June 29, 1995
Securites and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Rule 24f-2 Notice for
Defined Asset Funds
Municipal Investment Trust Fund
Insured Series - 28
CIK 760464
Registration No. 2-95137
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(i) The fiscal year for which this notice is filed: Fiscal
year ended April 30, 1995.
(ii) The number or amount of securities of the same class or
series which have been registered under the Securities act of
1933 other than pursuant to Rule 24f-2 but which were unsold at
the beginning of the fiscal year: None.
(iii) The number or amount of securities registered during
the fiscal year other than pursuant to Rule 24f-2: None.
(iv) The number or amount of securities sold during the
fiscal year: $0.00.
(v) The number or amount of securities sold during the
fiscal year in reliance upon registration pursuant to Rule 24f-2:
$0.00.
By Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Agent for the Sponsors
By /s/ Ernest Fabio
Vice President
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* Actual aggregate sale price for which securities were sold =
$0.00.
- - Actual aggregate redemption or repurchase price of securities
of the issuer redeemed or repurchased by the issuer = $32,656.22.
Sales in excess of redemption and repurchase = $0.00.
Divided by 2900 = $0.00.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
June 29, 1995
Merrill Lynch, Pierce, Fenner &
Smith Incorporated as Agent
for the Sponsors of certain
Unit Investment Trusts
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Dear Sirs:
We have acted as special counsel for you and the other
Sponsors of Defined Asset Funds, Municipal Investment Trust Fund,
Insured Series - 28 (the "Fund"), in connection with
the issuance of units of fractional undivided interest in
the Fund (the "Units") in accordance with the related Trust
Indenture (the "Indenture") with Chase Manhattan Bank,
as trustee (the "Trustee").
The accompanying Rule 24f-2 Notice (the "Notice") for the Fund
makes definite in number the registration of Units sold in reliance upon
the Rule during the fiscal period covered by the Notice. The Units
covered by the Notice are hereinafter referred to as the
"Registered Units".
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents and instruments as we have deemed necessary or
advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the
Registered Units, assuming due execution and delivery of any
certificates evidencing the registered Units by the Sponsor and
the Trustee and assuming payment for all registered Units in
accordance with the Indenture, have been legally issued, fully
paid and non-assessable.
Very truly yours,
/s/ Davis Polk & Wardwell
