FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
P.O. Box 9051
Princeton, N.J. 08543-9051
2. Name of each series or class of funds for which this notice is filed:
Municipal Investment Trust Fund Monthly Payment Series - 365
Defined Asset Funds ("Fund")
3. Investment Company Act File Number:
811-1777
Securities Act File Number:
2-99129
4. Last Day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not Applicable.
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
None.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None.
9. Number and aggregate sale price of securities sold during the fiscal
year:
0 Units $0.00 Aggregate Sale Price
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
0 Units $0.00 Aggregate Sale Price
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
Not Applicable.
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from item 10) $ 0.00
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): N/A.
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): $ 70,771.98
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0.00
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable) $ 0.00
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
instruction C.6): x_1/33rd_of_1%
~~~~~~~~~~~~~~
$ 0.00
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal
and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
Not Applicable.
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Agent for the Sponsors
By /s/ Ernest Fabio
Vice President
Date October 30, 1996
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
October 30, 1996
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 Municipal Investment Trust Fund Monthly Payment Series-365,
Defined Asset Funds (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
The 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
