DEFINED ASSET FUNDS MUNICIPAL DEFINED FUND SERIES 15
497, 2000-09-25
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<PAGE>

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

                           MUNICIPAL DEFINED FUND
                           SERIES 15
                           (A UNIT INVESTMENT TRUST)

                           -  PORTFOLIO OF LONG TERM MUNICIPAL BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  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 September 22, 2000.
<PAGE>
--------------------------------------------------------------------------------

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

Defined Asset Funds offer a number of advantages:
   - 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.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
Risk/Return Summary and Portfolio.................    3
What You Can Expect From Your Investment..........    6
  Income Twice A Year.............................    6
  Return Figures..................................    6
  Records and Reports.............................    6
The Risks You Face................................    7
  Interest Rate Risk..............................    7
  Call Risk.......................................    7
  Reduced Diversification Risk....................    7
  Liquidity Risk..................................    7
  Concentration Risk..............................    7
  Bond Quality Risk...............................    8
  Insurance Related Risk..........................    8
  Litigation and Legislation Risks................    8
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...............................   12
  Fund Termination................................   12
  Certificates....................................   12
  Trust Indenture.................................   12
  Legal Opinion...................................   13
  Auditors........................................   13
  Sponsors........................................   14
  Trustee.........................................   14
  Underwriters' and Sponsors' Profits.............   14
  Public Distribution.............................   14
  Code of Ethics..................................   15
  Year 2000 Issues................................   15
Taxes.............................................   15
Supplemental Information..........................   16
Financial Statements..............................   17
  Report of Independent Accountants...............   17
  Statement of Condition..........................   17
</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 long-term
   municipal revenue bonds.

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

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 18 long-term tax-exempt municipal bonds
   with an aggregate face amount of $15,000,000, and some short-term bonds
   reserved to pay the deferred sales charge. The Fund is a unit investment
   trust which means that, unlike a mutual fund, the Fund's portfolio is not
   managed.

 - The bonds are rated A or better by Standard & Poor's, Moody's or Fitch or in
   the opinion of the agent for the Sponsors have similar credit quality to
   other bonds in the portfolio.

 - Most of the bonds cannot be called for several years, and after that they can
   be called at a premium declining over time to par value. Some bonds may be
   called earlier at par for extraordinary reasons.

 - 18% of the bonds are insured by AAA-rated insurance companies, 15% of the
   bonds are insured by AA-rated insuance companies and 24% are insured by
   A-rated 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>
-General Obligation                                        4%
-Hospitals/Health Care                                    32%
-Housing                                                   8%
-Lease Rental                                             15%
-Municipal Water/Sewer Utility                             7%
-Natural Resources                                         6%
-Universities/Colleges                                    25%
-Miscellaneous                                             3%
</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.

 - Because the Fund is concentrated in hospital/ health care and
   university/college bonds, adverse developments in these sectors could have an
   adverse affect on the value of your units.

                               DEFINING YOUR INCOME
                            AND ESTIMATING YOUR RETURN


<TABLE>
<S>                                                 <C>
WHAT YOU MAY EXPECT (Record Day: 10th day of each
April and October)

First payment per 1,000 units (4/25/01):            $30.89
Regular Semi-Annual Income per 1,000 units
(each April and October beginning 10/25/01):        $28.08
Annual Income per 1,000 units:                      $56.16
THESE FIGURES ARE ESTIMATES ON THE BUSINESS DAY BEFORE THE
INITIAL DATE OF DEPOSIT; ACTUAL PAYMENTS MAY VARY.
Estimated Current Return                             5.74%
Estimated Long Term Return                           5.87%
THESE RETURNS WILL VARY (SEE PAGE 6).
</TABLE>


                                       3
<PAGE>
--------------------------------------------------------------------------------
                        MUNICIPAL DEFINED FUND PORTFOLIO
    ------------------------------------------------------------------------
SERIES 15


<TABLE>
<CAPTION>
                                                         RATING            COST
PORTFOLIO TITLE                 COUPON  MATURITY (1)  OF ISSUES (2)    TO FUND (3)
<C>  <S>                        <C>     <C>           <C>            <C>
-------------------------------------------------------------------------------------

GENERAL OBLIGATION (4%):

 1.  $165,000 City of Buffalo,  4.750%     12/01/02           AAA     $   166,872.75
     NY, Rfdg. Serial Bonds,
     Ser. 1998 C (Financial
     Guaranty Ins.)(4)

 2.  $500,000 City of New       5.375      08/01/27           AAA         477,750.00
     York, G.O. Bonds, Tax-
     Exempt Bonds, Ser. 1998 H
     (FSA Ins.)

HOSPITALS/HEALTH CARE (32%):

 3.  $1,075,000 Illinois Hlth.  5.750      07/01/20          A3(m)        932,132.50
     Facs. Auth. Rev. Bonds
     (West Suburban Hosp. Med.
     Ctr.), Ser. 1999 A

 4.  $1,000,000 Iowa Finance    5.875      02/15/30           AAA       1,005,720.00
     Authority, Hosp. Fac.
     Rev. Bonds (Iowa Hlth.
     Sys.), Ser. 2000 (AMBAC
     Ins.)

 5.  $900,000 Illinois Hlth.    5.500      08/15/25            A-         769,977.00
     Facs. Auth. Rev. Rfdg.
     Bonds (Silver Cross Hosp.
     and Med. Ctrs.), Ser.
     1999

 6.  $750,000 County of         6.375      11/15/30            A-         747,427.50
     Richland, OH, Hosp. Facs.
     Rev. Imp. Bonds
     (MedCentral Hlth. Sys.
     Oblig. Grp.), Ser. 2000 B

 7.  $1,100,000 Kentucky Econ.  6.50-   10/01/20-28          A-(f)      1,062,801.00
     Dev. Fin. Auth., Hlth.     6.625
     Sys. Rev. Bonds (Norton
     Healthcare, Inc.),
     Ser. 2000 A

HOUSING (8%)

 8.  $1,195,000 Washington      5.300      07/01/31           AA-       1,101,574.90
     State Hsg. Fin. Comm.,
     Hsg. and Nonprofit Rev.
     Bonds (Seattle Univ.
     Auxil. Svc. Proj.), Ser.
     1998 (Bank of
     America-Letter of Credit)

LEASE RENTAL (15%):

 9.  $1,200,000 Housing         4.750      12/01/28             A         969,420.00
     Authority of the Cnty. of
     Boulder, CO, Hsg. Rev.
     Bonds, Ser. 1998 (ACA
     Ins.)

10.  $100,000 Providence, RI,   5.500      12/15/01           AAA         101,780.00
     Pub. Bldg. Auth., Rfdg.
     Rev. Bonds, Ser. 2000 B
     (FSA Ins.)(4)
</TABLE>


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


(1)  Approximately 7% of the long-term bonds are callable in 2007, 35% are
     callable in 2008, 13% are callable in 2009 and the remaining long-term
     bonds are callable in 2010 and later. Some bonds could be called earlier
     under extraordinary circumstances.

(2)  All ratings are by Standard & Poor's Ratings Group unless followed by
     "(m)", which indicates a Moody's Investors Service rating or by "(f)",
     which indicates a Fitch IBCA, Inc. rating. Ratings A through AAA indicate
     good to highest quality bonds with a strong to very strong capacity to pay
     interest and repay principal. Bonds designated by 'NR' are not rated but in
     the opinion of the agent for the Sponsors have similar credit quality to
     other bonds in the portfolio.


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

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   BONDS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------
                        MUNICIPAL DEFINED FUND PORTFOLIO
    ------------------------------------------------------------------------
SERIES 15

<TABLE>
<CAPTION>
                                                                   RATING                    COST
PORTFOLIO TITLE                 COUPON  MATURITY (1)           OF ISSUES (2)             TO FUND (3)
<C>  <S>                        <C>     <C>           <C>                               <C>
------------------------------------------------------------------------------------------------------

11.  $1,000,000 City of         5.500%     12/01/30                               AAA   $   978,290.00
     Aurora, CO, Cert. Of
     Part. (Aurora Cap.
     Leasing Corp.), Ser. 2000
     (AMBAC Ins.)

MISCELLANEOUS (3%)

12.  $400,000 Pennsylvania      5.900      12/01/30                                AA       400,000.00
     Econ. Dev. Fin. Auth.
     Rev. Bonds (Dr. Gertrude
     A. Barber Ctr., Inc.),
     Ser. 2000 (Asset Guaranty
     Ins.)

MUNICIPAL WATER/SEWER UTILITY (7%)

13.  $1,055,000 Harris County   5.900      09/01/26                                AA     1,060,908.00
     Mun. Util. Dist. No. 230,
     Unltd. Tax Bonds, Ser.
     2000 (Asset Guaranty
     Ins.)

NATURAL RESOURCES (6%)

14.  $1,000,000 The Industrial  5.375      06/01/28                               AA-       935,150.00
     Dev. Bd. of the Town of
     McIntosh, AL, Envir.
     Facs. Rfdg. Rev. Bonds
     (Ciba Specialty Chemicals
     Corp. Proj.), Ser. 1998 C

UNIVERSITIES/COLLEGES (25%)

15.  $1,100,000 Illinois        5.500      05/15/28                                 A     1,040,270.00
     Educl. Fac. Auth., Rev.
     Bonds, Midwestern Univ.,
     Ser. 1998 B (ACA Ins.)

16.  $225,000 City of Albany,   5.750      10/01/30                                AA       225,000.00
     NY, Indl. Dev. Agy.,
     Civic Fac. Rev. Bonds
     (Albany Law Sch. Proj.),
     Ser. 2000 A (Asset
     Guaranty Ins.)

17.  $1,200,000 Washington      6.350      01/01/31                                 A     1,213,380.00
     State Hsg. Fin. Comm.,
     Nonprofit Rev. Bonds
     (Seattle Academy Proj.),
     Ser. 2000 (ACA Ins.)

18.  $225,000 City of           6.125      11/15/29                                 A       229,072.50
     Georgetown, KY, Coll.
     Rev. Bonds (Georgetown
     Coll. Proj.), Ser. 2000 A
     (ACA Ins.)

19.  $405,000 New Jersey        5.700      07/01/28                                NR       375,763.05
     Educl. Facs. Auth. Rev.
     Bonds, Fairleigh
     Dickinson Univ. Issue,
     Ser. 1998 G

20.  $670,000 City of Forest    6.200      05/01/20                                AA       702,052.80
     Grove, OR, Campus Imp.
     and Rfdg. Rev. Bonds
     (Pacific Univ. Proj.),
     Ser. 2000 (Asset Guaranty
     Ins.)
                                                                                        --------------
                                                                                        $14,495,342.00
                                                                                        ==============
</TABLE>

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


(3)  Approximately 29% of the bonds were deposited at a premium; 4% at par and
     67% at a discount from par. Sponsors' profit on deposit was $194,613.55.

(4)  The interest and principal on these bonds will be used to pay the deferred
     sales charge obligations of the investors, and these amounts are not
     included in the calculation of Estimated Current and Long Term Returns.


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

                   PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY
                   PROSPECTUS
                   FOR A FUTURE FUND IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
                   DIFFERENT
                   BONDS FROM THOSE DESCRIBED ABOVE.
<PAGE>
--------------------------------------------------------------------------------

RISK/RETURN SUMMARY (CONTINUED)

 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want federally tax-free income. You will benefit from a
   professionally selected and supervised portfolio whose risk is reduced by
   investing in bonds of several different issuers.
   The Fund is NOT appropriate for you if you want a speculative investment that
   changes to take advantage of market movements, if you do not want a
   tax-advantaged investment or if you cannot tolerate any risk.
 6. WHAT ARE THE FUND'S FEES AND EXPENSES?
   This table shows the costs and expenses you may pay, directly or indirectly,
   when you invest in the Fund.

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

   You will pay an up-front sales fee of 1.00%, as well as a total deferred
   sales fee of $19.00 per 1,000 units ($2.38 per 1,000 units quarterly in the
   first year and $2.37 per 1,000 units quarterly in the second year). Employees
   of some of the Sponsors and their affiliates may pay a reduced sales fee of
   at least $5.00 per 1,000 units.
   The maximum sales fee is reduced if you invest at least $100,000, as follows:

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

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                          AS A % OF   AMOUNT
                                           $1,000    PER 1,000
                                          INVESTED     UNITS
                                          ---------  ---------
<S>                                       <C>        <C>
Trustee's Fee                                 .052%    $0.52
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                    .040%    $0.40
Evaluator's Fee                               .009%    $0.09
Other Operating Expenses                      .018%    $0.18
                                           -------     -----
TOTAL                                         .119%    $1.19
</TABLE>

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER 1,000
                                                      UNITS
                                                    ---------
<S>                                                 <C>
ORGANIZATION COSTS (deducted from Fund assets at
 the close of the initial offering period)            $2.00
</TABLE>

   EXAMPLE
   This example may help you compare the cost of investing in the Fund to the
   cost of investing in other funds.
   The example assumes that you invest $10,000 in the Fund for the periods
   indicated and sell all your units at the end of those periods. The example
   also assumes a 5% return on your investment each year and that the Fund's
   operating expenses stay the same. Although your actual costs may be higher or
   lower, based on these assumptions your costs would be:

<TABLE>
<S>     <C>      <C>      <C>
1 Year  3 Years  5 Years  10 Years
 $322    $349     $379      $466
</TABLE>

   You will pay the following expenses if you do not sell your units:

<TABLE>
<S>     <C>      <C>      <C>
1 Year  3 Years  5 Years  10 Years
 $227    $349     $379      $466
</TABLE>

 7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
   IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE OF PRIOR MONTHLY PAYMENT
   SERIES, WHICH HAD THE SAME INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
   BONDS AS THIS FUND. These prior series differed in that they charged a higher
   sales fee. These prior Monthly Payment Series were offered after 1987 and
   were outstanding on June 30, 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 6/30/00.

<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                5.52%      5.54%       5.92%           5.79%      6.73%       6.40%
Average            -0.74       4.40        5.60            1.48       5.46        6.17
Low                -6.65       2.98        5.30           -3.81       3.85        5.88
-----------------------------------------------------------------------------------------
Average
Sales fee           2.27%      5.31%       5.71%
-----------------------------------------------------------------------------------------
</TABLE>

   Note: All returns represent changes in unit price with distributions
   reinvested into the Municipal Fund Investment Accumulation Program.
 8. IS THE FUND MANAGED?
   Unlike a mutual fund, the Fund is not managed and bonds are not sold because
   of market changes. Rather, experienced Defined Asset Funds financial analysts
   regularly review the bonds in the Fund. The Fund may sell a bond if certain
   adverse credit or other conditions exist.

                                       4
<PAGE>
 9. HOW DO I BUY UNITS?
   The minimum investment is $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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER 1,000 UNITS                          $ 977.94
(as of September 21, 2000)
</TABLE>

   Unit price is based on the net asset value of the Fund plus the up-front
   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. Unit price
   also includes the estimated organization costs shown on the previous page. 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.

<TABLE>
<S>                                                 <C>
UNIT PAR VALUE                                      $1.00
</TABLE>

   Unit par value means the total amount of money you should generally receive
   on each unit by the termination of the Fund (other than interest and premium
   on the bonds). This total amount assumes that all bonds in the Fund are
   either paid at maturity or called by the issuer at par or are sold by the
   Fund at par. If you sell your units before the Fund terminates, you may
   receive more or less than the unit par value.
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 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.
   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 semi-annual income in cash unless you choose to
   compound your income by reinvesting at no sales fee in the Municipal Fund
   Investment Accumulation Program, Inc. This Program is an open-end mutual fund
   with a comparable investment objective. Income from this Program will
   generally be subject to state and local income taxes. FOR MORE COMPLETE
   INFORMATION ABOUT THE PROGRAM, INCLUDING CHARGES AND FEES, ASK THE TRUSTEE
   FOR THE PROGRAM'S PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST. THE
   TRUSTEE MUST RECEIVE YOUR WRITTEN ELECTION TO REINVEST AT LEAST 10 DAYS
   BEFORE THE RECORD DAY OF AN INCOME PAYMENT.
    EXCHANGE PRIVILEGES
   You may exchange units of this Fund for units of certain other Defined Asset
   Funds. You may also exchange into this Fund from certain other funds. We
   charge a reduced sales fee on exchanges.

--------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

<TABLE>
<CAPTION>
                                        COMBINED
                                        EFFECTIVE
    TAXABLE INCOME 2000*                TAX RATE                        TAX-FREE YIELD OF
    SINGLE RETURN       JOINT RETURN        %       3%    3.5%    4%     4.5%     5%     5.5%     6%     6.5%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
    <S>               <C>               <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    7.65
    $ 26,251- 63,550  $ 43,851-105,950     28.00   4.17   4.86   5.56    6.25    6.94    7.64    8.33    9.03
    $ 63,551-132,600  $105,951-161,450     31.00   4.35   5.07   5.80    6.52    7.25    7.97    8.70    9.42
    $132,601-288,350  $161,451-288,350     36.00   4.69   5.47   6.25    7.03    7.81    8.59    9.38   10.16
       OVER $288,350     OVER $288,350     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 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.

                                       5
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

INCOME TWICE A YEAR

The Fund will pay you regular income twice a year. 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 twice a year;
- 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.

                                       6
<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.

Some bonds may be required to be called incrementally 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.

In extraordinary cases, an issuer might be able to call its bonds if, for
example:

  - 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, it is said to
be "concentrated" in that bond type, which makes the Portfolio less diversified.

Here is what you should know about the Fund's concentration in hospital and
health care bonds.

  - payment for these bonds depends on revenues from private third-party payors
    and government programs, including Medicare and Medicaid, which have
    generally undertaken cost containment measures to limit payments to
    healthcare providers;
  - hospitals face increasing competition resulting from hospital mergers and
    affiliations;
  - hospitals need to reduce costs as HMOs increase market penetration and
    hospital supply and drug companies raise prices;

                                       7
<PAGE>
  - hospitals and health care providers are subject to various legal claims by
    patients and others and are adversely affected by increasing costs of
    insurance.
  - many hospitals are aggressively buying physician practices and assuming risk
    contracts to gain market share. If revenues do not increase accordingly,
    this practice could reduce profits;
  - Medicare is changing its reimbursement system for nursing homes. Many
    nursing home providers are not sure how they will be treated. In many cases,
    the providers may receive lower reimbursements and these would have to cut
    expenses to maintain profitability; and
  - most retirement/nursing home providers rely on entrance fees for operating
    revenues. If people live longer than expected and turnover is lower than
    budgeted, operating revenues would be adversely affected by less than
    expected entrance fees.

Here is what you should know about the Fund's concentration in
university/college bonds. Payment for these bonds depends on:

  - level or amount and diversity of sources of revenue;
  - availability of endowments and other funds;
  - reputation;
  - financial management;
  - enrollment; and
  - for public institutions, the financial condition of the government and its
    educational policies.

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 are backed by insurance companies (as shown under Municipal Defined
Fund 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 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.

                                       8
<PAGE>
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.

As of the close of the initial offering period, the price you receive will be
reduced to reflect estimated organization costs.

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 may discontinue the secondary market without prior notice for any business
reason.

SELLING UNITS TO THE TRUSTEE

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

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

As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but the Trustee is not required 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

                                       9
<PAGE>
distributing bonds and cash with a total value equal to the price of those
units. The Trustee will try to distribute bonds in the portfolio pro rata, but
it reserves the right to distribute only one or a few bonds. The Trustee will
act as your agent in an in kind distribution and will either hold the bonds for
your account or sell them as you instruct. You must pay any transaction costs as
well as transfer and ongoing custodial fees on sales of bonds distributed in
kind.

There could be a delay in paying you for your units:

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

Bonds also carry accrued but unpaid interest up to the initial date of deposit.
To avoid having you pay this additional accrued interest (which earns no return)
when you buy, the Trustee advances this amount to the Sponsors. The Trustee
recovers this advance from interest received on the bonds.

In addition, a portion of the price of a unit also consists of cash to pay all
or some of the costs of organizing the Fund including:

  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

EVALUATIONS

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

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

INCOME

Interest on any bonds purchased on a when-issued basis or for a delayed delivery
does not begin to accrue until the bonds are delivered to the Fund. The Trustee
may reduce its fee to provide you with tax-exempt income for this non-accrual
period.

If a bond is not delivered on time and the Trustee's annual fee and expenses do
not cover the additional accrued interest, we will treat the contract to buy the
bond as failed.

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 Fund's registration statement yearly are also now
chargeable to the Fund. 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.
Certain of these expenses were previously paid for by the Sponsors.

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

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 Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the

                                       11
<PAGE>
Fund will owe the excess. The Trustee has a lien on Fund assets to secure
reimbursement of Fund expenses and may sell bonds if cash is not available.

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond fails in the first 90 days of the Fund, we generally
will deposit a replacement tax-exempt bond with a similar yield, maturity,
rating and price.

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 for sale units 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

                                       12
<PAGE>
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 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.

                                       13
<PAGE>
SPONSORS

The Sponsors and their underwriting percentages are:

<TABLE>
<S>                                                 <C>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a
wholly-owned subsidiary of Merrill Lynch & Co., Inc.)P.O.
Box 9051,
Princeton, NJ 08543-9051                             73.33%
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned
subsidiary of Citigroup Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013                                   10.00%
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary
of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048                                    3.34%
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of
PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019                                   13.33%
                                                    ------
                                                    100.00%
                                                    ======
</TABLE>

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

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, NY 10004. 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. Sponsors also realize a
profit or loss on deposit of the bonds shown under Municipal Defined Fund
Portfolio. 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.
7% of the bonds in the portfolio were purchased from a Sponsor (as sole
underwriter, managing underwriter or member of an underwriting syndicate).

During the initial offering period, the Sponsors also may realize profits or
sustain losses on units they hold. 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

During the initial offering period, units will be distributed to the public by
the Sponsors and dealers who are members of the National Association of
Securities Dealers, Inc. This period is 30 days or less if all units are sold.
The Sponsors may extend the initial period up to 120 days.

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.

                                       14
<PAGE>
In the initial offering period, the concession to dealers will be $21 per 1,000
units. We may change the concession at any time. Dealers may resell units to
other dealers with a concession not in excess of the original concession to
dealers.

CODE OF ETHICS

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

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the securities contained in the Portfolio. We
cannot predict whether any impact will be material to the Fund as a whole.

TAXES

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

At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and may be taken
into account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the 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.

                                       15
<PAGE>
GAIN OR LOSS UPON DISPOSITION

You will generally recognize capital gain or loss when you dispose of your units
for cash (by sale or redemption), when you exchange your units for units of
another Defined Asset Fund or when the Fund disposes of a bond. 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 and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount," "acquisition premium" and
"bond premium". You should consult your tax adviser in this regard.

EXPENSES

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

NEW YORK TAXES

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

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>
                       REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Defined Asset Funds Municipal Defined Fund
Series 15 (the "Fund"):

We have audited the accompanying statement of condition and the related defined
portfolio included in the prospectus of the Fund as of September 22, 2000. This
financial statement is the responsibility of the Trustee. Our responsibility is
to express an opinion on this financial statement based on our audit.

We conducted our audit 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
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. Our procedures included confirmation of cash, securities and an
irrevocable letter of credit deposited for the purchase of securities, as
described in the statement of condition, with 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 statement referred to above presents fairly, in
all material respects, the financial position of the Fund as of September 22,
2000 in conformity with accounting principles generally accepted in the United
States of America.

DELOITTE & TOUCHE LLP
NEW YORK, NY
SEPTEMBER 22, 2000

                STATEMENT OF CONDITION AS OF SEPTEMBER 22, 2000

TRUST PROPERTY


<TABLE>
<S>                                                 <C>
Investments--Bonds and Contracts to purchase
  Bonds(1)........................................  $14,495,342.00
Cash..............................................      30,000.00
Accrued interest to Initial Date of Deposit on
  underlying Bonds................................     151,074.87
           Total..................................  $14,676,416.87
LIABILITIES AND INTEREST OF HOLDERS
Liabilities: Advance by Trustee for accrued
  interest (2)....................................  $  151,074.87
           Reimbursement of Sponsors for
  organization expenses (3).......................      30,000.00
           Subtotal...............................     181,074.87
           Interest of Holders of 15,000,000 Units
  of fractional undivided interest outstanding:
           Cost to investors (3)(4)(5)............  14,669,042.00
           Organization expenses (3) and gross
  underwriting commissions (4)....................    (173,700.00)
           Subtotal...............................  14,495,342.00
                                                    -------------
           Total..................................  $14,676,416.87
                                                    =============
</TABLE>


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

        (1) Aggregate cost to the Fund of the bonds listed under Defined
Portfolio is based upon the offer side evaluation determined by the Evaluator at
the evaluation time on the business day prior to the Initial Date of Deposit.
The contracts to purchase the bonds are collateralized by an irrevocable letter
of credit which has been issued by San Paolo Bank, New York Branch, in the
amount of $14,265,801.43 and deposited with the Trustee. The amount of the
letter of credit includes $14,134,126.30 for the purchase of $15,100,000 face
amount of the bonds, plus $131,675.13 for accrued interest.

        (2) Representing a special distribution to the Sponsors by the Trustee
of an amount equal to the accrued interest on the bonds.
        (3) A portion of the Unit Price consists of cash in an amount sufficient
to pay for costs incurred in establishing the Fund. These costs have been
estimated at $2.00 per 1,000 Units. A distribution will be made at the close of
the initial offering period to an account maintained by the Trustee from which
the organizational expense obligation of the investors to the Sponsors will be
satisfied. If the actual organization costs exceed the estimated aggregate
amount shown above, the Sponsors will pay for this excess amount.
        (4) Assumes the maximum up-front sales fee per 1,000 units of 1.00% of
the Unit Price. A deferred sales fee of $19.00 per 1,000 units is payable over a
two-year period ($2.38 per 1,000 units quarterly in the first year and $2.37 per
1,000 units quarterly in the second year). Distributions will be made to an
account maintained by the Trustee from which the deferred sales fee obligation
of the investors will be satisfied. If units are redeemed prior to the end of
second anniversary of the Fund, the remaining portion of the deferred sales fee
applicable to such units will be transferred to the account on the redemption
date.
        (5) Aggregate Unit Price (exclusive of interest) computed on the basis
of the offer side evaluation of the underlying bonds as of the evaluation time
on the business day prior to the Initial Date of Deposit.

                                       17
<PAGE>
              Defined
            Asset Funds-Registered Trademark-

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<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL DEFINED FUND
Request the most                         SERIES 15
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-44554) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-2537).
                                         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.
                                                                  100438RR--9/00
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