      (811,129)
                                                           ______________

      Net capital applicable to Holders...................   $ 9,653,721
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of October 31, 1999, unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $811,129, all of
      which related to depreciated securities. The cost of investment
      securities for Federal income tax purposes was $10,501,746 at
      October 31, 1999.


                                      D - 5
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS


  5.  DEFERRED SALES CHARGE

      A deferred sales fee of $17.50 per 1,000 Units is payable over
      a two-year period ($2.19 per 1,000 units quarterly in the first
      six quarters and $2.18 per 1,000 units quarterly in the next two
      quarters).

                                      D - 6


<PAGE>



MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES -  402,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF OCTOBER 31, 1999
<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of              of            Face                        Redemption
            Securities                   Issues(1)       Amount  Coupon Maturities    Provisions          Cost         Value
            __________                   _________       ______  ______ _____________ _____________       _______      ________
<S>                                       <C>        <C>          <C>      <C>        <C>              <C>           <C>
 1 Illinois State Toll Hwy. Auth., Toll    AA-       $   15,000   4.500%   2000       None             $   15,173    $   15,014
   Hwy. Rfdg. Rev. Bonds, Ser.
   1993 A (5)

 2 Fort Wayne Intl. Arpt. Air Trade        AA(f)        540,000   5.000    2010       01/15/08            549,218       513,804
   Ctr. Bldg. Corp., Allen Cnty., IN,                                                 @ 101.000
   First Mtge. Bonds, Ser. 1998 (4)                     610,000   5.000    2010       01/15/08            620,413       579,348
                                                                                      @ 101.000

 3 City of Houston, TX,  Arpt. Sys.        AAA          400,000   4.250    2007       None                398,548       369,020
   Sub. Lien Rev. Bonds, Ser. 1998 B                    600,000   4.400    2009       07/01/08            594,936       542,490
   (Financial Guaranty Ins.)(3)(4)                                                    @ 101.000
                                                        300,000   4.500    2010       07/01/08            297,303       268,161
                                                                                      @ 101.000

 4 Illinois Hlth. Fac. Auth., Rev.         AA           650,000   4.625    2010       08/15/08            642,694       577,064
   Bonds (Advocate Hlth. Care Network),                                               @ 101.000
   Ser. 1998 A

 5 North Carolina Med. Care  Comm.,        A            845,000   4.700    2008       None                845,000       778,862
   Hosp. Rev. Bonds (Halifax Regl. Med.
   Ctr.), Ser. 1998

 6 The Health, Educl. and Hsg. Fac. Bd.    A-           265,000   4.700    2008       None                262,978       240,334
   of Chattanooga, TN, Hosp. Imp. and                   250,000   4.800    2009       06/01/08            247,950       224,903
   Rfdg. Rev. Bonds (Siskin Hosp. for                                                 @ 101.000
   Physical Rehab., Inc. Proj.), Ser.                   335,000   4.900    2010       06/01/08            333,529       299,470
   1998                                                                               @ 101.000

 7 City of Chula Vista, CA, Multi-         AAA          300,000   4.550    2007       None                300,000      $286,872
   Family Hsg. Rev. Bonds (Gateway                      310,000   4.550    2007       None                310,000       295,666
   Town Ctr.), Ser. 1998 A (4)                          325,000   4.650    2008       None                325,000       308,146

 8 Wisconsin Hsg. and Econ. Dev. Auth.,    AA           730,000   4.750    2010       10/01/08            726,730       678,929
   Home Ownership Rev. Bonds, Ser.                                                    @ 101.000
   1998 F (4)

</TABLE>


                                      D - 7

<PAGE>




MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES -  402,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of              of            Face                        Redemption
            Securities                   Issues(1)       Amount  Coupon Maturities    Provisions(3)       Cost         Value
            __________                   _________       ______  ______ _____________ _____________       _______      ________
<S>                                       <C>        <C>          <C>      <C>        <C>              <C>           <C>
 9 City of Monticello, GA, Wtr. and Swr.   AAA        $   5,000   3.600%   2000       None              $   5,025     $   4,983
   Rev. Bonds, Ser. 1998 (FSA Ins.)(3)(5)

10 Emanual Cnty. Dev. Auth., GA, Indl.     NR           740,000   5.500    2009       None                768,483       709,734
   Rfdg. Bonds (Coastal Plain Ventures,
   L.L.C. Proj.), Ser. 1998 A (4)

11 Indian Hills Cmnty. Coll., IA, Indl.    A1(m)        100,000   4.300    2000       None                100,821        99,842
   New Jobs Training Cert. (Merged Area
   XV), Ser. 1998 - 3B (4)(5)

12 Indian Hills Cmnty. Coll., IA,          A1(m)        205,000   4.750    2006       None                206,937       195,336
   Indl. New Jobs Training Cert.                        240,000   4.800    2007       06/01/06            241,504       226,577
   (Merged Area XV), Ser. 1998 - 3B(4)                                                @ 100.000
                                                        265,000   4.900    2008       06/01/06            266,654       248,620
                                                                                      @ 100.000

13 South Bend Redev. Auth., IN, Lease      AA           420,000   4.600    2009       03/01/06            420,000       387,101
   Rental Rev. Rfdg. Bonds (Blackthorn                                                @ 102.000
   Golf Course Proj.), Ser. 1998                        515,000   4.700    2010       03/01/06            515,000       470,247
                                                                                      @ 102.000

14 Long Island Pwr. Auth., NY. Elec. Sys.  A-            50,000   4.000    2001       None                 50,168        49,706
   Gen. Rev. Bonds, Ser. 1998 B (5)

15 The Trustee of Perdue Univ., IN,        AA           595,000   4.600    2010       07/01/08            589,675       535,654
   Cert. of Part., Ser 1998                                                           @ 100.000

16 Oklahoma City Pub. Prop. Auth., OK,     AA           430,000   4.600    2009       10/01/08            428,159       389,589
   Rev. Rfdg. and Imp. Bonds (Oklahoma                                                @ 100.000
   City Golf Sys.), Ser. 1998 (Asset                    450,000   4.500    2010       10/01/08            439,848       395,145
   Guaranty Ins.)(3)                                                                  @ 100.000


                                                  ______________                                    ______________ ______________
 TOTAL                                              $10,490,000                                       $10,501,746    $9,690,617
                                                  ==============                                    ============== ==============
</TABLE>

        See Notes to Portfolio.

                                      D - 8


<PAGE>


MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 402,
DEFINED ASSET FUNDS


NOTES TO PORTFOLIO
AS OF OCTOBER 31, 1999

   (1) These ratings are ratings of the bonds themselves by Standard &
       Poor's Ratings group, or by Moody's Investor's Service, Inc. if
       followed by "(m)", or by Fitch Investors Service, Inc. if
       followed by "(f)"; "(a)" indicates that it is a rating of the
       outstanding debt obligations of the institution providing the
       letter of credit or guarantee; "(b)" indicates that while there
       is no such available rating, in the opinion of Defined Asset Funds
       research analysts, the bond has credit characteristics comparable
       to bonds rated "A" or better; "(c)" indicates that while there is no
       such available rating, in the opinion of Defined Asset Funds research
       analysts, the bond does not have credit characteristics comparable to
       bonds rated "A" or better.

   (2) 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.

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

   (4) Securities that are tax preference items for purposes of the
       Alternative Minimum Tax are indicated by "(AMT)".

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

                                      D - 9
<PAGE>
              Defined
            Asset Funds-Registered Trademark->

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free             INTERMEDIATE TERM SERIES--402
Information Supplement                   (A Unit Investment Trust)
that gives more details about            ---------------------------------------
the Fund, by calling:                    This Prospectus does not contain
The Bank of New York                     complete information about the
1-800-221-7771                           investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-63033) 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.
                                                                    32698-- 1/00
</TABLE>



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