DEFINED ASSET FUNDS MUNICIPAL INVT TR FD NEW YORK SER A, 497, 1995-08-04

DEFINED ASSET FUNDS MUNICIPAL INVT TR FD NEW YORK SER A
497, 1995-08-04

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DEFINED
ASSET FUNDSSM

MUNICIPAL INVESTMENT
TRUST FUND

- ------------------------------------------------------------
NEW YORK SERIES A
(14 DAY REPURCHASE--
COLLATERAL BACKED)
A UNIT INVESTMENT TRUST

PROSPECTUS, PART A
DATED AUGUST 4, 1995

SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Inc.
Smith Barney Inc.
Prudential Securities Incorporated
Dean Witter Reynolds Inc.

MONTHLY INCOME - TAX-FREE

This Fund's objective is to provide interest income that in the opinion of
counsel is, with certain exceptions, exempt from regular Federal income taxes
and New York State and City personal income taxes under existing law through
investment in a fixed portfolio consisting primarily of long-term Bonds issued
by or on behalf of the State of New York and counties, municipalities, public
authorities and similar entities thereof. In order to provide liquidity, the
Sellers of the Bonds have committed to repurchase any Bonds from the Fund on 14
calendar days' notice (i) to enable the Fund to satisfy the redemption of Units
and on certain fixed disposition dates and (ii) if the Bond is in default or is
deemed to be taxable and in certain other circumstances. These repurchase
commitments are collateralized. There is no assurance that the objectives of
this Fund will be met because it is subject to the continuing ability of issuers
of the Bonds to meet their principal and interest requirements and of the
Sellers to meet their obligations under their repurchase commitments.
Furthermore, the market value of the underlying Bonds, and therefore the value
of the Units, will fluctuate with changes in interest rates and other factors.
Units of the Fund are rated AAA by Standard & Poor's Corporation.
Minimum Purchase: One Unit
- ------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------

NOTE: PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
UNLESS ACCOMPANIED BY PART B.

This Prospectus consists of two parts. The first includes an Investment Summary
and certified financial statements of the Fund, including the related portfolio;
the second contains a general summary of the Fund.
- ------------------------------------------------------------------------
Read and retain both parts of this Prospectus for future reference.
<PAGE>

DEFINED ASSET FUNDSSM are America's oldest and largest family of unit investment
trusts with over $95 billion sponsored since 1971. Each fund is a defined
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.

Defined Asset Funds offer several attractive features. You know in advance what
you're investing in and that changes in the portfolio are limited. Most Defined
Bond Funds pay interest monthly and repay principal as bonds are called,
redeemed, sold or as they mature. Defined Equity Funds offer preselected stock
portfolios with defined termination dates.

Your financial advisor can help you select Defined Asset Funds to meet your
personal investment objectives. Our size and market presence enable us to offer
a wide variety of investments. Different Defined Asset Funds invest in a variety
of different securities: municipal bonds, corporate bonds, government bonds,
utility stocks, growth stocks, even international securities denominated in
foreign currencies.

The terms of Defined Funds are as short as one year or as long as 30 years.
Special funds are available for investors seeking extra features: insured funds,
double and triple tax-free funds, and funds with 'laddered maturities' to help
protect against rising interest rates. Defined Asset Funds are offered by
prospectus only.

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CONTENTS

Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statement of Condition...................................... D-2
Portfolio................................................... D-6

A-2
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, NEW YORK SERIES A
INVESTMENT SUMMARY
AS OF APRIL 30, 1995, THE EVALUATION DATE

FACE AMOUNT OF BONDS.....................................$ 68,045,304(a)
NUMBER OF UNITS.......................................... 154,572
FACE AMOUNT OF BONDS PER UNIT............................ 440.21
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
UNIT................................................... 1/154,572nd
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Bonds..............$ 68,139,936
--------------------
Divided by 154,572 Units............................$ 440.83
Plus sales charge of 1.00% of Public Offering Price
(1.010% of net amount invested)(b)................ 4.45
--------------------
Public Offering Price per Unit......................$ 445.28
(plus cash
adjustments and
accrued interest)(c)
SPONSOR'S REPURCHASE PRICE AND REDEMPTION PRICE PER
UNIT...................................................$ 440.83
(based on aggregate bid side evaluation of Bonds) (plus cash
($4.45 less than Public Offering Price per Unit) adjustments and
accrued interest)(c)
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO
Face amount of Bonds with bid side evaluation:
Over par.......................................... 100%
CALCULATION OF ESTIMATED NET ANNUAL INTEREST RATE PER
UNIT (based on face amount per Unit)
Annual interest rate per Unit....................... 6.684%
Less estimated annual expenses per Unit ($0.14)
expressed as a percentage......................... .031%
--------------------
Estimated net annual interest rate per Unit......... 6.653%
--------------------
--------------------

DAILY RATE AT WHICH ESTIMATED NET INTEREST ACCRUES PER
UNIT...................................................... .0184%
MONTHLY INCOME DISTRIBUTIONS
Estimated net annual interest rate per Unit times the
Face Amount per Unit.................................$ 29.29
Divided by 12..........................................$ 2.44
RECORD DAY
The 10th day of each month.
DISTRIBUTION DAY
The 25th day of each month.

MINIMUM CAPITAL DISTRIBUTION

No distribution need be made from Capital Account if balance in Account is
less than $5.00 per Unit.

TRUSTEE'S ANNUAL FEE AND EXPENSES(d)

PORTFOLIO SUPERVISION FEE(e)

Maximum of $0.10 per $1,000 face amount of underlying Bonds (see Fund
Expenses in Part B).

EVALUATOR'S FEE FOR EACH EVALUATION

Maximum of $29 (see Fund Expenses in Part B).

EVALUATION TIME

3:30 P.M. New York Time

MANDATORY TERMINATION DATE
February 15, 2017

MINIMUM VALUE OF FUND

Trust Indenture may be terminated if value of Fund is less than $61,828,948.
As of the Evaluation Date, the value of the Fund was $68,139,936.

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(a)On the Initial Date of Deposit (October 14, 1983) the Face Amount of
Bonds was $154,572,372. Cost of Bonds is set forth under Portfolio.

(b)The sales charge will be reduced on a graduated scale in the case of
quantity purchases (see How to Buy Units in Part B). Any resulting
reduction in the Public Offering Price will increase the effective
return on a Unit.

(c)For Units purchased or redeemed on the Evaluation Date, accrued
interest is approximately equal to the undistributed net investment
income of the Fund (see Statement of Condition on p. D-2) divided by
the number of outstanding Units, plus accrued interest per Unit to the
expected date of settlement (5 business days after purchase or
redemption). The amount of the cash adjustment which is added is equal
to the cash per Unit held in the Capital Account (see How To Buy and
How To Sell Units in Part B).

(d)The Trustee receives its fee from the Sellers by special arrangement.

(e)The Sponsors also may be reimbursed for their costs of bookkeeping and
administration services to the Fund. Portfolio Supervision Fees
deducted in excess of portfolio supervision expenses may be used for
this reimbursement. Additional deductions for this purpose are
currently estimated not to exceed an annual rate of $0.10 per Unit.

A-3
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, NEW YORK SERIES A
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)

NUMBER OF ISSUES IN PORTFOLIO............................... 102
STANDARD & POOR'S RATING ON UNITS OF THE FUND(a) ........... AAA
RANGE OF MATURITIES.................................................1995-2020
NUMBER OF ISSUES BY SOURCE OF
REVENUE/PURPOSE OF ISSUE:
Housing................................................ 102
PERCENTAGE OF AGGREGATE FACE AMOUNT OF PORTFOLIO CURRENTLY
SUBJECT TO OPTIONAL REDEMPTION PROVISIONS(b).............. 64%
PERCENTAGE OF AGGREGATE FACE AMOUNT OF PORTFOLIO(c)COMPRISED
OF:
Housing Obligations.................................... 100%
Obligations of issuers located in the State of New
York................................................. 100%
MultiFamily Housing Limited Obligation ('HDC') Bonds... 85%
PERCENTAGE OF AGGREGATE FACE AMOUNT OF PORTFOLIO BACKED BY:
Collateralized Repurchase Commitments of Savings Banks 100%
PERCENTAGE OF AGGREGATE FACE AMOUNT OF PORTFOLIO BACKED BY
EACH SELLER(d):
The Greater New York Savings Bank...................... 80%
The Home Savings of America............................ 18%
Dime Savings Bank of Williamsburg 2%

RISK FACTORS--

RISK OF CAPITAL DEPRECIATION--It is an objective of the Fund that, in view
of each Seller's continuing collateralized repurchase commitments, the value of
the Bonds should not significantly decrease below their unpaid principal
amounts, thereby minimizing the risk of capital depreciation while maintaining
the potential for capital appreciation in comparison to other fixed-rate
investments. There is no assurance that this objective can be met since it is
subject to the continuing sufficiency of Collateral provided by the Sellers.

While the Bonds have maturities ranging from 1995 to 2020, provision is
made that they will be sold by the Trustee on scheduled disposition dates from
1996 to 2017, when the Fund will terminate. Distribution to investors of their
pro rata share of the principal of Bonds will be made following the disposition
of such Bonds.

LIQUIDITY--All of the Bonds were purchased by the Sponsors from the Sellers
which originally directly acquired them in the ordinary course of their business
and held them in their investment portfolio prior to the sale to the Sponsors. A
majority of the aggregate face amount of Bonds initially deposited were issued
under bond resolutions or trust indentures that do not provide for the issuance
of bonds in small denominations. The Sponsors believe that such Bonds would be
marketable to institutions or through a participation trust arrangement, and
that all other Bonds in the Portfolio would be readily marketable should it be
necessary for the Trustee to sell Bonds to meet redemptions.

REPURCHASE COMMITMENTS--All Bonds in the Fund have been purchased from the
New York savings banks listed above (the 'Sellers'), each of which has made the
following Collateralized Repurchase Commitments with respect to any Bond sold by
it:

(i) to repurchase at any time on 14 calendar days' notice any such Bond
in the event it is necessary to sell any such Bond to meet redemptions of
Units should such redemptions be made despite the market-making activity of
the Sponsors;

(ii) to repurchase any such Bond at its scheduled disposition date if
the Trustee elects not to sell such Bond in the open market (because a
price in excess of its face amount cannot be obtained) on such date;

(iii) to repurchase on 14 calendar days' notice any such Bond if the
issuer thereof should fail to make payments of principal (and premium which
may be owing due to redemption price to maturity or otherwise) thereof and
interest thereon;

- ------------------------------
(a) See Description of Ratings in Part B.
(b) See Portfolio.
(c) A Fund is considered to be 'concentrated' in a category when the
Securities in that category constitute 25% or more of the aggregate face amount
of the Portfolio. See Risk Factors herein and in Part B for a description of
certain investment risks relating to these types of obligations.
(d) These savings banks are based in the State of New York, organized
under the laws of the State of New York and subject to regulation thereunder.

A-4
<PAGE>
(iv) to repurchase on 14 calendar days' notice any such Bond in the
event that the interest thereon should be deemed to be taxable; and

(v) to repurchase immediately all such Bonds if the Seller becomes or is
deemed to be insolvent or fails to meet its collateral requirements in
certain circumstances, in which case the Collateral Agent will liquidate
Collateral.

Investors should recognize that they are subject to having all or part
of the principal amount of their investment returned prior to termination
date of the Fund or, with respect to their pro rata share of any underlying
Bond, the disposition date of such obligation, in the situations outlined
in clauses (iii) through (v) above. In addition, should a Seller default in
the performance of its obligation to repurchase any such Bond, therefore
requiring a liquidation of Collateral, it will take a period of time
following such a default for the Collateral Agent to liquidate Collateral
for the purposes of satisfying such repurchase obligation. In no event,
however, will payment of redemption proceeds Unitholders be in excess of
seven days from the date of tender of Units for redemption. Any repurchase
of a Bond as described in this paragraph is at the unpaid principal amount
of the Bond (the 'Put Price') plus interest accrued to the date of
repurchase. Each Seller made such repurchase commitments only with respect
to Bonds which it sold to the Fund; consequently, if a particular Seller
fails to meet its commitment, no recourse is available against any other
Seller nor against the Collateral of any other Seller. In the event of such
a failure by a particular Seller, recourse may only be made to the
Collateral provided by that Seller.

The Liquidity Repurchase and Disposition Repurchase commitments of each
Seller will terminate with respect to the related Bond upon disposition of such
Bond by the Fund. The Default Repurchase and Tax Repurchase commitments will not
so terminate but will be transferable, together with an interest in the
Collateral securing such commitments, upon the transfer of the related Bond.

HDC BONDS--The Fund is considered to be 'concentrated' in Multifamily
Housing Limited Obligation Bonds ('HDC Bonds') issued in various series by the
New York City Housing Development Corporation ('HDC') during 1977 and 1978 after
The City of New York lost access to the short and long term public credit
markets. The Bonds were issued by HDC to provide long-term financing for
mortgages previously made by the City for low and moderate income multifamily
rental projects under the City's Mitchell-Lama program. In some cases, rents
were, and continue to be, subsidized by the Federal Government under Section 236
of the National Housing Act. The City had been financing those mortgages with
its short-term notes, and prior to the HDC refinancing, none of the mortgages
had been insured by the Federal Housing Administration ('FHA'). After the HDC
refinancing, each mortgage securing a series of HDC Bonds was insured under
Section 223(f) of the National Housing Act and provision was made for proceeds
of each series to be used to bring the related project in compliance with FHA
minimum property standards.

In order to acquire each mortgage from the City, a series of HDC Bonds was
issued; however, FHA would insure only a portion of each original mortgage. The
Original Mortgage was divided in two separate mortgages, a first mortgage and a
second mortgage. The series of Bonds was issued only in the amount of the first
mortgage, which was insured by the FHA. The uninsured portion of the original
mortgage, reconstituted as a second mortgage, was returned to the City. The HDC
Bonds were issued under either the Multifamily Housing Limited Obligation Bonds
General Bond Resolution adopted by HDC on July 25, 1977, and subsequently
amended, or the Multifamily Housing Limited Obligation Bonds Second General Bond
Resolution adopted by HDC on October 10, 1978, and subsequently amended (either
of those resolutions is hereinafter referred to as a 'HDC Bond Resolution') and,
for each series, a series resolution of HDC. J. Henry Schroder Bank & Trust
Company is serving as trustee under each HDC Bond Resolution (such bank and any
successor trustee is hereinafter referred to as the 'HDC Trustee').

Each series of HDC Bonds was issued to refinance a particular insured
mortgage (the 'related mortgage'), which secures only that series of HDC Bonds.
Principal of and interest on each series of HDC Bonds are payable monthly in
equal or approximately equal payments. A portion of each monthly payment of debt
service on a series of HDC Bonds is principal, equal in amount to the principal
due in the corresponding month on the related mortgage. The principal portion of
monthly debt service, although initially nominal in amount, increases in amount
in each successive monthly debt service payment with the payment at maturity
being substantially all principal. The other portion of each monthly payment of
debt service on a series of HDC Bonds is interest at the rate borne by the
particular series of HDC Bonds, which is approximately 1 1/2% less than the rate
of the related mortgage. The interest portion of each monthly payment of debt
service, although substantially all of the initial monthly payments of debt
service, decreases in proportion, but not in rate, to the portion of subsequent
monthly debt service payments representing principal. The monthly payment at
maturity includes only a nominal amount of interest.

A-5
<PAGE>
HDC's obligation with respect to the payment of interest on and principal
of each series of HDC Bonds is limited to amounts in respect of principal and
interest actually received by HDC on each related mortgage. In the event of a
default on a related mortgage, such series of HDC Bonds will be deemed paid in
full upon payment to the bondholders of the net amount of FHA mortgage insurance
benefits notwithstanding that such payment does not actually pay in full the
unpaid principal amount of such series of HDC Bonds and the interest due
thereon. It is not expected that FHA payments would exceed 99% (after payment of
applicable fees) of the unpaid principal amount of the related mortgage or that
such benefits would pay more than a portion of the accrued interest on such
mortgage; in addition, the amount of mortgage insurance benefits to be applied
to the payment of a series of HDC Bonds is net of any fees and expenses in
obtaining the mortgage insurance benefits and any amounts paid as principal of
or interest on the series of HDC Bonds by HDC from amounts it was entitled to
retain or from a source other than payments of principal and interest on the
related mortgage. The provisions of Section 223(f) under which the mortgages
were insured provide for payment of benefits in cash. No estimate can be made of
the time required for FHA to process a claim and pay insurance benefits.

The frequency or amount of principal of and interest on a series of HDC
Bonds may be changed in order to coincide with a change in mortgage payments
arising from a modification of the related mortgage in the following
circumstances which, unless otherwise indicated, do not require the consent of
bondholders,

(i) FHA requires modification of the related mortgage, or

(ii) HDC exercises its one time right with respect to each mortgage to
defer principal for not more than a year and to extend the term of such
mortgage for the same period, or

(iii) the HDC Trustee may, and upon the request of the holders of 51% in
aggregate principal amount shall, after the occurrence of an event of
default with respect to a series of HDC Bonds, modify the related mortgage
with the approval of FHA and the holders of 51% of principal amount of such
series of HDC (it is not expected that the Fund would hold such percentage
of any series of HDC Bonds); such a modification is required to provide for
the payment of all principal due on the related mortgage no later than 45
days before the date 41 years after the issuance of such HDC Bonds.

Failure to timely pay principal on a series of HDC Bonds does not
necessarily result in the occurrence of an event of default in the following
circumstances:

(i) if the related mortgage was in default at the time, no event of
default on such series of HDC Bonds will occur if within a maximum of 12
months thereafter HDC (a) exercises its one time right to modify the
mortgage with FHA approval in order to defer principal on the related
mortgage and (b) pays the first monthly principal payment on such series of
HDC Bonds in an amount equal to the payment of principal on the related
mortgage in accordance with such modification, or

(ii) after a modification described above, the holders of 51% in
principal amount of a series of HDC Bonds agree to a further modification
of the related mortgage deferring payment of principal on such series of
HDC Bonds.

Each series of HDC Bonds is subject to redemption in whole or in part on
the 15th day of any month upon notice given 25 days in advance of such
redemption at par plus accrued interest to the date of redemption from (i) net
condemnation awards, casualty insurance payments not applied to the
reconstruction of the related project, (ii) prepayments required by FHA in any
amount and (iii) and other prepayments which in any single calendar year do not
exceed 15% of the original principal amount of the related mortgage. Each series
of Bonds is also subject to redemption in whole or in part on the 15th day of
any month from prepayments in excess of such 15% at par plus interest accrued to
the date of redemption plus a premium of 3% of the amount of such excess less
0.125% for each twelve month period elapsed since the date of the related
mortgage. Each series of HDC Bonds is also subject to redemption in whole or in
part at the direction of The City of New York on, depending on the series of HDC
Bonds, July 15, 1997, or November 15, 1998, and on the 15th day of each month
thereafter at par plus a premium of 5% plus interest accrued to the date of
redemption. If a series of HDC Bonds is to be redeemed in part, a pro rata
portion of all Bonds of such series shall be redeemed, with the effect of
prepaying principal payments in chronological order unless HDC shall have
otherwise directed.

Each series of HDC Bonds is separately secured from every other series of
such Bonds by a pledge of (i) amounts received in respect of principal and
premium, if any, of and interest on the related mortgage, (ii) the Series
Revenue Account and Series Redemption Account established for that particular
series by the HDC Bond Resolution and (iii) to the extent permitted by FHA, the
reserve for replacements

A-6
<PAGE>
account established for the related project. In order to further secure its
obligations with respect to a particular series of HDC Bonds, HDC assigned to
the HDC Trustee the related mortgages and other loan documents (title and
casualty insurance, FHA insurance and, to the extent permitted by law, any
Section 236 rent subsidy contract) and any condemnation or insurance proceeds.
HDC has the option of using any casualty insurance proceeds to repair or restore
the related project so that the use and value of such project shall not be
materially impaired. The amount remaining after such application, or the net
amount of such casualty insurance proceeds is not so applied, is to be used to
redeem all or a portion (depending on the amount available) of the related
series of HDC Bonds.

All amounts received by the HDC Trustee as scheduled payments of principal
of and interest on a related mortgage ('Pledged Receipts') are first credited to
the Related Project Escrow Account (such Account is not pledged to the payment
of any HDC Bonds) in the amount equal to 1/12 of the annual amounts due as
mortgage insurance premium, taxes and assessments, fire and other hazard
insurance premiums, and similar charges plus the amount of any deficiency in
such credit to the Related Project Escrow Account in any prior month. Monthly,
after credit of the required amount to the Related Project Escrow Account, any
balance of Pledged Receipts is credited to the related Series Revenue Account to
be applied first to monthly interest due on the particular series of HDC Bonds
and then to monthly principal due on such Bonds. Any balance of Pledged Receipts
is then paid to HDC free and clear of the pledge of the HDC Resolution, to be
used for any corporate purpose.

As of the date of receipt of any prepayment (including any prepayment
penalty or premium), any condemnation award net of fees and expenses, or any
amount received from the disposition of the related mortgage (other than amounts
received in respect of a default on the related mortgage), the HDC Trustee must
credit the same to the related Series Redemption Account. As of the date of
receipt of any net casualty insurance proceeds, the HDC Trustee is to create a
special fund and credit the same to such special fund to be used to repair or
restore the related project or redeem the related series of HDC Bonds.

As of the date of receipt of any FHA mortgage insurance benefits or other
amounts received in connection with a default on the related mortgage, the
related series of HDC Bonds becomes due and payable by operation of the HDC
Resolution and not by declaration of the HDC Trustee. The HDC Trustee is
required to apply such amount to the payment of principal of and interest on the
related series of HDC Bonds. Such payment fully discharges HDC's obligation on
such series of HDC Bonds even though such amount did not pay in full unpaid
principal of or interest on such series. The amount so applied is net of any
fees, expenses or amounts paid as principal of or interest on the related series
of HDC Bonds by HDC from amounts which it was entitled to retain or from a
source other than payment on the related mortgage.

SELLERS--The approximate percentage of the aggregate face amount of the
Portfolio that, as of the Evaluation Date, was supported by each Seller's
repurchase commitments is set forth under Investment Summary in Part A. The Fund
has been structured so that, notwithstanding interest rate fluctuations and any
consequent changes in the financial positions of Sellers, investors in the Units
are protected by the presence of the Collateral to ensure the performance of the
repurchase commitments. The Sponsors have provided the collateralization
provisions to afford to investors in the Units security which, in the opinion of
the Sponsors, is reasonably adequate to support the repurchase commitments
without regard to the ability of the Sellers to meet these commitments.

Each Seller has agreed to provide without charge to each person to whom
this prospectus is delivered, upon written request, a copy of its financial
statement most recently prepared for delivery to depositors in accordance with
the banking laws of the state in which the Seller is chartered or otherwise
organized and the regulations prescribed thereunder. Written requests should be
directed to the Trustee.

RETURN OF PRINCIPAL--The Bonds, for the most part, pay principal and
interest on a 'mortgage' basis. This type of payment generates level monthly
payments of combined interest and principal, which (after deduction of Fund
expenses) are paid to the Fund and distributed to investors, designed to reduce
the principal balance of such Bonds to zero at their stated maturities.
Accordingly, Investors should anticipate the regular distribution of principal
payments in increasing amounts on their Units while the amounts distributed
representing interest will decrease although the effective interest rate on each
Bond should remain constant. In addition, investors should recognize that they
are subject to having all or part of the principal amount of their investment
returned prior to the termination date of the Fund in any of the situations
outlined under Risk Factors--Repurchase Commitments above.

TAX EXEMPTION. The Internal Revenue Service has announced that it will be
expanding its examination program with respect to tax-exempt bonds. The expanded
examination program will consist of, among

A-7
<PAGE>
other measures, increased enforcement against abusive transactions, broader
audit coverage (including the expected issuance of audit guidelines) and
expanded compliance achieved by means of expected revisions to the tax-exempt
bond information return forms. At this time, it is uncertain whether the tax
exempt status of any of the Bonds would be affected by such proceedings, or
whether such effect, if any, would be retroactive.

TAXES. The following supplements the opinion under Taxes in Part B:

There are no regulations, published rulings or judicial decisions involving
the characterization for Federal income tax purposes of arrangements involving
the purchase of bonds with repurchase commitments that are substantially the
same as the Sellers' repurchase commitments with respect to the Bonds. However,
Davis Polk & Wardwell, special counsel for the Sponsors, is of the opinion that,
under existing law, the Fund (and consequently the Holders, as discussed in Part
B) will be treated as the owner of the Bonds for Federal income tax purposes
notwithstanding the existence of the Sellers' repurchase commitments. (Neither
the Fund nor the Sponsors have applied for a ruling from the Internal Revenue
Service regarding the ownership of the Bonds; the Internal Revenue Service has
announced in Rev. Proc. 83-55, as restated as part of Rev. Proc. 95-3, that it
will not ordinarily issue advance rulings or determination letters on the
question of who is the true owner of securities, or participation interests
therein, where the purchaser has the contractual right to cause the security, or
participation interests therein, to be purchased by either the seller or a third
party. Accordingly, there can be no assurance that the Internal Revenue Service
will agree with the conclusion expressed herein or that it will not take actions
which, if sustained, might result in the Fund, and hence the investors, not
being treated as the owner of the Bonds for Federal income tax purposes.)

A portion of an investor's tax cost for his pro rata portion of each Bond
is allocable to the Seller's Liquidity and Disposition Repurchase commitments
with respect thereto. However, on a disposition by an investor of all or a part
of his pro rata portion of a Bond in any of the manners discussed under Taxes in
Part B, the investor's entire tax cost for all or part, as the case may be, of
his pro rata portion of the Bond, including the portion allocable to the
Seller's Liquidity and Disposition Repurchase commitments, will be taken into
account in determining net gain or loss.

It should not be necessary to allocate a portion of the investors's tax
cost for his pro rata portion of each Bond to the Seller's Default Repurchase,
Tax Repurchase or Insolvency Repurchase commitments with respect to the Bond,
although this conclusion is not free from doubt. If such allocation were
required, the investor might be required to amortize such portion over the
remaining term of the Bond, and such amortization would not result in any
deduction against the investor's income. In that event, an investor may
recognize taxable gain when his pro rata portion of a Bond is disposed of for an
amount equal to or less than his original tax cost therefor. Investors are
advised to consult their own tax counsel on this matter.

If an investor's tax cost for his pro rata portion of a Bond (including the
portion thereof allocable to the Seller's repurchase commitments) plus the
amount of any original issue discount which will accrue thereon is less than the
amount received therefor, upon the sale of the Bond (pursuant to the Seller's
repurchase commitment or otherwise) or the redemption of the Bond while held by
the Fund, the investor will recognize taxable net gain. Under temporary Treasury
regulations implementing Section 1092 of the Code dealing with straddles, any
such capital gain or loss will be short-term capital gain or loss regardless of
the period of time the investor has held his Units. If the investor's tax cost
for his pro rata portion of a Bond (including the portion thereof allocable to
the Seller's repurchase commitments) exceeds the redemption price at maturity
thereof, the investor may be considered to have purchased his pro rata portion
of the Bond at a 'premium', which is required to be amortized as described under
Taxes in Part B.

In determining the amount of gain or loss on the disposition of all or a
part of an investor's pro rata portion of a Bond, the tax cost will include the
portion thereof allocable to the Seller's repurchase commitment, but will be
reduced by any amortization of such portion as discussed above.

Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and income received by the Fund will
be treated as the income of the Holders in the same manner as for Federal income
tax purposes. Accordingly, each investor will be considered to have received the
interest on his pro rata portion of each Bond when interest on the Bond is
received by the Fund. In the opinion of bond counsel delivered on the date of
issuance of the Bonds, (or, in the case of the Bonds in Portfolio Nos. 5 and 6,
in the opinion of Davis Polk & Wardwell as discussed below), such interest will
be exempt from New York State and City personal income taxes except where such
interest

A-8
<PAGE>
is subject to Federal income taxes. A non-corporate investor who is a New York
State (and City) resident will be subject to New York State (and City) personal
income taxes on any gain realized when he sells or redeems his Units or when
Bonds are sold, redeemed or paid at maturity. A non-corporate investor who is
not a New York State resident will not be subject to New York State or City
personal income taxes on any such gain unless such Units are attributable to a
business, trade, profession or occupation carried on in New York. A New York
State (and City) resident should determine his tax cost for his pro rata portion
of each Bond for New York State (and City) income tax purposes in the same
manner as for Federal income tax purposes. Interest income on, as well as any
gain recognized on the disposition of, an investor's pro rata portion of the
Bonds is not excludable from income in computing New York State and City
corporate franchise taxes. Rules similar to Federal income tax rules concerning
a 'substantial user' are applicable for New York State and City personal income
tax purposes.

At the time of issuance of each Bond, an opinion relating to the validity
of the Bond and to the exemption of interest thereon from Federal income taxes
and (except in the case of the Bonds contained in Portolio Nos. 5 and 6) New
York State and City personal income taxes was rendered by bond counsel. Neither
the Sponsors nor Davis Polk & Wardwell have made or will make any review of the
proceedings relating to the issuance of the Bonds or the basis for such
opinions. In the case of the Bonds contained in Portfolio Nos. 5 and 6, it is
the opinion of Davis Polk & Wardwell that assuming the accuracy of such bond
counsel opinions with respect to such Bonds, interest on such Bonds is not
subject to New York State or City personal income taxes.

EXCHANGE OPTION--Units are not eligible for the Exchange Option described
in Part B.

RETURN CALCULATIONS--

Estimated Current Return shows the estimated annual cash to be received
from interest-bearing Bonds in the Portfolio (net of estimated annual expenses)
divided by the Public Offering Price (including the maximum sales charge).
Estimated Long Term Return is a measure of the estimated return over the
estimated life of the Fund. This represents 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 maximum sales charge and estimated expenses.
The average yield for the Portfolio is derived by weighting each Bond's yield by
its market value and the time remaining to the call or maturity date, depending
on how the Bond is priced. Unlike Estimated Current Return, Estimated Long Term
Return takes into account maturities, discounts and premiums of the underlying
Bonds.

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

Following is a brief description of the factors which may effect the
financial condition of the State of New York.

NEW YORK RISK FACTORS

The State of New York and several of its public authorities and
municipalities including, in particular, New York City, continue to face
financial difficulties. For many years, the State accumulated deficits by
extraordinary borrowing, which have been paid off by the issuance of long-term
bonds under legislation limiting future borrowing for deficits. The State
projected a shortfall of approximately $300 million in the budget for the fiscal
year ended March 31, 1995. In June 1995 (two months after the beginning of the
fiscal year) it adopted a budget to close a projected gap of approximately $5
billion, of which nearly $1 billion represents non-recurring measures. Closing
the deficit for future years will be more difficult because of plans proposed by
the State's new Governor to reduce personal income taxes by 25% during his
four-year term and because of potential decreases in Federal aid. The State's
general obligation debt is rated A-by Standard & Poor's and A by Moody's; at
March 31, 1994, approximately $5.4 billion face amount was outstanding. 18 State
authorities had an aggregate of $63.5 billion of debt outstanding at September
30, 1993, of which approximately $24 billion was State supported.

New York City implemented nearly $3 billion of gap-closing measures for the
current fiscal year; and a $3.1 billion budget gap is projected for the fiscal
year beginning July 1, 1995. New York City bonds are rated BBB+ by Standard &
Poor's and Baa1 by Moody's. At September 30, 1994, approximately $21.7

A-9
<PAGE>
billion of New York City bonds (excluding City debt held by The Municipal
Assistance Corporation for the City of New York (MAC)) and approximately $4.1
billion of MAC bonds were outstanding. Other localities in the State had an
aggregate of approximately $15.7 billion of indebtedness outstanding in 1992.

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

Both the State and New York City suffer from long-term structural
imbalances between revenues and expenditures, which historically have been
narrowed through extensive use of non-recurring measures such as bond
refinancings, depletion of reserves, sales of assets, cost-cuts and layoffs.
Except for property taxes, changes in New York City revenue measures require
State approval. Based on the City's current debt and proposed issuances, the
City Comptroller has estimated that by fiscal 1998 debt service will consume
19.5% of New York City's tax revenue. The City is also particularly subject to
unanticipated increases in labor costs, resulting primarily from expiring union
contracts and overtime expense. Both the State and New York City also face
substantial replacement costs for infrastructure (such as roads, bridges and
other public facilities) which has suffered from reduced maintenance
expenditures during various economic declines.

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

A-10
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Defined Asset Funds - Municipal Investment Trust Fund,
New York Series - A:

We have audited the accompanying statement of condition of
Defined Asset Funds - Municipal Investment Trust Fund, New
York Series - A, including the portfolio, as of April
30, 1995 and the related statements of operations and of
changes in net assets for the years ended April 30, 1995,
1994 and 1993. These financial statements are the
responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. Securities owned at April 30,
1995, as shown in such portfolio, were confirmed to us by
The Chase Manhattan Bank (National Association), 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 Defined Asset Funds - Municipal
Investment Trust Fund, New York Series - A at April 30,
1995 and the results of its operations and changes in its
net assets for the above-stated years in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
June 27, 1995

D - 1.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

STATEMENT OF CONDITION
As of April 30, 1995

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 68,045,304 )(Note 1)........ $68,139,936
Securities called for redemption -
at value (cost $ 325,000 )(Note 6)........... 325,000
Accrued interest ............................... 607,575
Income payments receivable ..................... 973
Trustee fee and expense receivable ............. 4,720
Cash - income .................................. 185,277
Cash - principal ............................... 372,524
-----------
Total trust property ......................... 69,636,005

LESS LIABILITIES:
Accrued Sponsors' fees ......................... $ 8,751
Principal payments payable ..................... 973 9,724
----------- -----------

NET ASSETS, REPRESENTED BY:
154,572 units of fractional undivided
interest outstanding (Note 3)................ 68,836,487

Undistributed net investment income ............ 789,794 $69,626,281
----------- ===========

UNIT VALUE ($ 69,626,281 / 154,572 units )........ $ 450.45
===========

</TABLE>

See Notes to Financial Statements.

D - 2.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Years Ended April 30,
1995 1994 1993
---- ---- ----

<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 4,762,846 $ 5,179,945 $ 6,116,419
Trustee's fees and expenses ............ (15,374) (10,246) (15,593)
Sponsors' fees ......................... (5,985) (6,291) (7,134)
---------------------------------------------------
Net investment income .................. 4,741,487 5,163,408 6,093,692
---------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on
securities sold or redeemed .......... 94,500 235,890
Unrealized depreciation
of investments ....................... (48,631) (11,970) (553)
---------------------------------------------------
Net realized and unrealized
gain (loss) on investments ........... 45,869 (11,970) 235,337
---------------------------------------------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 4,787,356 $ 5,151,438 $ 6,329,029
===================================================

</TABLE>

See Notes to Financial Statements.

D - 3.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

Years Ended April 30,
1995 1994 1993
---- ---- ----

<S> <C> <C> <C>
OPERATIONS:
Net investment income .................. $ 4,741,487 $ 5,163,408 $ 6,093,692
Realized gain on
securities sold or redeemed .......... 94,500 235,890
Unrealized depreciation
of investments ....................... (48,631) (11,970) (553)
---------------------------------------------------
Net increase in net assets
resulting from operations ............ 4,787,356 5,151,438 6,329,029
---------------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
Income ................................ (4,937,030) (5,192,074) (6,331,269)
Principal .............................. (6,153,511) (5,374,468) (32,098,422)
---------------------------------------------------
Total distributions .................... (11,090,541) (10,566,542) (38,429,691)
---------------------------------------------------
NET DECREASE IN NET ASSETS ............... (6,303,185) (5,415,104) (32,100,662)

NET ASSETS AT BEGINNING OF YEAR .......... 75,929,466 81,344,570 113,445,232
---------------------------------------------------
NET ASSETS AT END OF YEAR ................ $69,626,281 $75,929,466 $81,344,570
===================================================
PER UNIT:
Income distributions during
year ................................. $ 31.94 $ 33.59 $ 40.96
===================================================
Principal distributions during
year ................................. $ 39.81 $ 34.77 $ 207.66
===================================================
Net asset value at end of
year ................................. $ 450.45 $ 491.22 $ 526.26
===================================================
TRUST UNITS:
Outstanding at end of year ............. 154,572 154,572 154,572
===================================================
</TABLE>

See Notes to Financial Statements.

D - 4.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities.
See "Redemption - Computation of Redemption Price Per Unit"
in this Prospectus, Part B.

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

2. DISTRIBUTIONS

A distribution of net investment income is made to Holders each month.
Receipts other than interest, after deductions for redemptions and
applicable expenses, are distributed as explained in "Administration of the
Fund - Accounts and Distributions" in this Prospectus, Part B.

3. NET CAPITAL

Cost of 154,572 units at Date of Deposit ................... $159,353,284
Less sales charge .......................................... 4,780,912
-----------
Net amount applicable to Holders ........................... 154,572,372
Realized gain on securities sold or redeemed ............... 872,009
Principal distributions .................................... (86,702,526)
Unrealized appreciation of investments ..................... 94,632
-----------
Net capital applicable to Holders .......................... $68,836,487
===========
4. INCOME TAXES

As of April 30, 1995, unrealized appreciation of investments (including
securities called for redemption), based on cost for Federal income tax
purposes, aggregated $94,632, all of which related to appreciated
securities. The cost of investment securities for Federal income tax
purposes was $68,370,304 at April 30, 1995.

5. SECURITIES CALLED FOR REDEMPTION

$ 30,000 face amount of New York City Housing Dev. Corp., Gen. Rev.
Bonds, Ser. G 1987 were redeemed on May 1, 1995, and $ 295,000 face amount
of New York Housing Dev. Corp., NY, Gen. Rev. Bonds, Ser. F 1987 were
redeemed on May 1, 1995. Such securities are valued at the amount of
proceeds subsequently received.

D - 5.

<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

Rating
Portfolio No. and Title of of Face Disposition Redemption
Securities Issues(1) Amount Coupon Dates(4) Provisions(3) Cost Value(2)
---------- --------- ----------- ----------- ------------ ------------ ---------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
1 New York City Hsg. Dev. Corp. NR $ 49,325 7.034 % 2016 11/15/98 $ 49,325 $ 49,369
Multi-Family Hsg. Ltd. Oblig. Bonds, @ 105.000
(Various Ser.)

2 New York City Hsg. Dev. Corp., NR 97,870 7.034 2016 11/15/98 97,870 97,956
Multi-Family Hsg. Ltd. Oblig. Bonds, @ 105.000
Stryokers Bay Apts.

3 New York City Hsg. Dev. Corp., NR 130,979 7.000 2016 None 130,979 131,093
General Hsg. Bonds, Ser. (G & F)
Scott Tower Project

4 New York City Hsg. Dev. Corp., NR 71,308 7.000 2017 07/15/97 71,308 71,370
Multi-Family Hsg. Ltd. Oblig. Bonds, @ 105.000
Tri-Faith House

5 New York City Hsg., NY, Multi-Family NR 90,936 7.000 2017 07/15/97 90,936 91,015
Ltd. Obligation Rev. Bonds, Washington @ 105.000
Square Southeast Project

6 New York City Hsg. Dev. Corp., NR 121,236 7.034 2017 None 121,236 121,343
Multi-Family Hsg. Ltd. Oblig. Bonds,
Woodstock Terrace Project

7 New York City Hsg. Dev. Corp., NR 160,568 6.500 2016 07/15/97 160,568 160,677
Multi-Family Hsg. Ltd. Oblig. Bonds, @ 105.000
Town House West Project

8 New York City Hsg. Dev. Corp., NR 841,144 6.500 2015 None 841,144 841,985
Multi-Family Hsg. Oblig. Bonds, Univ.
River View

9 New York City Hsg. Dev. Corp. NR 234,410 6.500 2015 None 234,410 234,644
Multi-Family Rev. Bonds, Westview
Apartments Proj.

10 New York City Hsg. Dev. Corp., NR 220,371 6.500 2016 None 220,371 220,591
Multi-Family Oblig. Bonds, Westwood
House Proj.

</TABLE>
D - 6.
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
11 New York City Hsg. Dev. Corp., NR $ 613,300 6.500 % 2016 11/15/98 $ 613,300 $ 613,913
Multi-Family Oblig. Bonds, Westside @ 105.000
Manor Proj.

12 New York City Hsg. Dev. Corp., NR 2,173,810 6.500 2011 11/15/98 2,173,810 2,202,070
Multi-Family Oblig. Bonds, West Village @ 105.000
Proj.

13 New York City Hsg. Dev. Corp., NR 294,391 7.034 2017 None 294,391 294,650
Multi-Family Oblig. Bonds, Atlantic
Plaza Towers

14 New York City Hsg., NY, Multi-Family NR 99,232 7.000 2016 None 99,232 99,319
Oblig. Bonds, Cadman Plaza North Proj.

15 New York City Hsg., NY, Multi-Family NR 60,891 7.000 2016 None 60,891 60,944
Oblig. Bonds Contello III Project

16 New York City Hsg., NY, Multi-Family NR 332,156 7.250 2017 07/15/97 332,156 332,475
Oblig. Bonds, Crown Gardens Proj. @ 105.000

17 New York City Hsg., NY, Multi-Family NR 689,020 7.000 2017 07/15/97 689,020 689,619
Oblig. Bonds, Esplanade Gardens Proj. @ 105.000

18 New York City Hsg., NY, Multi-Family NR 328,222 7.034 2017 None 328,222 328,511
Oblig. Bonds, Gouverneur Gardens Proj.

19 New York City Hsg., NY, Multi-Family NR 339,736 7.250 2016 11/15/98 339,736 340,062
Oblig. Bonds, Lincoln-Amsterdam Proj. @ 105.000

20 New York City Hsg., NY, Multi-Family NR 1,279,335 7.250 2016 11/15/98 1,279,335 1,280,563
Obligation Bonds, Riverside Park @ 105.000
Community Proj.

21 New York City Hsg. Dev. Corp., NY, NR 87,780 7.000 2016 None 87,780 87,856
Multi-Family R.N.A House

</TABLE>

D - 7.
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,

NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

Rating
Portfolio No. and Title of of Face Dispositon Redemption
Securities Issues(1) Amount Coupon Dates(4) Provisions(3) Cost Value(2)
---------- --------- ----------- ----------- ------------ ------------ ---------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
22 New York City Hsg. Dev. Corp. NR $ 249,775 6.500 % 2015 None $ 249,775 $ 249,945
Multi-Family Hsg. Ltd. Oblig. Bonds
Forest Park Crescent

23 New York City Hsg. Dev. Corp. NR 1,196,592 6.500 2015 07/15/97 1,196,592 1,197,405
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Glenn Gardens Project

24 New York City Hsg. Dev. Corp. NR 464,048 6.500 2016 11/15/98 464,048 464,364
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Goddard Towers Project

25 New York City Hsg. Dev. Corp. NR 783,076 6.500 2015 None 783,076 783,609
Multi-Family Hsg. Ltd. Oblig. Bonds
Heywood Towers Project

26 New York City Hsg. Dev. Corp. NR 1,677,065 6.500 2015 None 1,677,065 1,678,205
Multi-Family Hsg. Ltd. Oblig. Bonds
Hudsonview Terrace Project

27 New York City Hsg. Dev. Corp. NR 315,485 6.500 2016 11/15/98 315,485 315,699
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Jefferson Towers Project

28 New York City Hsg. Dev. Corp. NR 567,365 6.500 2015 None 567,365 567,750
Multi-Family Hsg. Ltd. Obligations
Janel Towers

29 New York City, Hsg. Dev. Corp., NR 290,144 6.500 2015 None 290,144 290,342
Multi-Family Ltd. Oblig. Kingsbridge
Apts.

30 New York City, Hsg. Dev. Corp. Ltd. NR 997,044 6.500 2016 None 997,044 997,723
Oblig. Keith Plaza Project

31 New York City, Hsg. Dev. Corp. NR 662,064 6.500 2016 None 662,064 662,514
Multi-Family Hsg. Oblig., Kelly Towers
Proj.

</TABLE>
D - 8.

<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
32 New York City, Hsg. Dev. Corp. Ltd. NR $ 917,641 6.500 % 2016 None $ 917,641 $ 918,265
Oblig. Leader House Proj.

33 New York City, Hsg. Dev. Corp. Hosp. NR 1,084,648 6.500 2015 None 1,084,648 1,085,388
Montefiore Hosp., Sect. II Proj.

34 New York City, Hsg. Dev. Corp. Studio NR 143,606 6.500 2016 07/15/97 143,606 143,703
Apts., Proj., Ltd. Oblig. Middagh @ 105.000
Street Studio Apts. Proj.

35 New York City, Hsg. Corp. Multi-Family NR 951,535 6.500 2016 None 951,535 952,182
Ltd. Oblig. New Amsterdam House Proj.

36 New York City Hsg. Dev. Corp. NR 510,304 6.500 2016 11/15/98 510,304 510,651
Multifamily Hsg. Ltd. Oblig. Bonds, @ 105.000
Noble Mansion Project

37 New York City Hsg. Dev. Corp. NR 426,918 6.500 2016 None 426,918 427,209
Multi-Family Hsg. Ltd. Oblig. Bonds,
Prospect Towers Project

38 New York City Hsg. Dev. Corp. NR 1,611,128 6.500 2016 11/15/98 1,611,128 1,612,223
Multi-Family Hsg. Ltd. Oblig. Bonds, @ 105.000
Riverbend Project

39 New York City Hsg. Dev. Corp. NR 335,252 6.500 2015 None 335,252 335,480
Multi-Family Hsg. Ltd. Oblig. Bonds,
Robert Fulton Terrace Project

40 New York City Hsg. Dev. Corp. NR 3,346,731 6.500 2016 11/15/98 3,346,731 3,349,007
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Ruppert House Project

</TABLE>
D -9.
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
41 New York City Hsg. Dev. Corp. NR $ 3,668,161 6.500 % 2016 None $ 3,668,161 $ 3,670,655
Multi-Family Hsg. Limited Oblig. Bonds,
Stevenson Commons Project

42 New York City Hsg. Dev. Corp. NR 1,936,623 6.500 2016 07/15/97 1,936,623 1,937,940
Multi-Family Hsg. Limited Oblig. Bonds @ 105.000
Seaview Towers Project

43 New York City Hsg. Dev. Corp. NR 558,380 6.500 2016 11/15/98 558,380 558,759
Multi-Family Hsg. Limited Oblig. Bonds, @ 105.000
St. Martin Towers Project

44 New York City Hsg. Dev. Corp. NR 762,123 6.500 2016 11/15/98 762,123 762,642
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Skyview Towers Project

45 New York City Hsg. Dev. Corp. NR 495,057 6.500 2016 11/15/98 495,057 495,394
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Trinity House Project

46 New York City Hsg. Dev. Corp. NR 1,182,313 6.500 2016 07/15/97 1,182,313 1,183,117
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Tivoli Towers Project

47 New York City Hsg. Dev. Corp. NR 1,248,277 6.500 2015 None 1,248,277 1,249,126
Multi-Family Hsg. Ltd. Oblig. Bonds
Albert Einstein Staff Housing Project

48 New York City Hsg. Multi-Family Hsg. NR 149,948 6.500 2016 11/15/98 149,948 150,050
Kingsbridge Arms Proj. @ 105.000

49 New York City Hsg. Multi-Family Bay NR 794,482 6.500 2015 None 794,482 795,022
Towers Project

50 New York City Hsg. Multi-Family NR 475,707 6.500 2016 None 475,707 476,030
Boulevard Towers Project

</TABLE>
D -10.
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
51 New York City Hsg. Multi-Family NR $ 287,853 6.500 % 2016 11/15/98 $ 287,853 $ 288,049
Brighton House Project @ 105.000

52 New York City Hsg. Multi-Family Beekman NR 173,598 6.500 2015 None 173,598 173,716
Staff Residence Project

53 New York City Hsg. Multi-Family Bethune NR 218,656 6.500 2016 None 218,656 218,805
Towers Project

54 New York City Hsg. Multi-Family Hsg. NR 981,216 6.500 2015 None 981,216 981,883
Boulevard Towers II Project

55 New York City Hsg. Multi-Family Hsg. NR 383,057 6.500 2016 None 383,057 383,318
Bruckner Towers Project

56 New York City Hsg. Multi-Family Hsg. NR 277,330 6.500 2015 None 277,330 277,519
Bridgeview III Proj.

57 New York City Hsg. Multi-Family NR 682,514 6.500 2016 11/15/98 682,514 682,978
Columbus House Project @ 105.000

58 New York City Hsg. Dev. Corp. NR 364,557 6.500 2015 None 364,557 364,805
Multi-Family Hsg. Ltd. Oblig. Bonds
Columbus Manor Project

59 New York City Hsg. Dev. Corp. NR 189,449 6.500 2016 11/15/98 189,449 189,578
Multi-Family Hsg. Ltd. Oblig. Bonds @ 105.000
Corlear Gardens Project

60 New York City Hsg. Multi-Family NR 286,033 6.500 2016 11/15/98 286,033 286,227
Columbus Park Project @ 105.000

61 New York City Hsg. Multi-Family Clinton NR 1,488,030 6.500 2015 None 1,488,030 1,489,042
Towers Project

62 New York City Hsg. Multi-Family Carol NR 480,766 6.500 2016 07/15/97 480,766 481,091
Gardens Project @ 105.000

</TABLE>
D -11.

<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
63 New York City Hsg. Multi-Family Hsg. NR $ 1,369,707 6.500 % 2016 11/15/98 $ 1,369,707 $ 1,370,639
Cadman Towers Project @ 105.000

64 New York City Hsg. Multi-Family Hsg. NR 201,712 6.500 2016 None 201,712 201,849
Candia House Project

65 New York City Hsg. Multi-Family Hsg. NR 673,667 6.500 2015 None 673,667 674,125
Cooper Gramercy Proj.

66 New York City Hsg., NY, Multi-Family NR 759,094 6.500 2015 None 759,094 759,611
Oblig. Bonds, Court Plaza Proj.

67 New York City Hsg., NY, Multi-Family NR 2,897,937 6.500 2016 11/15/98 2,897,937 2,899,908
Oblig. Bonds, Dayton Towers Proj. @ 105.000

68 New York City Hsg., NY, Multi-Family NR 223,243 6.500 2016 None 223,243 223,395
Oblig. Bonds, Delos Hsg. Towers Proj.

69 New York City Hsg., NY, Multi-Family NR 3,343,357 6.500 2016 11/15/98 3,343,357 3,345,631
Oblig. Bonds, East Midtown Plaza Proj. @ 105.000

70 New York City Hsg., NY, Multi-Family NR 257,399 6.500 2016 07/15/97 257,399 257,574
Oblig. Bonds, Essex Terrace Proj. @ 105.000

71 New York City Hsg., NY, Multi-Family NR 184,261 6.500 2015 None 184,261 184,386
Oblig. Bonds, Fordham Towers Proj.

72 New York State Hsg., NY, Fin. Agy. Rev. NR 3,535,000 7.500 2006 Currently 3,535,000 3,538,747
Bonds, Shore Hill

73 New York City Hsg. Dev. Corp., NY, NR 315,000 7.375 1996 Currently 315,000 315,413
Gen. Rev. Dev. Bonds, Ser. F 1987

74 New York City Hsg. Dev. Corp.,NY, Gen. NR 340,000 7.375 1997 Currently 340,000 340,445
Rev. Dev. Bonds, Ser. F 1987

75 New York City Hsg. Dev. Corp., NY, NR 365,000 7.375 1998 Currently 365,000 365,478
Gen. Rev. Dev. Bonds, Ser. F 1987

</TABLE>
D -12.

<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
76 New York City Hsg. Dev. Corp., NY, NR $ 390,000 7.375 % 1999 Currently $ 390,000 $ 390,511
Gen. Dev. Rev. Bonds, Ser. F 1987

77 New York City Hsg. Dev. Corp., NY, NR 420,000 7.375 2000 Currently 420,000 420,550
Gen. Rev. Dev. Bonds, Ser. F 1987

78 New York City Hsg. Dev. Corp., NY, NR 450,000 7.375 2001 Currently 450,000 450,590
Gen. Rev. Dev. Bonds, Ser. F 1987

79 New York City Hsg. Dev. Corp., NY, NR 485,000 7.375 2002 Currently 485,000 485,635
Gen. Rev. Dev. Bonds, Ser. F 1987

80 New York City Hsg. Dev. Corp., NY, NR 520,000 7.375 2003 Currently 520,000 520,681
Gen. Rev. Dev. Bonds, Ser. F 1987

81 New York City Hsg. Dev. Corp., NY, NR 555,000 7.375 2004 Currently 555,000 555,727
Gen. Rev. Dev. Bonds, Ser. F 1987

82 New York City Hsg. Dev. Corp., NY, NR 595,000 7.375 2005 Currently 595,000 595,779
Gen. Rev. Dev. Bonds, Ser. F 1987

83 New York City Hsg. Dev. Corp., NY, NR 640,000 7.375 2006 Currently 640,000 640,838
Gen. Rev. Dev. Bonds, Ser. F 1987

84 New York City Hsg. Dev. Corp., NY, NR 690,000 7.375 2007 Currently 690,000 690,904
Gen. Rev. Dev. Bonds, Ser. F 1987

85 New York City Hsg. Dev. Corp., NY, NR 740,000 7.375 2008 Currently 740,000 740,969
Gen. Rev. Dev. Bonds, Ser. F 1987

86 New York City Hsg. Dev. Corp., NY, NR 795,000 7.375 2009 Currently 795,000 796,041
Gen. Rev. Dev. Bonds, Ser. F 1987

87 New York City Hsg. Dev. Corp., NY, NR 35,000 7.375 1996 Currently 35,000 35,046
Gen. Rev. Bonds, Ser. G 1987

88 New York City Hsg. Dev. Corp., NY, NR 40,000 7.375 1997 Currently 40,000 40,052
Gen. Rev. Bonds, Ser. G 1987

</TABLE>
D -13.

<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

PORTFOLIO
As of April 30, 1995

<S> <C> <C> <C> <C> <C> <C> <C>
89 New York City Hsg. Dev. Corp., NY, NR $ 40,000 7.375 % 1998 Currently $ 40,000 $ 40,052
Gen. Rev. Bonds, Ser. G 1987

90 New York City Hsg. Dev. Corp., NY, NR 40,000 7.375 1999 Currently 40,000 40,052
Gen. Rev. Bonds, Ser. G 1987

91 New York City Hsg. Dev. Corp., NY, NR 45,000 7.375 2000 Currently 45,000 45,059
Gen. Rev. Bonds, Ser. G 1987

92 New York City Hsg. Dev. Corp., NY, NR 50,000 7.375 2001 Currently 50,000 50,066
Gen. Rev. Bonds, Ser. G 1987

93 New York City Hsg. Dev. Corp., NY, NR 55,000 7.375 2002 Currently 55,000 55,072

Gen. Rev. Bonds, Ser. G 1987

94 New York City Hsg. Dev. Corp., NY, NR 55,000 7.375 2003 Currently 55,000 55,072
Gen. Rev. Bonds, Ser. G 1987

95 New York City Hsg. Dev. Corp., NY, NR 60,000 7.375 2004 Currently 60,000 60,079
Gen. Hsg. Rev. Bonds, Ser. G 1987

96 New York City Hsg. Dev. Corp., NY, NR 65,000 7.375 2005 Currently 65,000 65,085
Gen. Hsg. Rev. Bonds, Ser. G 1987

97 New York City Hsg. Dev. Corp., NY, NR 70,000 7.375 2006 Currently 70,000 70,092
Gen. Hsg. Rev. Bonds, Ser. G 1987

98 New York City Hsg. Dev. Corp., NY, NR 75,000 7.375 2007 Currently 75,000 75,098
Gen. Hsg. Rev. Bonds, Ser. G 1987

99 New York City Hsg. Dev. Corp., NY, NR 80,000 7.375 2008 Currently 80,000 80,105
Gen. Hsg. Rev. Bonds, Ser. G 1987

100 New York City Hsg. Dev. Corp., NY, NR 85,000 7.375 2009 Currently 85,000 85,111
Gen. Hsg. Rev. Bonds, Ser. G 1987

101 Albany Eldy. Hsg., NY, Non-Profit NR 3,259,579 6.500 2017 Currently 3,259,579 3,261,795
Thurlow Terrace Proj.

102 New York City Hsg. Dev. Corp., Mtge. NR 1,314,777 7.250 2017 None 1,314,777 1,329,239
Rev. Bonds, Curtis Apts. Project

----------- ---------- ----------
TOTAL $ 68,045,304 $68,045,304 $68,139,936
=========== ========== ==========
See Notes to Portfolio.
D -14.
</TABLE>

<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
NEW YORK SERIES - A

NOTES TO PORTFOLIO
As of April 30, 1995
<TABLE>
<C> <S>
(1) A description of the rating symbols and their meanings appears under
"Description of Ratings" in this Prospectus, Part B. Ratings, which have been
provided by the Evaluator, are by Standard & Poor's (when available) or by
Moody's Investors Service (as indicated by "m") when Standard & Poor's
ratings are not available. "NR", if applicable, indicates that this security
is not currently rated by either rating service.

(2) See Notes to Financial Statements.

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

(4) Securities in the Portfolio have stated maturity dates ranging from 1995
to 2020. The sellers are obligated to purchase the securities at the
disposition dates indicated, which are earlier than the stated maturity dates.
The Trustee is required under the Indenture to sell each of the securities on
specific dates in the years indicated or on any date not more than seven days
prior to such date in the market if the price which can be obtained on any
such date is in excess of par or, in all other cases, to the seller at par under
the terms of the seller's repurchase commitment. See "Risk Factors - Repurchase
Commitments" in this Prospectus, Part B.
</TABLE>

D -15.

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

12345678
<PAGE>

BUSINESS REPLY MAIL NO POSTAGE
FIRST CLASS PERMIT NO. 644, NEW YORK, N.Y. NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
THE CHASE MANHATTAN BANK, N.A. (MITF) UNITED STATES
UNIT TRUST DEPARTMENT
BOX 2051
NEW YORK, N.Y. 10081

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

<PAGE>

DEFINED ASSET FUNDSSM
PROSPECTUS--PART B
DEFINED ASSET FUNDS MUNICIPAL SERIES
MUNICIPAL INVESTMENT TRUST FUND

THIS PART B OF THE PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED OR
PRECEDED BY PART A. FURTHER DETAIL REGARDING ANY OF THE INFORMATION
PROVIDED IN THE PROSPECTUS MAY BE OBTAINED WITHIN FIVE DAYS OF WRITTEN
OR TELEPHONIC REQUEST TO THE TRUSTEE, THE ADDRESS AND
TELEPHONE NUMBER OF WHICH ARE SET FORTH IN PART A OF THIS PROSPECTUS.

Index

PAGE
---------
Fund Description...................................... 1
Risk Factors.......................................... 2
How to Buy Units...................................... 7
How to Sell Units..................................... 9
Income, Distributions and Reinvestment................ 9
Fund Expenses......................................... 10
Taxes................................................. 11
Records and Reports................................... 12

PAGE
---------
Trust Indenture....................................... 12
Miscellaneous......................................... 13
Exchange Option....................................... 14
Supplemental Information.............................. 15
Appendix A--Description of Ratings.................... a-1
Appendix B--Sales Charge Schedules for Defined Asset
Funds Municipal Series................................ b-1
Appendix C--Sales Charge Schedules for Municipal
Investment Trust Fund................................. c-1

FUND DESCRIPTION

BOND PORTFOLIO SELECTION
Professional buyers and research analysts for Defined Asset Funds, with
access to extensive research, selected the Bonds for the Portfolio after
considering the Fund's investment objective as well as the quality of the Bonds
(all Bonds in the Portfolio are initially rated in the category A or better by
at least one nationally recognized rating organization or have comparable credit
characteristics), the yield and price of the Bonds compared to similar
securities, the maturities of the Bonds and the diversification of the
Portfolio. Only issues meeting these stringent criteria of the Defined Asset
Funds team of dedicated research analysts are included in the Portfolio. No
leverage or borrowing is used nor does the Portfolio contain other kinds of
securities to enhance yield. A summary of the Bonds in the Portfolio appears in
Part A of the Prospectus.
The deposit of the Bonds in the Fund on the initial date of deposit
established a proportionate relationship among the face amounts of the Bonds.
During the 90-day period following the initial date of deposit the Sponsors may
deposit additional Bonds in order to create new Units, maintaining to the extent
possible that original proportionate relationship. Deposits of additional Bonds
subsequent to the 90-day period must generally replicate exactly the
proportionate relationship among the face amounts of the Bonds at the end of the
initial 90-day period.
Yields on bonds depend on many factors including general conditions of the
bond markets, the size of a particular offering and the maturity and quality
rating of the particular issues. Yields can vary among bonds with similar
maturities, coupons and ratings. Ratings represent opinions of the rating
organizations as to the quality of the bonds rated, based on the credit of the
issuer or any guarantor, insurer or other credit provider, but these ratings are
only general standards of quality (see Appendix A).
After the initial date of deposit, the ratings of some Bonds may be reduced
or withdrawn, or the credit characteristics of the Bonds may no longer be
comparable to bonds rated A or better. Bonds rated BBB or Baa (the lowest
investment grade rating) or lower may have speculative characteristics, and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity to make principal and interest payments than is the case
with higher grade bonds. Bonds rated below investment grade or unrated bonds
with
1
<PAGE>
similar credit characteristics are often subject to
greater market fluctuations and risk of loss of principal and income than higher
grade bonds and their value may decline precipitously in response to rising
interest rates.
Because each Defined Asset Fund is a preselected portfolio of bonds, you
know the securities, maturities, call dates and ratings before you invest. Of
course, the Portfolio will change somewhat over time, as Bonds mature, are
redeemed or are sold to meet Unit redemptions or in other limited circumstances.
Because the Portfolio is not actively managed and principal is returned as the
Bonds are disposed of, this principal should be relatively unaffected by changes
in interest rates.

BOND PORTFOLIO SUPERVISION
The Fund follows a buy and hold investment strategy in contrast to the
frequent portfolio changes of a managed fund based on economic, financial and
market analyses. The Fund may retain an issuer's bonds despite adverse financial
developments. Experienced financial analysts regularly review the Portfolio and
a Bond may be sold in certain circumstances including the occurrence of a
default in payment or other default on the Bond, a decline in the projected
income pledged for debt service on a revenue bond, institution of certain legal
proceedings, if the Bond becomes taxable or is otherwise inconsistent with the
Fund's investment objectives, a decline in the price of the Bond or the
occurrence of other market or credit factors (including advance refunding) that,
in the opinion of Defined Asset Funds research analysts, makes retention of the
Bond detrimental to the interests of investors. The Trustee must generally
reject any offer by an issuer of a Bond to exchange another security pursuant to
a refunding or refinancing plan.
The Sponsors and the Trustee are not liable for any default or defect in a
Bond. If a contract to purchase any Bond fails, the Sponsors may generally
deposit a replacement bond so long as it is a tax-exempt bond, has a fixed
maturity or disposition date substantially similar to the failed Bond and is
rated A or better by at least one nationally recognized rating organization or
has comparable credit characteristics. A replacement bond must be deposited
within 110 days after deposit of the failed contract, at a cost that does not
exceed the funds reserved for purchasing the failed Bond and at a yield to
maturity and current return substantially equivalent (considering then current
market conditions and relative creditworthiness) to those of the failed Bond, as
of the date the failed contract was deposited.

RISK FACTORS
An investment in the Fund entails certain risks, including the risk that
the value of your investment will decline with increases in interest rates.
Generally speaking, bonds with longer maturities will fluctuate in value more
than bonds with shorter maturities. In recent years there have been wide
fluctuations in interest rates and in the value of fixed-rate bonds generally.
The Sponsors cannot predict the direction or scope of any future fluctuations.
Certain of the Bonds may have been deposited at a market discount or
premium principally because their interest rates are lower or higher than
prevailing rates on comparable debt securities. The current returns of market
discount bonds are lower than comparably rated bonds selling at par because
discount bonds tend to increase in market value as they approach maturity. The
current returns of market premium bonds are higher than comparably rated bonds
selling at par because premium bonds tend to decrease in market value as they
approach maturity. Because part of the purchase price is returned through
current income payments and not at maturity, an early redemption at par of a
premium bond will result in a reduction in yield to the Fund. Market premium or
discount attributable to interest rate changes does not indicate market
confidence or lack of confidence in the issue.
Certain Bonds deposited into the Fund may have been acquired on a
when-issued or delayed delivery basis. The purchase price for these Bonds is
determined prior to their delivery to the Fund and a gain or loss may result
from fluctuations in the value of the Bonds. Additionally, in any Defined Asset
Funds Municipal Series, if the value of the Bonds reserved for payment of the
periodic deferred sales charge, together with the interest thereon, were to
become insufficient to pay these charges, additional bonds would be required to
be sold.
The Fund may be concentrated in one or more of types of bonds.
Concentration in a State may involve additional risk because of the decreased
diversification of economic, political, financial and market risks. Set forth
below is a brief description of certain risks associated with bonds which may be
held by the Fund. Additional information is contained in the Information
Supplement which is available from the Trustee at no charge to the investor.
2
<PAGE>
GENERAL OBLIGATION BONDS

Certain of the Bonds may be general obligations of a governmental entity.
General obligation bonds are backed by the issuer's pledge of its full faith,
credit and taxing power for the payment of principal and interest. However, the
taxing power of any governmental entity may be limited by provisions of state
constitutions or laws and its credit will depend on many factors, including an
erosion of the tax base resulting from population declines, natural disasters,
declines in the state's industrial base or an inability to attract new
industries, economic limits on the ability to tax without eroding the tax base
and the extent to which the entity relies on federal or state aid, access to
capital markets or other factors beyond the entity's control. In addition,
political restrictions on the ability to tax and budgetary constraints affecting
state governmental aid may have an adverse impact on the creditworthiness of
cities, counties, school districts and other local governmental units.
As a result of the recent recession's adverse impact upon both revenues and
expenditures, as well as other factors, many state and local governments have
confronted deficits which were the most severe in recent years. Many issuers are
facing highly difficult choices about significant tax increases and spending
reductions in order to restore budgetary balance. The failure to implement these
actions on a timely basis could force these issuers to issue additional debt to
finance deficits or cash flow needs and could lead to a reduction of their bond
ratings and the value of their outstanding bonds.

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

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

MUNICIPAL REVENUE BONDS
Municipal revenue bonds are tax-exempt securities issued by states,
municipalities, public authorities or similar entities to finance the cost of
acquiring, constructing or improving various projects. Municipal revenue bonds
are not general obligations of governmental entities backed by their taxing
power and payment is generally solely dependent upon the creditworthiness of the
public issuer or the financed project or state appropriations. Examples of
municipal revenue bonds are:
Municipal utility bonds, including electrical, water and sewer revenue
bonds, whose payments are dependent on various factors, including the rates
the utilities may charge, the demand for their services and their operating
costs, including expenses to comply with environmental legislation and
other energy and licensing laws and regulations. Utilities are particularly
sensitive to, among other things, the effects of inflation on operating and
construction costs, the unpredictability of future usage requirements, the
costs and availability of fuel and, with certain electric utilities, the
risks associated with the nuclear industry;
Lease rental bonds which are generally issued by governmental financing
authorities with no direct taxing power for the purchase of equipment or
construction of buildings that will be used by a state or local government.
Lease rental bonds are generally subject to an annual risk that the lessee
government might not appropriate funds for the leasing rental payments to
service the bonds and may also be subject to the risk that rental
obligations may terminate in the event of damage to or destruction or
condemnation of the equipment or building;
Multi-family housing revenue bonds and single family mortgage revenue
bonds which are issued to provide financing for various housing projects
and which are payable primarily from the revenues derived from mortgage
loans to housing projects for low to moderate income families or notes
secured by mortgages on residences; repayment of this type of bonds is
therefore dependent upon, among other things, occupancy
3
<PAGE>
levels, rental income, the rate of default on underlying mortgage loans,
the ability of mortgage insurers to pay claims, the continued availability
of federal, state or local housing subsidy programs, economic conditions in
local markets, construction costs, taxes, utility costs and other operating
expenses and the managerial ability of project managers. Housing bonds are
generally prepayable at any time and therefore their average life will
ordinarily be less than their stated maturities;
Hospital and health care facility bonds whose payments are dependent
upon revenues of hospitals and other health care facilities. These revenues
come from private third-party payors and government programs, including the
Medicare and Medicaid programs, which have generally undertaken cost
containment measures to limit payments to health care facilities. Hospitals
and health care facilities are subject to various legal claims by patients
and others and are adversely affected by increasing costs of insurance;
Airport, port, highway and transit authority revenue bonds which are
dependent for payment on revenues from the financed projects, including
user fees from ports and airports, tolls on turnpikes and bridges, rents
from buildings, transit fare revenues and additional financial resources
including federal and state subsidies, lease rentals paid by state or local
governments or a pledge of a special tax such as a sales tax or a property
tax. In the case of the air travel industry, airport income is largely
affected by the airlines' ability to meet their obligations under use
agreements which in turn is affected by increased competition among
airlines, excess capacity and increased fuel costs, among other factors.
Solid waste disposal bonds which are generally payable from dumping and
user fees and from revenues that may be earned by the facility on the sale
of electrical energy generated in the combustion of waste products and
which are therefore dependent upon the ability of municipalities to fully
utilize the facilities, sufficient supply of waste for disposal, economic
or population growth, the level of construction and maintenance costs, the
existence of lower-cost alternative modes of waste processing and
increasing environmental regulation. A recent decision of the U.S. Supreme
Court limiting a municipality's ability to require use of its facilities
may have an adverse affect on the credit quality of various issues of these
bonds;
Special tax bonds which are not secured by general tax revenues but are
only payable from and secured by the revenues derived by a municipality
from a particular tax--for example, a tax on the rental of a hotel room, on
the purchase of food and beverages, on the rental of automobiles or on the
consumption of liquor and may therefore be adversely affected by a
reduction in revenues resulting from a decline in the local economy or
population or a decline in the consumption, use or cost of the goods and
services that are subject to taxation;
Student loan revenue bonds which are typically secured by pledges of new
or existing student loans. The loans, in turn, are generally either
guaranteed by eligible guarantors and reinsured by the Secretary of the
U.S. Department of Education, directly insured by the federal government,
or financed as part of supplemental or alternative loan programs within a
state (e.g., loan repayments are not guaranteed). These bonds often permit
the issuer to enter into interest rate swap agreements with eligible
counterparties in which event the bonds are subject to the additional risk
of the counterparty's ability to fulfill its swap obligation;
University and college bonds, the payments on which are dependent upon
various factors, including the size and diversity of their sources of
revenues, enrollment, reputation, the availability of endowments and other
funds and, in the case of public institutions, the financial condition of
the relevant state or other governmental entity and its policies with
respect to education; and
Tax increment and tax allocation bonds, which are secured by ad valorem
taxes imposed on the incremental increase of taxable assessed valuation of
property within a jurisdiction above an established base of assessed value.
The issuers of these bonds do not have general taxing authority and the tax
assessments on which the taxes used to service the bonds are based may be
subject to devaluation due to market price declines or governmental action.

Puerto Rico. Certain Bonds may be affected by general economic conditions
in the Commonwealth of Puerto Rico. Puerto Rico's economy is largely dependent
for its development on federal programs and current federal budgetary policies
suggest that an expansion of its programs is unlikely. Reductions in federal tax
benefits or incentives or curtailment of spending programs could adversely
affect the Puerto Rican economy.
Industrial Development Revenue Bonds. Industrial development revenue bonds
are municipal obligations issued to finance various privately operated projects
including pollution control and manufacturing facilities. Payment is generally
solely dependent upon the creditworthiness of the corporate operator of the
project and, in
4
<PAGE>
certain cases, an affiliated or third party guarantor and may be affected by
economic factors relating to the particular industry as well as varying degrees
of governmental regulation. In many cases industrial revenue bonds do not have
the benefit of covenants which would prevent the corporations from engaging in
capital restructurings or borrowing transactions which could reduce their
ability to meet their obligations and result in a reduction in the value of the
Portfolio.

BONDS BACKED BY LETTERS OF CREDIT OR INSURANCE
Certain Bonds may be secured by letters of credit issued by commercial
banks or savings banks, savings and loan associations and similar thrift
institutions or are direct obligations of banks or thrifts. The letter of credit
may be drawn upon, and the Bonds redeemed, if an issuer fails to pay amounts due
on the Bonds or, in certain cases, if the interest on the Bond becomes taxable.
Letters of credit are irrevocable obligations of the issuing institutions. The
profitability of a financial institution is largely dependent upon the credit
quality of its loan portfolio which, in turn, is affected by the institution's
underwriting criteria, concentrations within the portfolio and specific industry
and general economic conditions. The operating performance of financial
institutions is also impacted by changes in interest rates, the availability and
cost of funds, the intensity of competition and the degree of governmental
regulation.
Certain Bonds may be insured or guaranteed by insurance companies listed
below. The claims-paying ability of each of these companies, unless otherwise
indicated, was rated AAA by Standard & Poor's or another nationally recognized
rating organization at the time the insured Bonds were purchased by the Fund.
The ratings are subject to change at any time at the discretion of the rating
agencies. In the event that the rating of an Insured Fund is reduced, the
Sponsors are authorized to direct the Trustee to obtain other insurance on
behalf of the Fund. The insurance policies guarantee the timely payment of
principal and interest on the Bonds but do not guarantee their market value or
the value of the Units. The insurance policies generally do not provide for
accelerated payments of principal or cover redemptions resulting from events of
taxability.
The following summary information relating to the listed insurance
companies has been obtained from publicly available information:
<TABLE><CAPTION>
FINANCIAL INFORMATION
AS OF SEPTEMBER 30, 1994
(IN MILLIONS OF DOLLARS)
--------------------------------------
POLICYHOLDERS'
NAME DATE ESTABLISHED ADMITTED ASSETS SURPLUS
- ---------------------------------------------------- ----------------- --------------- ---------------------
<S> <C> <C> <C>
AMBAC Indemnity Corporation......................... 1970 $ 2,150 $ 779
Asset Guaranty Insurance Co. (AA by S&P) 1988 152 73
Capital Guaranty Insurance Company.................. 1986 293 166
Capital Markets Assurance Corp...................... 1987 198 139
Connie Lee Insurance Company........................ 1987 193 106
Continental Casualty Company........................ 1948 19,220 3,309
Financial Guaranty Insurance Company................ 1984 2,092 872
Financial Security Assurance Inc.................... 1984 776 369
Firemen's Insurance Company of Newark, NJ........... 1855 2,236 383
Industrial Indemnity Co. (HIBI)..................... 1920 1,853 299
Municipal Bond Investors Assurance Corporation...... 1986 3,314 1,083

Insurance companies are subject to extensive regulation and supervision
where they do business by state insurance commissioners who regulate the
standards of solvency which must be maintained, the nature of and limitations on
investments, reports of financial condition, and requirements regarding reserves
for unearned premiums, losses and other matters. A significant portion of the
assets of insurance companies are required by law to be held in reserve against
potential claims on policies and is not available to general creditors. Although
the federal government does not regulate the business of insurance, federal
initiatives including pension regulation, controls on medical care costs,
minimum standards for no-fault automobile insurance, national health insurance,
tax law changes affecting life insurance companies and repeal of the antitrust
exemption for the insurance business can significantly impact the insurance
business.
5
<PAGE>
STATE RISK FACTORS
Investment in a single State Trust, as opposed to a Fund which invests in
the obligations of several states, may involve some additional risk due to the
decreased diversification of economic, political, financial and market risks. A
brief description of the factors which may affect the financial condition of the
applicable State for any State Trust, together with a summary of tax
considerations relating to that State, appear in Part A (or for certain State
Trusts, Part C), of the Prospectus; further information is contained in the
Information Supplement.

LITIGATION AND LEGISLATION
The Sponsors do not know of any pending litigation as of the initial date
of deposit which might reasonably be expected to have a material adverse effect
upon the Fund. At any time after the initial date of deposit, litigation may be
initiated on a variety of grounds, or legislation may be enacted, affecting the
Bonds in the Fund. Litigation, for example, challenging the issuance of
pollution control revenue bonds under environmental protection statutes may
affect the validity of certain Bonds or the tax-free nature of their interest.
While the outcome of litigation of this nature can never be entirely predicted,
opinions of bond counsel are delivered on the date of issuance of each Bond to
the effect that it has been validly issued and that the interest thereon is
exempt from federal income tax. Also, certain proposals, in the form of state
legislative proposals or voter initiatives, seeking to limit real property taxes
have been introduced in various states, and an amendment to the constitution of
the State of California, providing for strict limitations on real property
taxes, has had a significant impact on the taxing powers of local governments
and on the financial condition of school districts and local governments in
California. In addition, other factors may arise from time to time which
potentially may impair the ability of issuers to make payments due on the Bonds.
Under the Federal Bankruptcy Code, for example, municipal bond issuers, as well
as any underlying corporate obligors or guarantors, may proceed to restructure
or otherwise alter the terms of their obligations.
From time to time Congress considers proposals to prospectively and
retroactively tax the interest on state and local obligations, such as the
Bonds. The Supreme Court clarified in South Carolina v. Baker (decided on April
20, 1988) that the U.S. Constitution does not prohibit Congress from passing a
nondiscriminatory tax on interest on state and local obligations. This type of
legislation, if enacted into law, could require investors to pay income tax on
interest from the Bonds and could adversely affect an investment in Units. See
Taxes.

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

FUND TERMINATION
The Fund will be terminated no later than the mandatory termination date
specified in Part A of the Prospectus. It will terminate earlier upon the
disposition of the last Bond or upon the consent of investors holding 51% of the
Units. The Fund may also be terminated earlier by the Sponsors once the total
assets of the Fund have fallen below the minimum value specified in Part A of
the Prospectus. A decision by the Sponsors to terminate the Fund early will be
based on factors similar to those considered by the Sponsors in determining
whether to continue the sale of Units in the secondary market.
Notice of impending termination will be provided to investors and
thereafter units will no longer be redeemable. On or shortly before termination,
the Fund will seek to dispose of any Bonds remaining in the
6
<PAGE>
Portfolio although any Bond unable to be sold at a reasonable price may continue
to be held by the Trustee in a liquidating trust pending its final disposition.
A proportional share of the expenses associated with termination, including
brokerage costs in disposing of Bonds, will be borne by investors remaining at
that time. This may have the effect of reducing the amount of proceeds those
investors are to receive in any final distribution.

LIQUIDITY
Up to 40% of the value of the Portfolio may be attributable to guarantees
or similar security provided by corporate entities. These guarantees or other
security may constitute restricted securities that cannot be sold publicly by
the Trustee without registration under the Securities Act of 1933, as amended.
The Sponsors nevertheless believe that, should a sale of the Bonds guaranteed or
secured be necessary in order to meet redemption of Units, the Trustee should be
able to consummate a sale with institutional investors.
The principal trading market for the Bonds will generally be in the
over-the-counter market and the existence of a liquid trading market for the
Bonds may depend on whether dealers will make a market in them. There can be no
assurance that a liquid trading market will exist for any of the Bonds,
especially since the Fund may be restricted under the Investment Company Act of
1940 from selling Bonds to any Sponsor. The value of the Portfolio will be
adversely affected if trading markets for the Bonds are limited or absent.

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

PUBLIC OFFERING PRICE--DEFINED ASSET FUNDS MUNICIPAL SERIES
To allow Units to be priced at $1,000, the Units outstanding as of the
Evaluation Time on the Initial Date of Deposit (all of which are held by the
Sponsors) will be split (or split in reverse).
During the initial offering period for at least the first three months of
the Fund, the Public Offering Price (and the Initial Repurchase Price) is based
on the higher, offer side evaluation of the Bonds at the next Evaluation Time
after the order is received. In the secondary market (after the initial offering
period), the Public Offering Price (and the Sponsors' Repurchase Price and the
Redemption Price) is based on the lower, bid side evaluation of the Bonds.
Investors will be subject to differing types and amounts of sales charge
depending upon the timing of their purchases and redemptions of Units. A
periodic deferred sales charge will be payable quarterly through about the fifth
anniversary of the Fund from a portion of the interest on and principal of Bonds
reserved for that purpose. Commencing on the first anniversary of the Fund, the
Public Offering Price will also include an up-front sales charge applied to the
value of the Bonds in the Portfolio. Lastly, investors redeeming their Units
prior to the fourth anniversary of the Fund will be charged a contingent
deferred sales charge payable out of the redemption proceeds of their Units.
These charges may be less than you would pay to buy and hold a comparable
managed fund. A complete schedule of sales charges appears in Appendix B. The
Sponsors have received an opinion of their counsel that the deferred sales
charge described in this Prospectus is consistent with an exemptive order
received from the SEC.
Because accrued interest on the Bonds is not received by the Fund at a
constant rate throughout the year, any Monthly Income Distribution may be more
or less than the interest actually received by the Fund. To eliminate
fluctuations in the Monthly Income Distribution, a portion of the Public
Offering Price consists of an advance to the Trustee of an amount necessary to
provide approximately equal distributions. Upon the sale or redemption of Units,
investors will receive their proportionate share of the Trustee advance. In
addition, if a Bond is sold, redeemed or otherwise disposed of, the Fund will
periodically distribute the portion of the Trustee advance that is attributable
to the Bond to investors.
The regular Monthly Income Distribution is stated in Part A of the
Prospectus and will change as the composition of the Portfolio changes over
time.

PUBLIC OFFERING PRICE--MUNICIPAL INVESTMENT TRUST FUND
In the initial offering period, the Public Offering Price is based on the
next offer side evaluation of the Bonds, and includes a sales charge based on
the number of Units of a single Fund or Trust purchased on the same or any
7
<PAGE>
preceding day by a single purchaser. See Initial Offering sales charge schedule
in Appendix C. The purchaser or his dealer must notify the Sponsors at the time
of purchase of any previous purchase to be aggregated and supply sufficient
information to permit confirmation of eligibility; acceptance of the purchase
order is subject to confirmation. Purchases of Fund Units may not be aggregated
with purchases of any other unit trust. This procedure may be amended or
terminated at any time without notice.
In the secondary market (after the initial offering period), the Public
Offering Price is based on the bid side evaluation of the Bonds, and includes a
sales charge based (a) on the number of Units of the Fund and any other Series
of Municipal Investment Trust Fund purchased in the secondary market on the same
day by a single purchaser (see Secondary Market sales charge schedule in
Appendix C) and (b) the maturities of the underlying Bonds (see Effective Sales
Charge Schedule in Appendix C). To qualify for a reduced sales charge, the
dealer must confirm that the sale is to a single purchaser or is purchased for
its own account and not for distribution. For these purposes, Units held in the
name of the purchaser's spouse or child under 21 years of age are deemed to be
purchased by a single purchaser. A trustee or other fiduciary purchasing
securities for a single trust estate or single fiduciary account is also
considered a single purchaser.
In the secondary market, the Public Offering Price is further reduced
depending on the maturities of the various Bonds in the Portfolio, by
determining a sales charge percentage for each Bond, as stated in Effective
Sales Charge in Appendix C. The sales charges so determined, multiplied by the
bid side evaluation of the Bonds, are aggregated and the total divided by the
number of Units outstanding to determine the Effective Sales Charge. On any
purchase, the Effective Sales Charge is multiplied by the applicable secondary
market sales charge percentage (depending on the number of Units purchased) in
order to determine the sales charge component of the Public Offering Price.
* * *
Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at any time at prices
including a sales charge of not less than $5 per Unit.
Net accrued interest is added to the Public Offering Price, the Sponsors'
Repurchase Price and the Redemption Price per Unit. This represents the interest
accrued on the Bonds, net of Fund expenses, from the initial date of deposit to,
but not including, the settlement date for Units (less any prior distributions
of interest income to investors). Bonds deposited also carry accrued but unpaid
interest up to the initial date of deposit. To avoid having investors pay this
additional accrued interest (which earns no return) when they purchase Units,
the Trustee advances and distributes this amount to the Sponsors; it recovers
this advance from interest received on the Bonds. Because of varying interest
payment dates on the Bonds, accrued interest at any time will exceed the
interest actually received by the Fund.

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

CERTIFICATES
Certificates for Units are issued upon request and may be transferred by
paying any taxes or governmental charges and by complying with the requirements
for redeeming Certificates (see How To Sell Units--Trustee's Redemption of
Units). Certain Sponsors collect additional charges for registering and shipping
Certificates to purchasers. Lost or mutilated Certificates can be replaced upon
delivery of satisfactory indemnity and payment of costs.
8
<PAGE>
HOW TO SELL UNITS

SPONSORS' MARKET FOR UNITS
You can sell your Units at any time without a fee. The Sponsors (although
not obligated to do so) will normally buy any Units offered for sale at the
repurchase price next computed after receipt of the order. The Sponsors have
maintained secondary markets in Defined Asset Funds for over 20 years. Primarily
because of the sales charge and fluctuations in the market value of the Bonds,
the sale price may be less than the cost of your Units. You should consult your
financial professional for current market prices to determine if other broker-
dealers or banks are offering higher prices for Units.
The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons; in that event, the
Sponsors may still purchase Units at the redemption price as a service to
investors. The Sponsors may reoffer or redeem Units repurchased.

TRUSTEE'S REDEMPTION OF UNITS
You may redeem your Units by sending the Trustee a redemption request
together with any certificates you hold. Certificates must be properly endorsed
or accompanied by a written transfer instrument with signatures guaranteed by an
eligible institution. In certain instances, additional documents may be required
such as a certificate of death, trust instrument, certificate of corporate
authority or appointment as executor, administrator or guardian. If the Sponsors
are maintaining a market for Units, they will purchase any Units tendered at the
repurchase price described above. While Defined Asset Funds Municipal Series
have a declining deferred sales charge payable on redemption (see Appendix B),
Municipal Investment Trust Fund has no back-end load or 12b-1 fees, so there is
never a fee for cashing in your investment (see Appendix C). If they do not
purchase Units tendered, the Trustee is authorized in its discretion to sell
Units in the over-the-counter market if it believes it will obtain a higher net
price for the redeeming investor.
By the seventh calendar day after tender you will be mailed an amount equal
to the Redemption Price per Unit. Because of market movements or changes in the
Portfolio, this price may be more or less than the cost of your Units. The
Redemption Price per Unit is computed each Business Day by adding the value of
the Bonds, net accrued interest, cash and the value of any other Fund assets;
deducting unpaid taxes or other governmental charges, accrued but unpaid Fund
expenses, unreimbursed Trustee advances, cash held to redeem Units or for
distribution to investors and the value of any other Fund liabilities; and
dividing the result by the number of outstanding Units.
For Defined Asset Funds Municipal Series, Bonds are evaluated on the offer
side during the initial offering period and for at least the first three months
of the Fund (even in the secondary market) and on the bid side thereafter. For
Municipal Investment Trust Fund, Bonds are evaluated on the offer side during
the initial offering period and on the bid side thereafter.
If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee may sell Bonds selected by the Agent for the Sponsors
based on market and credit factors determined to be in the best interest of the
Fund. These sales are often made at times when the Bonds would not otherwise be
sold and may result in lower prices than might be realized otherwise and will
also reduce the size and diversity of the Fund.
Redemptions may be suspended or payment postponed if the New York Stock
Exchange is closed other than for customary weekend and holiday closings, if the
SEC determines that trading on that Exchange is restricted or that an emergency
exists making disposal or evaluation of the Bonds not reasonably practicable, or
for any other period permitted by the SEC.

INCOME, DISTRIBUTIONS AND REINVESTMENT

INCOME
Some of the Bonds may have been purchased on a when-issued basis or may
have a delayed delivery. Since interest on these Bonds does not begin to accrue
until the date of their delivery to the Fund, the Trustee's annual fee and
expenses may be reduced to provide tax-exempt income to investors for this
non-accrual period. If a when-issued Bond is not delivered until later than
expected and the amount of the Trustee's annual fee and expenses is insufficient
to cover the additional accrued interest, the Sponsors will treat the contracts
as failed Bonds. The Trustee is compensated for its fee reduction by drawing on
the letter of credit deposited by the
9
<PAGE>
Sponsors before the settlement date for these Bonds and depositing the proceeds
in a non-interest bearing account for the Fund.
Interest received is credited to an Income Account and other receipts to a
Capital Account. A Reserve Account may be created by withdrawing from the Income
and Capital Accounts amounts considered appropriate by the Trustee to reserve
for any material amount that may be payable out of the Fund.

DISTRIBUTIONS
Each Unit receives an equal share of monthly distributions of interest
income net of estimated expenses. Interest on the Bonds is generally received by
the Fund on a semi-annual or annual basis. Because interest on the Bonds is not
received at a constant rate throughout the year, any Monthly Income Distribution
may be more or less than the interest actually received. To eliminate
fluctuations in the Monthly Income Distribution, the Trustee will advance
amounts necessary to provide approximately equal interest distributions; it will
be reimbursed, without interest, from interest received on the Bonds, but the
Trustee is compensated, in part, by holding the Fund's cash balances in
non-interest bearing accounts. Along with the Monthly Income Distributions, the
Trustee will distribute the investor's pro rata share of principal received from
any disposition of a Bond to the extent available for distribution. In addition,
for Defined Asset Funds Municipal Series, distributions of amounts necessary to
pay the deferred portion of the sales charge will be made from the Capital and
Income Accounts to an account maintained by the Trustee for purposes of
satisfying investors' sales charge obligations.
The initial estimated annual income per Unit, after deducting estimated
annual Fund expenses (and, for Defined Asset Funds Municipal Series, the portion
of the deferred sales charge payable from interest income) as stated in Part A
of the Prospectus, will change as Bonds mature, are called or sold or otherwise
disposed of, as replacement bonds are deposited and as Fund expenses change.
Because the Portfolio is not actively managed, income distributions will
generally not be affected by changes in interest rates. Depending on the
financial conditions of the issuers of the Bonds, the amount of income should be
substantially maintained as long as the Portfolio remains unchanged; however,
optional bond redemptions or other Portfolio changes may occur more frequently
when interest rates decline, which would result in early returns of principal
and possibly earlier termination of the Fund.

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

FUND EXPENSES
Estimated annual Fund expenses are listed in Part A of the Prospectus; if
actual expenses exceed the estimate, the excess will be borne by the Fund. The
Trustee's annual fee is payable in monthly installments. The Trustee also
benefits when it holds cash for the Fund in non-interest bearing accounts.
Possible additional charges include Trustee fees and expenses for extraordinary
services, costs of indemnifying the Trustee and the Sponsors, costs of action
taken to protect the Fund and other legal fees and expenses, Fund termination
expenses and any governmental charges. The Trustee has a lien on Fund assets to
secure reimbursement of these amounts and may sell Bonds for this purpose if
cash is not available. The Sponsors receive an annual fee of a maximum of $0.35
per $1,000 face amount to reimburse them for the cost of providing Portfolio
supervisory services to the Fund. While the fee may exceed their costs of
providing these services to the Fund, the total supervision fees from all
Defined Asset Funds Municipal Series will not exceed their costs for these
services to all of those Series during any calendar year; and the total
supervision fees from all Series of Municipal Investment Trust Fund will not
exceed their costs for these services to all of those Series during any calendar
year. The Sponsors may also be reimbursed for their costs of providing
bookkeeping and administrative services to the Fund, currently estimated at
$0.10 per Unit. The Trustee's, Sponsors' and Evaluator's fees may be adjusted
for inflation without investors' approval.
10
<PAGE>
All expenses in establishing the Fund will be paid from the Underwriting
Account at no charge to the Fund. Sales charges on Defined Asset Funds range
from under 1.0% to 5.5%. This may be less than you might pay to buy and hold a
comparable managed fund. Defined Asset Funds can be a cost-effective way to
purchase and hold investments. Annual operating expenses are generally lower
than for managed funds. Because Defined Asset Funds have no management fees,
limited transaction costs and no ongoing marketing expenses, operating expenses
are generally less than 0.25% a year. When compounded annually, small
differences in expense ratios can make a big difference in your investment
results.

TAXES
The following discussion addresses only the U.S. federal and certain New
York State and City income tax consequences under current law of Units held as
capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies or other investors with
special circumstances.
In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:
The Fund is not an association taxable as a corporation for federal
income tax purposes. Each investor will be considered the owner of a pro
rata portion of each Bond in the Fund under the grantor trust rules of
Sections 671-679 of the Internal Revenue Code of 1986, as amended (the
'Internal Revenue Code'). Each investor will be considered to have received
the interest and accrued the original issue discount, if any, on his pro
rata portion of each Bond when interest on the Bond is received or original
issue discount is accrued by the Fund. The investor's basis in his Units
will be equal to the cost of his Units, including any up-front sales
charge.
When an investor pays for accrued interest, the investor's confirmation
of purchase will report to him the amount of accrued interest for which he
paid. These investors will receive the accrued interest amount as part of
their first monthly distribution. Accordingly, these investors should
reduce their tax basis by the accrued interest amount after the first
monthly distribution.
An investor will recognize taxable gain or loss when all or part of his
pro rata portion of a Bond is disposed of by the Fund. An investor will
also be considered to have disposed of all or a portion of his pro rata
portion of each Bond when he sells or redeems all or some of his Units. An
investor who is treated as having acquired his pro rata portion of a Bond
at a premium will be required to amortize the premium over the term of the
Bond. The amortization is only a reduction of basis for the investor's pro
rata portion of the Bond and does not result in any deduction against the
investor's income. Therefore, under some circumstances, an investor may
recognize taxable gain when his pro rata portion of a Bond is disposed of
for an amount equal to or less than his original tax basis therefor.
Under Section 265 of the Internal Revenue Code, a non-corporate investor
is not entitled to a deduction for his pro rata share of fees and expenses
of the Fund, because the fees and expenses are incurred in connection with
the production of tax-exempt income. Further, if borrowed funds are used by
an investor to purchase or carry Units of the Fund, interest on this
indebtedness will not be deductible for federal income tax purposes. In
addition, under rules used by the Internal Revenue Service, the purchase of
Units may be considered to have been made with borrowed funds even though
the borrowed funds are not directly traceable to the purchase of Units.
Under the income tax laws of the State and City of New York, the Fund is
not an association taxable as a corporation and income received by the Fund
will be treated as the income of the investors in the same manner as for
federal income tax purposes, but will not necessarily be tax-exempt.
The foregoing discussion relates only to U.S. federal and certain
aspects of New York State and City income taxes. Depending on their state
of residence, investors may be subject to state and local taxation and
should consult their own tax advisers in this regard.
* * *
In the opinion of bond counsel rendered on the date of issuance of each
Bond, the interest on each Bond is excludable from gross income under existing
law for regular federal income tax purposes (except in certain circumstances
depending on the investor) but may be subject to state and local taxes, and
interest on some or all of the Bonds may become subject to regular federal
income tax, perhaps retroactively to their date of issuance, as a result of
changes in federal law or as a result of the failure of issuers (or other users
of the proceeds of the Bonds) to comply with certain ongoing requirements. If
the interest on a Bond should be determined to be taxable, the
11
<PAGE>
Bond would generally have to be sold at a substantial discount. In addition,
investors could be required to pay income tax on interest received prior to the
date on which the interest is determined to be taxable.
Neither the Sponsors nor Davis Polk & Wardwell have made or will make any
review of the proceedings relating to the issuance of the Bonds or the basis for
these opinions and there can be no assurance that the issuer (and other users)
will comply with any ongoing requirements necessary for a Bond to maintain its
tax-exempt character.

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

TRUST INDENTURE
The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture among the Sponsors, the Trustee and the Evaluator. This Prospectus
summarizes various provisions of the Indenture, but each statement is qualified
in its entirety by reference to the Indenture.
The Indenture may be amended by the Sponsors and the Trustee without
consent by investors to cure ambiguities or to correct or supplement any
defective or inconsistent provision, to make any amendment required by the SEC
or other governmental agency or to make any other change not materially adverse
to the interest of investors (as determined in good faith by the Sponsors). The
Indenture may also generally be amended upon consent of investors holding 51% of
the Units. No amendment may reduce the interest of any investor in the Fund
without the investor's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of investors. Investors will
be notified on the substance of any amendment.
The Trustee may resign upon notice to the Sponsors. It may be removed by
investors holding 51% of the Units at any time or by the Sponsors without the
consent of investors if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if under certain conditions the
Sponsors determine in good faith that its replacement is in the best interest of
the investors. The Evaluator may resign or be removed by the Sponsors and the
Trustee without the investors' consent. The resignation or removal of either
becomes effective upon acceptance of appointment by a successor; in this case,
the Sponsors will use their best efforts to appoint a successor promptly;
however, if upon resignation no successor has accepted appointment within 30
days after notification, the resigning Trustee or Evaluator may apply to a court
of competent jurisdiction to appoint a successor.
Any Sponsor may resign so long as one Sponsor with a net worth of
$2,000,000 remains and is agreeable to the resignation. A new Sponsor may be
appointed by the remaining Sponsors and the Trustee to assume the duties of the
resigning Sponsor. If there is only one Sponsor and it fails to perform its
duties or becomes incapable of acting or bankrupt or its affairs are taken over
by public authorities, the Trustee may appoint a successor Sponsor at reasonable
rates of compensation, terminate the Indenture and liquidate the Fund or
continue to act as Trustee without a Sponsor. Merrill Lynch, Pierce, Fenner &
Smith Incorporated has been appointed as Agent for the Sponsors by the other
Sponsors.
The Sponsors, the Trustee and the Evaluator are not liable to investors or
any other party for any act or omission in the conduct of their responsibilities
absent bad faith, willful misfeasance, negligence (gross negligence
12
<PAGE>
in the case of a Sponsor or the Evaluator) or reckless disregard of duty. The
Indenture contains customary provisions limiting the liability of the Trustee.

MISCELLANEOUS

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

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

TRUSTEE
The Trustee and its address are stated in Part A of the Prospectus. The
Trustee is subject to supervision by the Federal Deposit Insurance Corporation,
the Board of Governors of the Federal Reserve System and either the Comptroller
of the Currency or state banking authorities.

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

PUBLIC DISTRIBUTION
In the initial offering period Units will be distributed to the public
through the Underwriting Account and dealers who are members of the National
Association of Securities Dealers, Inc. The initial offering period is 30 days
or less if all Units are sold. If some Units initially offered have not been
sold, the Sponsors may extend the initial offering period for up to four
additional successive 30-day periods.
The Sponsors intend to qualify Units for sale in all states in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.;
however, Units of a State trust will be offered for sale only in the State for
which the trust is named, except that Units of a New Jersey trust will also be
offered in Connecticut, Units of a Florida trust will also be offered in New
York and Units of a New York trust will also be offered in Connecticut, Florida
and Puerto Rico. The Sponsors do not intend to qualify Units for sale in any
foreign countries and this Prospectus does not constitute an offer to sell Units
in any country where Units cannot lawfully be sold. Sales to dealers and to
introducing dealers, if any, will initially be made at prices which represent a
concession from the Public Offering Price, but the Agent for the Sponsors
reserves the right to change the rate of any concession from time to time. Any
dealer or introducing dealer may reallow a concession up to the concession to
dealers.

UNDERWRITERS' AND SPONSORS' PROFITS
Upon sale of the Units, the Underwriters will be entitled to receive sales
charges. The Sponsors also realize a profit or loss on deposit of the Bonds
equal to the difference between the cost of the Bonds to the Fund (based on the
offer side evaluation on the initial date of deposit) and the Sponsors' cost of
the Bonds. In addition, a Sponsor or Underwriter may realize profits or sustain
losses on Bonds it deposits in the Fund which were acquired from underwriting
syndicates of which it was a member. During the initial offering period, the
Underwriting Account also may realize profits or sustain losses as a result of
fluctuations after the initial date of deposit in the Public Offering Price of
the Units. In maintaining a secondary market for Units, the Sponsors will also
realize profits or sustain losses in the amount of any difference between the
prices at which they buy Units and the prices at which they resell these Units
(which include the sales charge) or the prices at which they redeem the Units.
Cash, if any,
13
<PAGE>
made available by buyers of Units to the Sponsors prior to a settlement date for
the purchase of Units may be used in the Sponsors' businesses to the extent
permitted by Rule 15c3-3 under the Securities Exchange Act of 1934 and may be of
benefit to the Sponsors.

FUND PERFORMANCE
Information on the performance of the Fund for various periods, on the
basis of changes in Unit price plus the amount of income and principal
distributions reinvested, may be included from time to time in advertisements,
sales literature, reports and other information furnished to current or
prospective investors. Total return figures are not averaged, and may not
reflect deduction of the sales charge, which would decrease the return. Average
annualized return figures reflect deduction of the maximum sales charge. No
provision is made for any income taxes payable.
Past performance may not be indicative of future results. The Fund is not
actively managed. Unit price and return fluctuate with the value of the Bonds in
the Portfolio, so there may be a gain or loss when Units are sold.
Fund performance may be compared to performance on the same basis (with
distributions reinvested) of Moody's Municipal Bond Averages or performance data
from publications such as Lipper Analytical Services, Inc., Morningstar
Publications, Inc., Money Magazine, The New York Times, U.S. News and World
Report, Barron's Business Week, CDA Investment Technology, Inc., Forbes Magazine
or Fortune Magazine. As with other performance data, performance comparisons
should not be considered representative of the Fund's relative performance for
any future period.

DEFINED ASSET FUNDS
Municipal Investment Trust Funds have provided investors with tax-free
income for more than 30 years. For decades informed investors have purchased
unit investment trusts for dependability and professional selection of
investments. Defined Asset Funds' philosophy is to allow investors to 'buy with
knowledge' (because, unlike managed funds, the portfolio of municipal bonds and
the return are relatively fixed) and 'hold with confidence' (because the
portfolio is professionally selected and regularly reviewed). Defined Asset
Funds offers an array of simple and convenient investment choices, suited to fit
a wide variety of personal financial goals--a buy and hold strategy for capital
accumulation, such as for children's education or retirement, or attractive,
regular current income consistent with the preservation of principal. Tax-exempt
income can help investors keep more today for a more secure financial future. It
can also be important in planning because tax brackets may increase with higher
earnings or changes in tax laws. Unit investment trusts are particularly suited
for the many investors who prefer to seek long-term income by purchasing sound
investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity that Defined Asset Funds offer.
One's investment objectives may call for a combination of Defined Asset Funds.
One of the most important investment decisions you face may be how to
allocate your investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation. From time to time various advertisements, sales literature, reports
and other information furnished to current or prospective investors may present
the average annual compounded rate of return of selected asset classes over
various periods of time, compared to the rate of inflation over the same
periods.

EXCHANGE OPTION--MUNICIPAL INVESTMENT TRUST FUND ONLY.
You may exchange Fund Units for units of certain other Defined Asset Funds
subject only to a reduced sales charge. You may exchange your units of any
Select Ten Portfolio, of any other Defined Asset Fund with a regular maximum
sales charge of at least 3.50%, or of any unaffiliated unit trust with a regular
maximum sales charge of at least 3.0%, for Units of this Fund at their relative
net asset values, subject only to a reduced sales charge, or to any remaining
Deferred Sales Charge, as applicable.
To make an exchange, you should contact your financial professional to find
out what suitable Exchange Funds are available and to obtain a prospectus. You
may acquire units of only those Exchange Funds in which the Sponsors are
maintaining a secondary market and which are lawfully for sale in the state
where you reside. Except for the reduced sales charge, an exchange is a taxable
event normally requiring recognition of any gain or loss on the units exchanged.
However, the Internal Revenue Service may seek to disallow a loss if the
portfolio of the
14
<PAGE>
units acquired is not materially different from the portfolio of the units
exchanged; you should consult your own tax advisor. If the proceeds of units
exchanged are insufficient to acquire a whole number of Exchange Fund units, you
may pay the difference in cash (not exceeding the price of a single unit
acquired).
As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated at any
time without notice.

SUPPLEMENTAL INFORMATION
Upon written or telephonic request to the Trustee shown in Part A of this
Prospectus, investors will receive at no cost to the investor supplemental
information about the Fund, which has been filed with the SEC and is hereby
incorporated by reference. The supplemental information includes more detailed
risk factor disclosure about the types of Bonds that may be part of the Fund's
Portfolio, general risk disclosure concerning any letters of credit or insurance
securing certain Bonds, and general information about the structure and
operation of the Fund.
15
<PAGE>
APPENDIX A
DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)
STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW-HILL, INC.
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC--Debt rated BB, B, CCC and CC is regarded, on balance, as
predominately speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
The ratings may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.
A provisional rating, indicated by 'p' following a rating, assumes the
successful completion of the project being financed by the issuance of the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion.
NR--Indicates that no rating has been requested, that there is insufficient
information on which to base a rating or that Standard & Poor's does not rate a
particular type of obligation as a matter of policy.
MOODY'S INVESTORS SERVICE, INC.
Aaa--Bonds which are rated Aaa are judged to be the best quality. They
carry the smallest degree of investment risk and are generally referred to as
'gilt edge'. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

a-1
<PAGE>
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Rating symbols may include numerical modifiers 1, 2 or 3. The numerical
modifier 1 indicates that the security ranks at the high end, 2 in the
mid-range, and 3 nearer the low end, of the generic category. These modifiers of
rating symbols give investors a more precise indication of relative debt quality
in each of the historically defined categories.
Conditional ratings, indicated by 'Con.', are sometimes given when the
security for the bond depends upon the completion of some act or the fulfillment
of some condition. Such bonds are given a conditional rating that denotes their
probable credit stature upon completion of that act or fulfillment of that
condition.
NR--Should no rating be assigned, the reason may be one of the following:
(a) an application for rating was not received or accepted; (b) the issue or
issuer belongs to a group of securities that are not rated as a matter of
policy; (c) there is a lack of essential data pertaining to the issue or issuer
or (d) the issue was privately placed, in which case the rating is not published
in Moody's publications.
FITCH INVESTORS SERVICE, INC.
AAA--These bonds are considered to be investment grade and of the highest
quality. The obligor has an extraordinary ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--These bonds are considered to be investment grade and of high quality.
The obligor's ability to pay interest and repay principal, while very strong, is
somewhat less than for AAA rated securities or more subject to possible change
over the term of the issue.
A--These bonds are considered to be investment grade and of good quality.
The obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--These bonds are considered to be investment grade and of satisfactory
quality. The obligor's ability to pay interest and repay principal is considered
to be adequate. Adverse changes in economic conditions and circumstances,
however are more likely to weaken this ability than bonds with higher ratings.
A '+' or a '-' sign after a rating symbol indicates relative standing in
its rating.
DUFF & PHELPS CREDIT RATING CO.
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic condtions.
A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
A '+' or a '-' sign after a rating symbol indicates relative standing in
its rating.
a-2
<PAGE>
APPENDIX B
SALES CHARGE SCHEDULES FOR DEFINED ASSET FUNDS, MUNICIPAL SERIES

DEFERRED AND UP-FRONT SALES CHARGES. Units purchased during the first year
of the Fund will be subject to periodic deferred and contingent deferred sales
charges. Units purchased in the second through fifth year will be subject to an
up-front sales charge as well as periodic deferred and contingent deferred sales
charges. Units purchased thereafter will be subject only to an up-front sales
charge. During the first five years of the Fund, a fixed periodic deferred sales
charge of $2.75 per Unit is payable on 20 quarterly payment dates occurring on
the 10th day of February, May, August and November, commencing no earlier than
45 days after the initial date of deposit. Investors purchasing Units on the
initial date of deposit and holding for at least five years, for example, would
incur total periodic deferred sales charges of $55.00 per Unit. Because of the
time value of money, however, as of the initial date of deposit this periodic
deferred sales charge obligation would, at current interest rates, equate to an
up-front sales charge of approximately 4.75%.
On the Fund's initial offering date, the Public Offering Price per Unit
will be $1,000. Subsequently, the Public Offering Price per Unit will fluctuate.
As the periodic deferred sales charge is a fixed dollar amount irrespective of
the Public Offering Price, it will represent a varying percentage of the Public
Offering Price. An up-front sales charge will be imposed on all unit purchases
after the first year of the Fund. The following table illustrates the combined
maximum up-front and periodic deferred sales charges that would be incurred by
an investor who purchases Units at the beginning of each of the first five years
of the Fund (based on a constant Unit price) and holds them through the fifth
year of the Fund:

</TABLE>
<TABLE><CAPTION>
TOTAL
UP-FRONT SALES CHARGE MAXIMUM UP-FRONT AND PERIODIC
----------------------------------------------------------- AMOUNT DEFERRED SALES
YEAR OF UNIT AS PERCENT OF PUBLIC AS PERCENT OF NET AMOUNT PER DEFERRED PER CHARGES
PURCHASE OFFERING PRICE AMOUNT INVESTED $1,000 INVESTED $1,000 INVESTED PER $1,000 INVESTED
- ------------------- --------------------- ------------------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C> <C>
1 None None None $ 55.00 $ 55.00
2 1.10% 1.11% $ 11.00 44.00 55.00
3 2.20 2.25 22.00 33.00 55.00
4 3.30 3.41 33.00 22.00 55.00
5 4.40 4.60 44.00 11.00 55.00
</TABLE>
CONTINGENT DEFERRED SALES CHARGE. Units redeemed or repurchased within 4
years after the Fund's initial date of deposit will not only incur the periodic
deferred sales charge until the quarter of redemption or repurchase but will
also be subject to a contingent deferred sales charge:

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

The contingent deferred sales charge is waived on any redemption or
repurchase of Units after the death (including the death of a single joint
tenant with rights of survivorship) or disability (as defined in the Internal
Revenue Code) of an investor, provided the redemption or repurchase is requested
within one year of the death or initial determination of disability. The
Sponsors may require receipt of satisfactory proof of disability before
releasing the portion of the proceeds representing the amount of the contingent
deferred sales charge waived.
To assist investors in understanding the total costs of purchasing units
during the first four years of the Fund and disposing of those units by the
fifth year, the following tables set forth the maximum combined up-front,
periodic and contingent deferred sales charges that would be incurred (assuming
a constant Unit price) by an investor:
<TABLE><CAPTION>
UNITS PURCHASED ON INITIAL OFFERING DATE

b-1
<PAGE>
<CAPTION>
UNITS PURCHASED ON FIRST ANNIVERSARY OF FUND

<CAPTION>
UNITS PURCHASED ON FOURTH ANNIVERSARY OF FUND

YEAR OF UNIT DEFERRED SALES CONTINGENT DEFERRED
DISPOSITION UP-FRONT SALES CHARGE CHARGE SALES CHARGE TOTAL SALES CHARGES
- ------------------- --------------------- ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
5 $ 44.00 $ 11.00 $ 0.00 $ 55.00
</TABLE>
b-2
<PAGE>
APPENDIX C
SALES CHARGE SCHEDULES FOR MUNICIPAL INVESTMENT TRUST FUND
INITIAL OFFERING
<TABLE><CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
----------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS PRIMARY MARKET
OFFER SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC CONCESSION TO
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE INTRODUCING DEALERS
- ----------------------------------- ------------------- ------------- --------------------- -------------------

MONTHLY PAYMENT SERIES, MULTISTATE SERIES, INSURED SERIES
<S> <C> <C> <C> <C>
Less than 250...................... 4.50% 4.712% 2.925% $ 32.40
250 - 499.......................... 3.50 3.627 2.275 25.20
500 - 749.......................... 3.00 3.093 1.950 21.60
750 - 999.......................... 2.50 2.564 1.625 18.00
1,000 or more...................... 2.00 2.041 1.300 14.40
<CAPTION>
INTERMEDIATE SERIES (TEN YEAR MATURITIES)
<S> <C> <C> <C> <C>
Less than 250...................... 4.00% 4.167% 2.600% $ 28.80
250 - 499.......................... 3.00 3.093 1.950 21.60
500 - 749.......................... 2.50 2.564 1.625 18.00
750 - 999.......................... 2.00 2.041 1.300 14.40
1,000 or more...................... 1.50 1.523 0.975 10.00
<CAPTION>
INTERMEDIATE SERIES (SHORT INTERMEDIATE MATURITIES)
<S> <C> <C> <C> <C>
Less than 250...................... 2.75% 2.828% 1.788% $ 19.80
250 - 499.......................... 2.25 2.302 1.463 16.20
500 - 749.......................... 1.75 1.781 1.138 12.60
750 - 999.......................... 1.25 1.266 0.813 9.00
1,000 or more...................... 1.00 1.010 0.650 7.20
</TABLE>

SECONDARY MARKET

ACTUAL SALES CHARGE AS DEALER CONCESSION AS
PERCENT OF EFFECTIVE PERCENT OF EFFECTIVE
NUMBER OF UNITS SALES CHARGE SALES CHARGE
- ----------------- ------------------------- -------------------------
1-249 100% 65%
250-499 80 52
500-749 60 39
750-999 45 29.25
1,000 or more 35 22.75

EFFECTIVE SALES CHARGE

AS PERCENT AS PERCENT
TIME TO OF BID SIDE OF PUBLIC
MATURITY EVALUATION OFFERING PRICE
- ---------------------------- ------------- -----------------
Less than six months 0% 0%
Six months to 1 year 0.756 0.75
Over 1 year to 2 years 1.523 1.50
Over 2 years to 4 years 2.564 2.50
Over 4 years to 8 years 3.627 3.50
Over 8 years to 15 years 4.712 4.50
Over 15 years 5.820 5.50

For this purpose, a Bond will be considered to mature on its stated
maturity date unless it has been called for redemption or funds or securities
have been placed in escrow to redeem it on an earlier date, or is subject to a
mandatory tender, in which case the earlier date will be considered the maturity
date.
c-1

<PAGE>
DEFINED
ASSET FUNDSSM

SPONSORS: MUNICIPAL INVESTMENT
Merrill Lynch, TRUST FUND
Pierce, Fenner & Smith Incorporated New York Series--A
Unit Investment Trusts A Unit Investment Trust
P.O. Box 9051 PROSPECTUS PART A
Princeton, N.J. 08543-9051 This Prospectus does not contain all of
(609) 282-8500 the information with respect to the
Smith Barney Inc. investment company set forth in its
Unit Trust Department registration statement and exhibits
388 Greenwich Street--23rd Floor relating thereto which have been filed
New York, NY 10013 with the Securities and Exchange
1-800-223-2532 Commission, Washington, D.C. under the
Prudential Securities Incorporated Securities Act of 1933 and the
One Seaport Plaza Investment Company Act of 1940, and to
199 Water Street which reference is hereby made.
New York, N.Y. 10292 No person is authorized to give any
(212) 776-1000 information or to make any
Dean Witter Reynolds Inc. representations with respect to this
Two World Trade Center--59th Floor investment company not contained in this
New York, N.Y. 10048 Prospectus; and any information or
(212) 392-2222 representation not contained herein must
EVALUATOR: not be relied upon as having been
Kenny S&P Evaluation Services authorized. This Prospectus does not
a division of J. J. Kenny Co., Inc. constitute an offer to sell, or a
65 Broadway solicitation of an offer to buy,
New York, N.Y. 10006 securities in any state to any person to
INDEPENDENT ACCOUNTANTS: whom it is not lawful to make such offer
Deloitte & Touche LLP in such state.
2 World Financial Center
9th Floor
New York, N.Y. 10281-1414
TRUSTEE:
The Chase Manhattan Bank, N.A.
(a National Banking Association)
Unit Trust Department
Box 2051
New York, N.Y. 10081
1-800-323-1508

12765--8/95