MUNICIPAL INVEST TR FD INTERM TERM SER 402 DEF ASSET FDS
497, 2001-01-19
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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
                           -  INCOME DISTRIBUTIONS TWICE A YEAR

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 19, 2001.

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

Defined Asset Funds-Registered Trademark-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $195 billion sponsored over the last 30
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 31, 2000, THE
EVALUATION DATE.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
Risk/Return Summary...............................    3
What You Can Expect From Your Investment..........    7
  Income Twice a Year.............................    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.......................    9
  Sponsors' Secondary Market......................    9
  Selling Units to the Trustee....................    9
  Exchange Option.................................   10
How The Fund Works................................   10
  Pricing.........................................   10
  Evaluations.....................................   10
  Income..........................................   11
  Expenses........................................   11
  Portfolio Changes...............................   11
  Fund Termination................................   12
  Certificates....................................   12
  Trust Indenture.................................   12
  Legal Opinion...................................   13
  Auditors........................................   13
  Sponsors........................................   13
  Trustee.........................................   14
  Underwriters' and Sponsors' Profits.............   14
  Public Distribution.............................   14
  Code of Ethics..................................   14
Taxes.............................................   14
Supplemental Information..........................   16
Financial Statements..............................  D-1
</TABLE>

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

RISK/RETURN SUMMARY

 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 9 years.

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

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 14 intermediate term tax-exempt municipal
   bonds with a current aggregate face amount of $9,285,000.
 - 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.
 - 22% 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
-Airports/Ports/Highways                                  12%
-General Obligation                                       12%
-Hospitals/Health Care                                    15%
-Housing                                                  18%
-Industrial Development Revenue                            1%
-Miscellaneous                                             9%
-Municipal Water/Sewer                                     1%
-Special Tax                                              16%
-State/Local Government Supported                         10%
-Universities/Colleges                                     6%
</TABLE>

 4. WHAT ARE THE SIGNIFICANT RISKS?
   YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
   REASONS, INCLUDING:
 - Rising interest rates, an issuer's worsening financial condition or a drop in
   bond ratings can reduce the price of your units.
 - Assuming no changes in interest rates, when you sell your units, they will
   generally be worth less than your cost because your cost included a sales
   fee.
 - The Fund will receive early returns of principal if bonds are called or sold
   before they mature. If this happens your income will decline and you may not
   be able to reinvest the money you receive at as high a yield or as long a
   maturity.

 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want 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.

                                       3
<PAGE>
                              DEFINING YOUR INCOME

<TABLE>
<S>                                                 <C>
WHAT YOU MAY EXPECT (Payable on the 25th day of
each December and June):
Regular Semi-annual Income per 1,000 units          $22.86
Annual Income per 1,000 units                       $45.72
RECORD DAY: 10th day of each December and June
THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE; ACTUAL
PAYMENTS MAY VARY.
</TABLE>

 6. WHAT ARE THE FUND'S FEES AND EXPENSES?
   This table shows the costs and expenses you may pay, directly or indirectly,
   when you invest in the Fund.

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

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

Maximum Exchange Fee                                      1.75%
</TABLE>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                        AMOUNT
                                                    PER 1,000 UNITS
                                                    ---------------
<S>                                                 <C>
Trustee's Fee                                            $0.62
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                               $0.50
Evaluator's Fee                                          $0.12
Other Operating Expenses                                 $0.28
                                                         -----
TOTAL                                                    $1.52
</TABLE>

   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 after 1987 and were
   outstanding on December 31, 2000. OF COURSE, PAST PERFORMANCE OF PRIOR SERIES
   IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.

   AVERAGE ANNUAL COMPOUND TOTAL RETURNS
                    FOR PRIOR SERIES
    REFLECTING ALL EXPENSES. FOR PERIODS ENDED 12/31/00.

<TABLE>
<CAPTION>
                       WITH SALES FEE                          NO SALES FEE
               1 YEAR      5 YEARS     10 YEARS       1 YEAR      5 YEARS     10 YEARS
<S>         <C>           <C>         <C>          <C>           <C>         <C>
----------------------------------------------------------------------------------------
High               8.78%      5.57%       6.01%          11.49%      6.24%       6.52%
Average            5.57       4.40        5.81            7.58       5.20        6.32
Low                2.80       3.25        5.61            4.86       3.88        6.12
----------------------------------------------------------------------------------------
Average
Sales fee          1.74%      3.95%       4.99%
----------------------------------------------------------------------------------------
</TABLE>

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

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

 9. HOW DO I BUY UNITS?
   The minimum investment is $250.

   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.

                                       4
<PAGE>

<TABLE>
<S>                                                 <C>
UNIT PRICE PER 1,000 UNITS                          $978.26
(as of October 31, 2000)
</TABLE>

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

10. HOW DO I SELL UNITS?
   You may sell your units at any time to any Sponsor or the Trustee for the net
   asset value determined at the close of business on the date of sale. You will
   not pay any other fee when you sell your units.

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
   The Fund pays income twice a year. 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 50% 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 $10.00 per 1,000 units. 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 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.

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

<TABLE>
<CAPTION>
                                        EFFECTIVE
           TAXABLE INCOME 2001*           % TAX                            TAX-FREE YIELD OF
    SINGLE RETURN       JOINT RETURN     BRACKET     3%     3.5%     4%     4.5%     5%      5.5%      6%      6.5%
                                                                  IS EQUIVALENT TO A TAXABLE YIELD OF
    -----------------------------------------------------------------------------------------------------------------
    <S>               <C>               <C>        <C>     <C>     <C>     <C>     <C>      <C>      <C>      <C>
    $      0- 27,050  $      0- 45,200     15.00    3.53    4.12    4.71    5.29     5.88     6.47     7.06     7.65
    -----------------------------------------------------------------------------------------------------------------
    $ 27,051- 65,550  $ 45,201-109,250     28.00    4.17    4.86    5.56    6.25     6.94     7.64     8.33     9.03
    -----------------------------------------------------------------------------------------------------------------
    $ 65,551-136,750  $109,251-166,450     31.00    4.35    5.07    5.80    6.52     7.25     7.97     8.70     9.42
    -----------------------------------------------------------------------------------------------------------------
    $136,751-297,300  $166,451-297,300     36.00    4.69    5.47    6.25    7.03     7.81     8.59     9.38    10.16
    -----------------------------------------------------------------------------------------------------------------
       OVER $297,300     OVER $297,300     39.60    4.97    5.79    6.62    7.45     8.28     9.11     9.93    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 2001 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>
<CAPTION>
         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 2001 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

INCOME TWICE A YEAR

The Fund will pay you regular semi-annual income. Your 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 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.

However, this Fund is not concentrated in any particular type of bond.

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.

SPONSORS' SECONDARY MARKET

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

We have maintained a secondary market continuously for over 30 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

                                       9
<PAGE>
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.
In addition, you may exchange into this Fund from certain other Defined Asset
Funds and unit trusts. To exchange units, you should talk to your financial
professional about what funds are exchangeable, suitable and currently
available.

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

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

HOW THE FUND WORKS

PRICING

The price of a unit includes interest accrued on the bonds, less expenses, from
the 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 income. When you sell your units you will receive your
share of this cash.

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays,

                                       10
<PAGE>
Sundays and the following holidays as observed by the New York Stock Exchange:
New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas). Bond
values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

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

EXPENSES

The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:

  - to reimburse the Trustee for the Fund's operating expenses;
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - Fund termination expenses and any governmental charges.

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

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

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

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a bond.

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.

                                       11
<PAGE>
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:

  - diversity of the portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

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

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

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

CERTIFICATES

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

TRUST INDENTURE

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

The Sponsors and the Trustee may amend the Indenture without your consent:

  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - 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

                                       12
<PAGE>
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.)
7 World Trade Center--40th Floor,
New York, NY 10048
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PAINEWEBBER INCORPORATED (an indirect subsidiary of UBS AG and an affiliate of
UBS Warburg LLC)
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

                                       13
<PAGE>
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

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

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

                                       14
<PAGE>
the issuers. We cannot assure you that the issuers (or other users of bond
proceeds) have complied or will comply with any requirements necessary for a
bond to be tax-exempt. If any of the bonds were determined not to be tax-exempt,
you could be required to pay income tax for current and prior years, and if the
Fund were to sell the bond, it might have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise.
Because the deductibility of capital losses is subject to limitations, you may
not be able to deduct all of your capital losses. 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 you pay, adjusted to reflect any accruals of
"original issue discount," "acquisition premium" and "bond premium". You should
consult your tax adviser in this regard.

EXPENSES

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

NEW YORK TAXES

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

                                       15
<PAGE>
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, 2000 and the related statements of operations and
of changes in net assets for the year ended October 31, 2000 and 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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Securities owned at October 31, 2000, 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 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, Intermediate Term Series - 402, Defined Asset Funds at October 31, 2000
and the results of its operations and changes in its net assets for the
above-stated periods in conformity with accounting principles generally accepted
in the United States of America.


DELOITTE & TOUCHE LLP

New York, N.Y.
December 22, 2000


                                      D - 1
<PAGE>

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

STATEMENT OF CONDITION
AS OF OCTOBER 31, 2000

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $9,301,029)(Note 1)......................                  $8,867,727
  Accrued interest receivable......................                     119,585
  Accrued interest on segregated bonds.............                         242
  Cash.............................................                      70,002
                                                                   -------------

              Total trust property.................                   9,057,556

LESS LIABILITIES:
  Accrued expenses.................................   $    6,653
  Deferred sales charge (Note 5)...................        3,488         10,141
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  9,278,192 units of fractional undivided
    interest outstanding (Note 3)..................    8,881,350
  Undistributed net investment income..............      166,065
                                                    -------------
                                                                      $9,047,415
                                                                   =============
UNIT VALUE ($9,047,415/9,278,192 units)............                    $0.97513
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

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

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           November 13,
                                                                  1998
                                              Year Ended            to
                                              October 31,   October 31,
                                                    2000          1999
                                             ---------------------------
<S>                                        <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $457,005      $ 470,128
  Interest income on segregated bonds.......       4,801          6,936
  Trustee's fees and expenses...............      (8,892)        (3,615)
  Sponsors' fees............................      (5,171)        (4,434)
                                              ---------------------------
  Net investment income.....................     447,743        469,015
                                              ---------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized loss on securities sold
    or redeemed.............................     (96,829)        (1,485)
  Unrealized appreciation (depreciation)
    of investments..........................     377,826       (811,129)
                                              ---------------------------

  Net realized and unrealized gain (loss)
    on investments..........................     280,997       (812,614)
                                             ---------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $728,740      $(343,599)
                                             ===========================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

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

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                 November 13,
                                                                        1998
                                                    Year Ended            to
                                                    October 31,   October 31,
                                                          2000          1999
                                                   --------------------------
<S>                                                   <C>          <C>
OPERATIONS:
  Net investment income...........................  $  447,743   $   469,015
  Realized loss on securities sold
    or redeemed...................................     (96,829)       (1,485)
  Unrealized appreciation (depreciation)
    of investments................................     377,826      (811,129)
                                                   --------------------------
  Net increase (decrease) in net assets
    resulting from operations.....................     728,740      (343,599)

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)..........    (450,909)     (276,302)

DEFERRED SALES CHARGE (Note 5)....................     (94,966)      (46,493)

CAPITAL SHARE TRANSACTIONS - Redemptions of
  1,043,393 and  73,415 units, respectively.......    (974,623)      (70,564)
                                                   --------------------------
NET DECREASE IN NET ASSETS........................    (791,758)     (736,958)

NET ASSETS AT BEGINNING OF PERIOD.................   9,839,173    10,576,131
                                                   --------------------------
NET ASSETS AT END OF PERIOD.......................  $9,047,415   $ 9,839,173
                                                   ==========================
PER UNIT:
  Income distributions during period..............    $0.04583      $0.03000
                                                   ==========================
  Net asset value at end of period................    $0.97513      $0.95326
                                                   ==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD..........   9,278,192    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 accounting
      principles generally accepted in the United States of America.

      (a) Securities are stated at value as determined by the Evaluator based on
          bid side evaluations for the securities, except that value on 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

      Distributions of net investment income are made semi-annually. Receipts
      other than interest, after deductions for redemptions and applicable
      expenses, are also distributed periodically.

  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 9,278,192 units at Date of Deposit..........    $9,439,863
      Redemptions of units - net cost of 1,116,808 units
        redeemed less redemption amounts..................       102,826
      Realized loss on securities sold or redeemed........       (98,314)
      Deferred sales charge...............................      (141,459)
      Interest income on segregated bonds.................        11,737
      Unrealized depreciation of investments..............      (433,303)
                                                           --------------

      Net capital applicable to Holders...................    $8,881,350
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of October 31, 2000, unrealized depreciation of investments, based on
      cost for Federal income tax purposes, aggregated $433,303, all of which
      related to depreciated securities. The cost of investment securities for
      Federal income tax purposes was $9,301,029 at October 31, 2000.


                                      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, 2000

<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 Fort Wayne Intl. Arpt. Air Trade        AA(f)   $  540,000      5.000%      2010         01/15/08     $  549,218    $  532,910
   Ctr. Bldg. Corp., Allen Cnty., IN,                                                       @ 101.000
   First Mtge. Bonds, Ser. 1998 (AMT)                 610,000      5.000       2010         01/15/08        620,413       601,661
   (5)                                                                                      @ 101.000

 2 City of Houston, TX, Arpt. Sys. Sub.    AAA        220,000      4.500       2010         07/01/08        218,022       204,408
   Lien Rev. Bonds, Ser. 1998 B                                                             @ 101.000
   (Financial Guaranty Ins.)(AMT)(4)(5)               325,000      4.250       2007         None            323,820       305,360
                                                      600,000      4.400       2009         07/01/08        594,936       556,980
                                                                                             @ 101.000

 3 Illinois Hlth. Fac. Auth., Rev.         AA         650,000      4.625       2010         08/15/08        642,694       603,382
   Bonds (Advocate Hlth. Care Network),                                                     @ 101.000
   Ser. 1998 A

 4 North Carolina Med. Care Comm., Hosp.   A-(f)      555,000      4.700       2008         None            555,000       510,123
   Rev. Bonds (Halifax Regl. Med. Ctr.),
   Ser. 1998

 5 The Health, Educl. and Hsg. Fac. Bd.    A-          95,000      4.900       2010         06/01/08         94,583        87,124
   of Chattanooga, TN, Hosp. Imp. and                                                       @ 101.000
   Rfdg. Rev. Bonds (Siskin Hosp. for                 110,000      4.700       2008         None            109,160       101,120
   Physical Rehab., Inc. Proj.), Ser.
   1998

 6 City of Chula Vista, CA, Multi-         AAA        300,000      4.550       2007         None            300,000       291,189
   Family Hsg. Rev. Bonds (Gateway                    310,000      4.550       2007         None            310,000       299,324
   Town Ctr.), Ser. 1998 A (AMT)(5)                   325,000      4.650       2008         None            325,000       311,909

 7 Wisconsin Hsg. and Econ. Dev. Auth.,    AA         730,000      4.750       2010         10/01/08        726,730       702,552
   Home Ownership Rev. Bonds, Ser. 1998                                                     @ 101.000
   F (4)
</TABLE>


                                      D - 7
<PAGE>

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

PORTFOLIO
AS OF OCTOBER 31, 2000

<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>
 8 City of Monticello, GA, Wtr. and        AAA     $    5,000      3.600%      2000         None         $    5,025    $    4,996
   Swr. Rev. Bonds, Ser. 1998
   (FSA Ins.)(4)(6)

 9 Emanual Cnty. Dev. Auth., GA, Indl.     NR         740,000      5.500       2009         None            768,483       732,852
   Rev. Rfdg. Bonds (Coastal Plain
   Ventures, L.L.C. Proj.), Ser. 1998
   A (AMT)(5)

10 Indian Hills Cmnty. Coll., IA, Indl.    A1(m)      240,000      4.800       2007         06/01/06        241,504       229,766
   New Jobs Training Cert. (Merged                                                          @ 100.000
   Area XV), Ser. 1998 - 3B (AMT)(5)                  205,000      4.750       2006         None            206,937       197,446
                                                      265,000      4.900       2008         06/01/06        266,654       253,242
                                                                                            @ 100.000

11 South Bend Redev. Auth., IN, Lease      AA         420,000      4.600       2009         03/01/06        420,000       402,066
   Rental Rev. Rfdg. Bonds (Blackthorn                                                      @ 102.000
   Golf Course Proj.), Ser. 1998                      515,000      4.700       2010         03/01/06        515,000       493,834
                                                                                            @ 102.000

12 Long Island Pwr. Auth., NY, Elec.       A-          50,000      4.000       2001         None             50,168        49,909
   Sys. Gen. Rev. Bonds, Ser. 1998 B (6)

13 The Trustee of Perdue Univ., IN,        AA         595,000      4.600       2010         07/01/08        589,675       562,221
   Cert. of Part., Ser. 1998                                                                @ 100.000

14 Oklahoma City Pub. Prop. Auth., OK,     AA         430,000      4.600       2009         10/01/08        428,159       411,523
   Rev. Rfdg. and Imp. Bonds (Oklahoma                                                      @ 100.000
   City Golf Sys.), Ser. 1998 (Asset                  450,000      4.500       2010         10/01/08        439,848       421,830
   Guaranty Ins.)(4)                                                                        @ 100.000


                                                 --------------                                        -------------- --------------
TOTAL                                              $9,285,000                                            $9,301,029    $8,867,727
                                                 ==============                                        ============== ==============
</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, 2000

   (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. These ratings have been
       furnished by the Evaluator but not confirmed with the rating agencies.

   (2) See Notes to Financial Statements.

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

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

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

   (6) 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--1/01
</TABLE>


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