DEFINED ASSET FUNDS CORP INC FD CASH OR ACCRETION BD SER 11
485BPOS, 1995-08-30
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1995
 
                                                       REGISTRATION NO. 33-10815
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                   ------------------------------------------
 
                         POST-EFFECTIVE AMENDMENT NO. 8
 
                                       TO
 
                                    FORM S-6
 
                   ------------------------------------------
 
                   FOR REGISTRATION UNDER THE SECURITIES ACT
 
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
 
                        TRUSTS REGISTERED ON FORM N-8B-2
 
                   ------------------------------------------
 
A. EXACT NAME OF TRUST:
 
                             DEFINED ASSET FUNDS--
 
                             CORPORATE INCOME FUND
 
                       CASH OR ACCRETION BOND SERIES--11
 
                           (A UNIT INVESTMENT TRUST)
 
B. NAMES OF DEPOSITORS:
 
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
 
                               SMITH BARNEY INC.
 
                            PAINEWEBBER INCORPORATED
 
                       PRUDENTIAL SECURITIES INCORPORATED
 
                           DEAN WITTER REYNOLDS INC.
 
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
 

 MERRILL LYNCH, PIERCE,
     FENNER & SMITH
      INCORPORATED
   DEFINED ASSET FUNDS
  POST OFFICE BOX 9051
     PRINCETON, N.J.
       08543-9051                                     SMITH BARNEY INC.
                                                        388 GREENWICH
                                                     STREET--23RD FLOOR
                                                     NEW YORK, NY 10013
 
PAINEWEBBER INCORPORATED   PRUDENTIAL SECURITIES  DEAN WITTER REYNOLDS INC.
   1285 AVENUE OF THE          INCORPORATED            TWO WORLD TRADE
        AMERICAS             ONE SEAPORT PLAZA       CENTER--59TH FLOOR
  NEW YORK, N.Y. 10019       199 WATER STREET       NEW YORK, N.Y. 10048
                           NEW YORK, N.Y. 10292

 
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
 

  TERESA KONCICK, ESQ.      LAURIE A. HESSLEIN        ROBERT E. HOLLEY
      P.O. BOX 9051          388 GREENWICH ST.        1200 HARBOR BLVD.
     PRINCETON, N.J.       NEW YORK, N.Y. 10013     WEEHAWKEN, N.J. 07087
       08543-9051
 
                                                         COPIES TO:
   LEE B. SPENCER, JR.      DOUGLAS LOWE, ESQ.     PIERRE DE SAINT PHALLE,
    ONE SEAPORT PLAZA    130 LIBERTY STREET--29TH           ESQ.
    199 WATER STREET               FLOOR            450 LEXINGTON AVENUE
  NEW YORK, N.Y. 10292     NEW YORK, N.Y. 10006     NEW YORK, N.Y. 10017

 
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on February 17, 1995.
 
Check box if it is proposed that this filing will become effective on September
8, 1995 pursuant to paragraph (b) of Rule 485.  / x /
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

DEFINED
ASSET FUNDSSM
 
CORPORATE INCOME
FUND
 
- ------------------------------------------------------------
CASH OR ACCRETION BOND
SERIES--11
(A UNIT INVESTMENT TRUST)
 
PROSPECTUS, PART A
DATED SEPTEMBER 8, 1995
 
SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
PaineWebber Incorporated
Prudential Securities Incorporated
Dean Witter Reynolds Inc.
 
This Defined Fund's objective is to provide a substantial level of safety with a
choice of quarterly distribution of new units or cash through investment in a
portfolio consisting primarily of long-term compound interest corporate bonds
that are collateralized (the 'Compound Interest Bonds'). There is no assurance
that this objective will be met because it is subject to the continuing ability
of issuers of the Debt Obligations to meet their principal and interest
requirements. Furthermore, the market value of the underlying Securities, and
therefore the value of the Units, will fluctuate with changes in interest rates
and other factors. The Securities were issued after July 18, 1984, as a result
of which the interest income (including original issue discount) will be exempt
from U.S. Federal income taxes, including withholding taxes, for many foreign
Holders (see Taxes in Part B).
The collateral backing the Compound Interest Bonds is primarily composed of
mortgage-backed Securities guaranteed as to the payment of principal and
interest by the Federal National Mortgage Association ('FNMA Certificates' or
'Fannie Maes') or the Federal Home Loan Mortgage Corporation ('FHLMC
Certificates' or 'Freddie Macs'). The guaranty obligation with respect to the
FNMA Certificates and the FHLMC Certificates will be obligations of FNMA and
FHLMC, respectively, only (limited by FNMA's and FHLMC's credit capabilities)
and will not be backed by the full faith and credit of the United States or any
other governmental entity. Neither FNMA nor FHLMC guarantees payment on the
Bonds or on the Units of the Fund, as such. The Fund is also designed for IRA
accounts, Keogh plans and other tax-deferred retirement programs.
                        MINIMUM PURCHASE IN INDIVIDUAL TRANSACTIONS: 1,000 UNITS
- ------------------------------------------------------------------------
 
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 CORPORATE INCOME FUND PROSPECTUS, PART B.
 
This Prospectus consists of two parts. The first includes an Investment Summary
and certified financial statements of the Fund, including the related securities
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 is America's oldest and largest family of unit investment
trusts with over $95 billion sponsored since 1971. Each Defined Fund is a
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.
 
With Defined Asset Funds you know in advance what you are 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 a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.
 
Termination dates 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 Funds are offered by prospectus only.
 
- --------------------------------------------------------------------------------
CONTENTS
 

Investment Summary..........................................                 A-3
Accountants' Opinion Relating to the Fund...................                 D-1
Statement of Condition......................................                 D-2
Portfolio...................................................                 D-7

 
                                      A-2
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--11
INVESTMENT SUMMARY
AS OF MAY 31, 1995, THE EVALUATION DATE
 

PRINCIPAL AMOUNT OF SECURITIES(a)........................$          6,121,052
NUMBER OF UNITS..........................................           8,974,456
FACE AMOUNT OF SECURITIES PER UNIT (TIMES 1,000).........$             682.05
FRACTIONAL UNDIVIDED INTEREST IN FUND REPRESENTED BY EACH
  UNIT...................................................         1/8,974,456th
PUBLIC OFFERING PRICE PER 1,000 UNITS(b)
     Aggregate bid side evaluation of Securities.........$          6,261,743
                                                         --------------------
     Divided by Number of Units (times 1,000)............$             697.72
     Plus sales charge of 3.50% of Public Offering Price
       (3.626% of net amount invested)                                  25.30
                                                         --------------------
     Public Offering Price per 1,000 Units...............$             723.02
                                                                   (plus cash
                                                              adjustments and
                                                         accrued interest)(c)
SPONSORS' REPURCHASE PRICE AND REDEMPTION PRICE PER 1,000
  UNITS..................................................$             697.72
  (aggregate bid side evaluation of Securities) ($25.30            (plus cash
     less than Public Offering Price per 1,000 Units)         adjustments and
                                                         accrued interest)(c)
CALCULATION OF ESTIMATED NET ANNUAL INTEREST RATE PER
  1,000 UNITS (BASED ON FACE AMOUNT PER 1,000 UNITS)
     Annual interest rate per 1,000 Units................               2.127%
     Less estimated annual expenses per 1,000 Units
       ($3.80) expressed as a percentage.................                .859%
                                                         --------------------
     Estimated net annual interest rate per 1,000
       Units.............................................               1.268%
                                                         --------------------
                                                         --------------------

 
RECORD DAY FOR UNIT ACCRETION DISTRIBUTION
    The 1st of September, December, March and June of each year until the last
    Payment Commencement Date.
RECORD DAY FOR PRINCIPAL AND INTEREST
  DISTRIBUTIONS
    The 10th day of each month after the first Payment Commencement Date.
UNIT ACCRETION DISTRIBUTIONS(d)
    The 10th of September, December, March and June of each year until the last
    Payment Commencement Date.
PRINCIPAL AND INTEREST DISTRIBUTIONS
    The 25th of each month after receipt of payments on any Compound Interest
    Bond.
MINIMUM CAPITAL DISTRIBUTION
    No distribution need be made from Capital Account if balance is less than
    $5.00 per 1,000 Units.
TRUSTEE'S ANNUAL FEE AND EXPENSES(e)
    $3.80 per 1,000 Units (see Fund Expenses in Part B).
PORTFOLIO SUPERVISION FEE(f)
    Maximum of $0.35 per 1,000 original Principal Amount of underlying Compound
    Interest Bonds (see Fund Expenses in Part B).
EVALUATOR'S FEE FOR EACH EVALUATION
    Maximum of $14 (see Expenses and Charges in Part B).
EVALUATION TIME
    3:30 P.M. New York Time
MINIMUM VALUE OF FUND
    Trust may be terminated if value of Fund is less than 40% of the original
    Principal Amount of Fund Securities on the date of their deposit. As of the
    Evaluation Date, the value of the Fund is 41% of the original Principal
    Amount of Fund Securities on the date of their deposit.
 
- ------------------------------
       (a)On the initial date of Deposit (March 4, 1987) the Principal Amount of
          Securities in the Fund was $15,362,411. Cost of Securities is set
          forth under Portfolio.
       (b)These figures assume a purchase of 1,000 Units. The price of a single
          Unit, or any multiple thereof, is calculated simply by dividing the
          Public Offering Price per 1,000 Units, above, by 1,000, and
          multiplying by the number of Units. The sales charge will be reduced
          on a graduated scale in the case of quantity purchases. The 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 not allocated to the
          purchase of specific Securities (see How To Buy Units, How To Sell
          Units in Part B).
       (d)Until principal and interest payments on all other classes of bonds of
          an issue are completed, interest accruing on the Compound Interest
          Bonds is accrued but not paid. After any payment commencement date,
          interest and principal on that Bond will be paid in cash and the
          number of new Units created will be reduced correspondingly. Payments
          have commenced on two of the Compound Interest Bonds.
       (e)The Trustee receives annually for its services as Trustee $0.95 per
          $1,000 original Principal Amount of Compound Interest Bonds. The
          Trustee's Annual Fee and Expenses also includes the Portfolio
          Supervision Fee and the Evaluator's Fee set forth herein.
       (f)The Sponsors also may be reimbursed for their costs of bookkeeping and
          administrative 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 1,000
          Units.
 
                                      A-3
<PAGE>
 
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--11
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)
 
NUMBER OF ISSUES IN PORTFOLIO...............................                6
 

RANGE OF MATURITIES.................................................2016-2018
 
NUMBER OF COMPOUND INTEREST BONDS...........................                5
 
NUMBER OF U.S. TREASURY INTEREST BEARING BONDS..............                1
 
PERCENTAGE OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO
  REPRESENTED BY EACH ISSUER(a) OF COMPOUND INTEREST BONDS:
 
  Collateralized Mortgage Obligation
     Trust 14...............................................               31%
 
  Drexel Burnham Lambert Collateralized Mortgage Obligations
  Trust, Series G...........................................                4%
 
  Drexel Burnham Lambert CMO Trust, Series H................               28%
 
  Kidder Peabody Mortgage Assets
     Trust V................................................               23%
  M.D.C. Asset Investors Trust I............................                6%
PERCENTAGE OF ACCRETED PRINCIPAL AMOUNT OF PORTFOLIO
  COMPRISED OF:
  FHLMC-COLLATERALIZED BONDS:
  8.45% Compound Interest Bond (stated maturity
     5/20/2018).............................................               23%
  9.10% Compound Interest Bond (stated maturity
       3/20/2018)...........................................                4%
FNMA-COLLATERALIZED BONDS
  8.00% Compound Interest Bond (stated maturity 1/1/2017)...               31%
  8.50% Compound Interest Bond (stated maturity 4/1/2017)...               28%
FNMA & FHLMC-COLLATERALIZED BONDS
  8.60% Compound Interest Bond (stated maturity
       8/20/2018)...........................................                6%

 
     ESTIMATED RATE TO PROJECTED MATURITY--Estimated Rate to Projected Maturity
of the Compound Interest Bonds is calculated assuming that the mortgages
underlying the collateral for the Compound Interest Bonds are prepaid at a range
of specified percentages of a standard prepayment model as set forth under Note
(4) to Portfolio.
 
     RISK FACTORS--The compounding of interest on the Compound Interest Bonds,
without cash payments to Holders for a number of years (even though the
additional Units credited to Holders in respect of the compounding interest may
be liquidated at any time by Holders), may make investment in the Fund
particularly well suited for purchase by Individual Retirement Accounts. Keogh
plan, pension funds and other tax-deferred retirement plans or for investors who
can have taxable income attributed to them in advance of the receipt of the cash
attributable to such income. In addition, the ability to buy single Units
enables these investors to tailor the dollar amount of their purchases of Units
to take maximum possible advantage of the annual deductions available for
contributions to these plans (see Retirement Plans in Part B).
 
     PRINCIPAL ACCRETION--AUTOMATIC INCREASES IN NUMBER OF UNITS OUTSTANDING.
Principal Accretion of the Fund is derived from the increase semi-annually in
the Accreted Principal Amounts of the Compound Interest Bonds from the Date of
Deposit to their Payment Commencement Dates. On the Date of Deposit, 15,362,411
Units were issued representing, on a one Unit per one dollar basis, undivided
fractional interests in the Principal Amount of $15,362,411 of the Compound
Interest Bonds acquired on that date. To reflect the aggregate accrued interest
which has been added to the principal of the Compound Interest Bonds (i.e.,
'compounded') during the period preceding each Unit Accretion Distribution Day,
the Indenture requires additional Units to be issued ratably to Holders of
record on each Unit Accretion Distribution Day. The additional Units will be
issued based on the same rate of one Unit per one dollar of aggregate increase
in Accreted Principal Amount of the Compound Interest Bonds since the last
Record Day for Unit Accretion Distribution. Additional Units will not be created
as to a Compound Interest Bond after it reaches its Payment Commencement Date
(for estimated Payment Commencement Dates see Portfolio).
 
     REDUCED REINVESTMENT AND PREPAYMENT RISK--Interest accrues on the
Compound-Interest Bonds but is not paid until their respective Payment
Commencement Dates. After this period, interest and principal are paid
semi-annually to the Fund and distributed monthly to Holders. During the
compounding period, interest continues to accrue at the original rate so that
reinvestment risk is substantially eliminated for Holders who do not elect
automatic liquidation. In that respect, during their compounding period, the
Bonds resemble a zero coupon instrument. Prepayments on the collateral go to pay
the 'fast pay' classes before the Compound Interest Bonds begin to amortize.
Moreover, for Units purchased at a Public Offering Price below the current
principal amount of the Compound Interest Bonds, prepayments on the FNMA or
FHLMC collateral increase the actual return on Units.
 
- ------------------------------
       (a) All of the issuers of the Compound Interest Bonds are limited purpose
corporations organized solely for the purpose of issuing bonds collateralized by
mortgage-backed securities. The collateral security for each issue will serve as
collateral only for that issue.
 
                                      A-4
<PAGE>
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--11
TAXES--
 
     The following supplements 'Taxes' in Part B:
 
        Each Holder's pro rata portion of each Compound Interest Bond will be
     considered to have been originally issued at a discount ('original issue
     discount'). In general, original issue discount is defined as the
     difference between the price at which a debt obligation was issued and its
     stated redemption price at maturity. Each Holder will be required to
     include in gross income each year the amount of original issue discount
     which accrues during the year (determined under a formula based on the
     compounding of interest) on his pro rata portion of each Compound Interest
     Bond. If a Holder's tax cost for his pro rata portion of a Debt Obligation
     issued with original issue discount is greater than its 'adjusted issue
     price' but less than its stated redemption price at maturity (as may be
     adjusted for certain payments), the Holder will be considered to have
     purchased his pro rata portion of the Debt Obligation at an 'acquisition
     premium.' The amount of original issue discount which must be accrued will
     be reduced by the amount of such acquisition premium. The amount of accrued
     original issue discount so included in income in respect of a Holder's pro
     rata portion of a Bond is added to the Holder's tax basis therefor. If a
     Debt Obligation is redeemed at a premium pursuant to its terms, the amount
     of any such redemption may be treated as ordinary income.
 
        A Holder will not recognize taxable gain or loss when additional Units
     are credited to his account to reflect increases in the Accreted Principal
     Amount of the Compound Interest Bonds, but taxable gain or loss may be
     recognized when the Holder disposes of these Units either pursuant to the
     procedures specified for automatic capital appreciation liquidations or
     otherwise. As discussed above, when the Holder disposes of these Units he
     will be considered to have disposed of a part of his pro rata portion of
     each Bond and may recognize taxable gain (or loss) depending on the
     Holder's adjusted tax basis for this part of his pro rata portion of each
     Bond.
 
                                 *     *     *
 
     To the best knowledge of the Sponsors, each Bond was issued after July 18,
1984.
 
      Certain aspects of the above opinion of Davis Polk & Wardwell are based in
part on the assumption that the Compound Interest Bonds are treated as
indebtedness of their respective Issuers for Federal income tax purposes. In
connection with the issuance of each Compound Interest Bond, counsel to the
Issuer thereof has rendered or will render an opinion that the Compound Interest
Bonds (and the other compound interest bonds and other classes of bonds issued
with it) will be treated for Federal income tax purposes as indebtedness of the
Issuer, and not as an ownerhip interest in the GNMA/FNMA/FHLMC Certificates
collateralizing such bonds, or an equity interest in the Issuer or in a separate
association taxable as a corporation. Neither the Sponsors nor Davis Polk &
Wardwell have made or will make any review of the basis for these opinions.
 
     After the end of each calendar year, the Fund Trustee will furnish to each
Holder an annual statement containing information relating to the interest
received by the Fund on each interest-bearing bond (and on each Compound
Interest Bond after it reaches its Payment Commencement Date), the original
issue discount accrued on any Compound Interest Bond or other bond having
original issue discount, the gross proceeds received by the Fund from the
disposition of any Bond (resulting from redemption or payment at maturity of any
Bond) and the fees and expenses paid by the Fund. The Trustee will also furnish
annual information returns to each Holder and to the Internal Revenue Service.
 
     Holders should be aware that, because of the above original issue discount
rules, Holders will be required for Federal income tax purposes to include
amounts in gross income in advance of the receipt of the cash attributable to
such income. A Holder who elects to sell or redeem the additional Units credited
to his account pursuant to the Fund's automatic Unit accretion liquidations or
otherwise will receive cash each year but will still be required to determine
the amount includable in his gross income under the original issue discount
rules and in addition will be required to calculate whether he recognized any
taxable gain or loss on the sale or redemption of the additional Units.
Therefore, investment in the Fund may be appropriate only for Individual
Retirement Accounts, Keogh plans, pension funds and other tax-deferred
retirement plans (see Retirement Plan below). Purchasers of Units should consult
their own tax advisers as to the tax treatment of original issue discount with
respect to their particular circumstances, and the application of state and
local taxes, in order to determine whether an investment in the Fund would be
appropriate for them.
 
                                      A-5

<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

REPORT OF INDEPENDENT ACCOUNTANTS



The Sponsors, Trustee and Holders
  of Defined Asset Funds - Corporate Income Fund,
  Cash or Accretion Bond Series - 11:

We have audited the accompanying statement of condition of Defined Asset Funds -
Corporate Income Fund, Cash or Accretion Bond Series - 11, including the
portfolio, as of May 31, 1995 and the related statements of operations and of
changes in net assets for the years ended May 31, 1995, 1994 and 1993.  These
financial statements are the responsibility of the Trustee.  (See Note 5.)  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
May 31, 1995, as shown in such portfolio, were confirmed to us by The Bank of
New York, the Trustee.  An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Defined Asset Funds - Corporate
Income Fund, Cash or Accretion Bond Series - 11 at May 31, 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.
August 5, 1995

                                      D-1


<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

STATEMENT OF CONDITION
AS OF MAY 31, 1995












TRUST PROPERTY:
  Investment in marketable securities -
    at value (adjusted cost $5,746,694) (Note 1)                   $6,261,743
  Accrued interest receivable                                          11,593
  Cash                                                                 30,889

            Total trust property                                   $6,304,225

NET ASSETS, REPRESENTED BY:
  8,974,456 units of fractional undivided interest
    outstanding (Note 3)                             $6,169,480
  Undistributed net investment income                   134,745    $6,304,225

UNIT VALUE ($6,304,225 / 8,974,456 units)                             $.70246


                              See Notes to Financial Statements.

                                             D-2
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

STATEMENTS OF OPERATIONS

<TABLE><CAPTION>
                                                           Years Ended May 31,
                                                      1995         1994         1993
<S>                                                  <C>         <C>         <C>
INVESTMENT INCOME:
  Interest on collateralized bonds.                  $465,791    $626,853    $1,067,616
  Other interest income                                87,110      70,683       136,798
  Trustee's fees and expenses                         (21,379)    (29,957)      (27,656)
  Sponsors' fees                                       (3,841)     (3,978)       (8,909)

  Net investment income                               527,681     663,601     1,167,849

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Realized gain on securities sold or
    redeemed                                           46,162     234,151       183,417
  Unrealized appreciation (depreciation) of
    investments                                       148,399    (462,055)    1,701,671

  Net realized and unrealized gain (loss) on
    investments                                       194,561    (227,904)    1,885,088

NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                         $722,242    $435,697    $3,052,937
</TABLE>

                              See Notes to Financial Statements.

                                             D-3
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,











CASH OR ACCRETION BOND SERIES - 11

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE><CAPTION>
                                                          Years Ended May 31,
                                                    1995          1994          1993
<S>                                              <C>           <C>           <C>
OPERATIONS:
  Net investment income                          $  527,681    $   663,601   $ 1,167,849
  Realized gain on securities sold or
    redeemed                                         46,162        234,151       183,417
  Unrealized appreciation (depreciation) of
    investments                                     148,399       (462,055)    1,701,671

  Net increase in net assets resulting from
    operations                                      722,242        435,697     3,052,937

DISTRIBUTIONS TO  HOLDERS (Note 2):
  Income                                            (45,103)      (103,284)      (13,537)
  Principal                                        (488,313)    (2,603,812)     (709,828)

  Total distributions                              (533,416)    (2,707,096)     (723,365)

CAPITAL SHARE TRANSACTIONS:
  Issuances of 470,428, 619,850 and 1,190,876
    additional units, respectively (Note 1)
  Redemptions of 1,472,057, 2,950,000 and
    3,166,000 units, respectively                  (971,865)    (2,472,491)   (3,220,476)

NET DECREASE IN NET ASSETS                         (783,039)    (4,743,890)     (890,904)

NET ASSETS AT BEGINNING OF YEAR                   7,087,264     11,831,154    12,722,058

NET ASSETS AT END OF YEAR                        $6,304,225    $ 7,087,264   $11,831,154

PER UNIT:
  Income distributions during year.                 $.00453        $.00913 $.01100

  Principal distributions during year               $.04824        $.22839 $.05751

  Net asset value at end of year                    $.70246        $.71043 $.96140

TRUST UNITS OUTSTANDING AT END OF YEAR            8,974,456      9,976,085    12,306,235
</TABLE>

                              See Notes to Financial Statements.

                                             D-4
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

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) Accrued interest is added to the principal and cost of the
collateralized bonds in accordance with their terms.  On the first day
of each September, December, March and June of each year, additional
units are issued ratably to Holders based on one unit per one dollar
of aggregate increase in the accreted principal amount of the
collateralized bonds.

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

(d) Interest income is recorded as earned.

2.  DISTRIBUTIONS

    The Fund receives distributions of principal or interest on some of its
holdings of the collateralized bonds in accordance with the terms of such
bonds. Distributions are made by the Fund to its Holders only when payments
of principal and interest are received on such bonds;  distributions are
made on or about the last day of each month.  For additional information,
see "Description of the Fund - Life of the Bonds and of the Fund" in this
Prospectus, Part B.

3.  NET CAPITAL

Cost of 45,723 units at Date of Deposit                        $   43,562
Less sales charge                                                   1,960
Net amount applicable to Holders                                   41,602
Transfers from undistributed net investment income for
  8,928,733 additional units issued                             8,928,733
Redemptions of units - net cost of 15,316,688 units
  redeemed less redemption amounts                              1,678,015
Realized loss on securities sold or redeemed                   (1,081,903)
Principal distributions                                        (3,912,016)
Unrealized appreciation of investments                            515,049

Net capital applicable to Holders                              $6,169,480


                                         D-5


<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,











CASH OR ACCRETION BOND SERIES - 11

NOTES TO FINANCIAL STATEMENTS

4.  INCOME TAXES

    All Fund items of income received, accretion of original issue discount on
the collateralized bonds, expenses paid and realized gains and losses on
securities sold are attributable to the Holders, on a pro rata basis, for
Federal income tax purposes in accordance with the grantor trust rules of
the United States Internal Revenue Code.

    At May 31, 1995, the cost of the investment securities for Federal income
tax purposes was approximately equivalent to the adjusted cost as shown in
the Fund's portfolio.

5.  REDEMPTIONS

    On March 1, 1995, The Bank of New York assumed all of the Trustee
responsibilities from Investors Bank & Trust Company.  Holders may request
redemptions of units by presentation thereof to The Bank of New York,
generally on any business day.









                                      D-6


<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

PORTFOLIO
AS OF MAY 31, 1995
<TABLE><CAPTION>
                                                                                             Estimated
                                  S&P                                   Optional Optional    Payment
Portfolio No. and Title of     Rating of   Accreted             Interest Call      Call      CommencementAdjusted
        Securities             Issues(1) Principal(2) Maturities Rate   Date(3) Percentage(3)Date(4)     Cost(2)   Value(2)
<S>                                 <C>   <C>          <C>       <C>     <C>        <C>       <C>     <C>         <C>
1  Collateralized Mortgage          AAA   $1,894,575   1/01/17   8.00%   4/01/00    100%      1/01/96 $1,749,274  $1,915,343
   Obligation Trust 14,
   Collateralized Mortgage
   Obligation, Class Z

2  Drexel Burnham Lambert,          AAA      246,099   3/20/18   9.10    3/20/02    100         (5)      245,442     255,721
   Collateralized Mortgage
   Obligations Trust, Series G,
   Class G4-Z












3  Drexel Burnham Lambert CMO       AAA    1,713,717   4/01/17   8.50    4/01/02    100       4/01/99  1,623,194   1,753,416
   Trust, Series H, Collater-
   alized Mortgage Obligations,
   Class H-4

4  Kidder Peabody, Mortgage         AAA    1,421,093   5/20/18   8.45    4/20/97     10       2/20/97  1,317,064   1,443,077
   Assets Trust V, Class V-Z

5  M.D.C. Asset Investors           AAA      385,568   8/20/18   8.60    5/20/02     10         (5)      350,713     396,360
   Trust I, Collateralized
   Mortgage Obligations,
   Class I-8

6  U.S. Treasury Bonds 7.50%        AAA      460,000  11/15/16   7.50       -        -           -       461,007     497,826

TOTAL                                     $6,121,052                                                  $5,746,694  $6,261,743

</TABLE>
                                                      See Notes to Portfolio.

                                                                D-7
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
CASH OR ACCRETION BOND SERIES - 11

NOTES TO PORTFOLIO
AS OF MAY 31, 1995

(1) A description of the rating symbols, which have been provided by the
Evaluator, and their meanings appear in this Prospectus, Part B.

(2) See Notes to Financial Statements.

(3) The collateralized bonds were issued in series and each series is callable
at the option of the Issuer, in whole (but generally not in part), without
premium, at any time (i) on or after certain predetermined call dates or
(ii) after the aggregate outstanding principal amount of the collateralized
bonds of such series declines to a stated percentage of the aggregate
outstanding principal amount of such collateralized bonds on their original
issue date.  The Compound Interest Bonds in Portfolio Numbers 2 and 3 are
callable on or after the date indicated provided all other classes of that
series of Compound Interest Bonds have been repaid in full.  The Compound
Interest Bonds in Portfolio Number 1 are callable on the earlier of the
date indicated and the date on which the unpaid accreted value of the bonds
equals 100% or less of the original principal amount of the bonds.  The
Compound Interest Bonds in Portfolio Numbers 4 and 5 are callable on the
earlier of the date indicated and the date on which the unpaid accreted
value of the bonds equals 10% or less of the original principal amount of
the bonds (see "Description of the Fund - Life of the Bonds and of the
Fund" in this Prospectus, Part B).

(4) Assumes that prepayments on the mortgages underlying the collateralized
bonds are prepaid at prepayment rates ranging from 240% to 350% of a
standard prepayment model.












(5) This security has commenced payments.


                                      D-8




<PAGE>
                             DEFINED
                             ASSET FUNDSSM
 

SPONSORS:                               CORPORATE INCOME FUND
Merrill Lynch,                          Cash or Accretion Bond Series--11
Pierce, Fenner & Smith Incorporated     (A Unit Investment Trust)
Defined Asset Funds                     PROSPECTUS PART A
P.O. Box 9051                           This Prospectus does not contain all of
Princeton, N.J. 08543-9051              the information with respect to the
(609) 282-8500                          investment company set forth in its
Smith Barney Inc.                       registration statement and exhibits
Unit Trust Department                   relating thereto which have been filed
388 Greenwich Street--23rd Floor        with the Securities and Exchange
New York, NY 10013                      Commission, Washington, D.C. under the
1-800-223-2532                          Securities Act of 1933 and the
PaineWebber Incorporated                Investment Company Act of 1940, and to
1200 Harbor Boulevard                   which reference is hereby made.
Weehawken, N.J. 07087                   No person is authorized to give any
(201) 902-3000                          information or to make any
Prudential Securities Incorporated      representations with respect to this
One Seaport Plaza                       investment company not contained in this
199 Water Street                        Prospectus; and any information or
New York, N.Y. 10292                    representation not contained herein must
(212) 776-1000                          not be relied upon as having been
Dean Witter Reynolds Inc.               authorized. This Prospectus does not
Two World Trade Center--59th Floor      constitute an offer to sell, or a
New York, N.Y. 10048                    solicitation of an offer to buy,
(212) 392-2222                          securities in any state to any person to
EVALUATOR:                              whom it is not lawful to make such offer
Kenny S&P Evaluation Services,          in such state.
a division of J. J. Kenny Co., Inc.
65 Broadway
New York, N.Y. 10006
INDEPENDENT ACCOUNTANTS:
Deloitte & Touche LLP
2 World Financial Center
9th Floor
New York, N.Y. 10281-1414
TRUSTEE:
The Bank of New York
(a New York Banking Corporation)
Unit Investment Trust Department
P.O. Box 974
Wall Street Station
New York, N.Y. 10268-0974
1-800-221-7771

 
                                                      11709--9/95
<PAGE>
                             DEFINED ASSET FUNDS--
                             CORPORATE INCOME FUND
                       CONTENTS OF REGISTRATION STATEMENT
This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
 
     The facing sheet of Form S-6.
 
     The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to Post-Effective Amendment No. 5 to the Registration Statement on Form
S-6 of The Corporate Income Fund, Eighty-First Monthly Payment Series, 1933 Act
File No. 2-63010).
 
     The Prospectus.
 
     The Signatures.
 
The following exhibits:
 
     4.1  --Consent of the Evaluator.
 
     5.1  --Consent of independent accountants.
 
     9.1  --Information Supplement (incorporated by reference to Exhibit 9.1 to
            the Registration Statement of Corporate Income Fund Intermediate
            Term Series 54, 1933 Act File No. 33-57973).
 
                                      R-1
<PAGE>
                             DEFINED ASSET FUNDS--
                             CORPORATE INCOME FUND
                       CASH OR ACCRETION BOND SERIES--11
                                   SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--CORPORATE INCOME FUND, CASH OR ACCRETION BOND SERIES--11 (A
UNIT INVESTMENT TRUST), CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR
EFFECTIVENESS OF THIS REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE
SECURITIES ACT OF 1933 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR
AMENDMENT TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW
YORK ON THE 30TH DAY OF AUGUST, 1995.
 
             SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
 
     A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
 
     A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
 
                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR
 

By the following persons, who constitute a majority of      Powers of Attorney
  the Board of Directors of Merrill Lynch, Pierce,            have been filed
  Fenner & Smith Incorporated:                                under
                                                              Form SE and the
                                                              following 1933 Act
                                                              File
                                                              Number: 33-43466
                                                              and 33-51607

 
      HERBERT M. ALLISON, JR.
      BARRY S. FREIDBERG
      EDWARD L. GOLDBERG
      STEPHEN L. HAMMERMAN
      JEROME P. KENNEY
      DAVID H. KOMANSKY
      DANIEL T. NAPOLI
      THOMAS H. PATRICK
      JOHN L. STEFFENS
      DANIEL P. TULLY
      ROGER M. VASEY
      ARTHUR H. ZEIKEL
      By
       ERNEST V. FABIO
       (As authorized signatory for Merrill Lynch, Pierce,
       Fenner & Smith Incorporated and
       Attorney-in-fact for the persons listed above)
 
                                      R-3
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR
 

By the following persons, who constitute a majority of      Powers of Attorney
  the Board of Directors of Prudential Securities             have been filed
  Incorporated:                                               under Form SE and
                                                              the following 1933
                                                              Act File Number:
                                                              33-41631

 
      ALAN D. HOGAN
      GEORGE A. MURRAY
      LELAND B. PATON
      HARDWICK SIMMONS
      By
       WILLIAM W. HUESTIS
       (As authorized signatory for Prudential Securities
       Incorporated and Attorney-in-fact for the persons
       listed above)
 
                                      R-4
<PAGE>
                               SMITH BARNEY INC.
                                   DEPOSITOR
 

By the following persons, who constitute a majority of      Powers of Attorney
  the Board of Directors of Smith Barney Inc.:                have been filed
                                                              under the 1933 Act
                                                              File Number:
                                                              33-49753 and
                                                              33-51607

 
      STEVEN D. BLACK
      JAMES BOSHART III
      ROBERT A. CASE
      JAMES DIMON
      ROBERT DRUSKIN
      ROBERT F. GREENHILL
      JEFFREY LANE
      JACK L. RIVKIN
 
      By GINA LEMON
       (As authorized signatory for
       Smith Barney Inc. and
       Attorney-in-fact for the persons listed above)
 
                                      R-5
<PAGE>
                           DEAN WITTER REYNOLDS INC.
                                   DEPOSITOR
 

By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Number: 33-17085
  Reynolds Inc.:

 
      NANCY DONOVAN
      CHARLES A. FIUMEFREDDO
      JAMES F. HIGGINS
      STEPHEN R. MILLER
      PHILIP J. PURCELL
      THOMAS C. SCHNEIDER
      WILLIAM B. SMITH
      By
       MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)
 
                                      R-6
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR
 

By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under
  the Executive Committee of the Board      the following 1933 Act File
  of Directors of PaineWebber               Number: 33-55073
  Incorporated:

 
      JOSEPH J. GRANO, JR.
      DONALD B. MARRON
      By
       ROBERT E. HOLLEY
       (As authorized signatory for
       PaineWebber Incorporated
       and Attorney-in-fact for the persons listed above)
 
                                      R-7




                                                                     EXHIBIT 4.1
 
                                INTERACTIVE DATA
                                  a company of
                        The Dun & Bradstreet Corporation
                                 14 WALL STREET
                            NEW YORK, NEW YORK 10005
                                 (212) 306-6596
                                FAX 212-306-6698
 
August 30, 1995
 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Unit Investment Trust Division
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Bank of New York
101 Barclay Street
New York, New York 10286

 
Re: Defined Asset Funds--Corporate Income Fund
     Cash or Accretion Bond Series--11
     (A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
    Under the Securities Act of 1933, File No. 33-10815)
 
Gentlemen:
 
     We have examined the Registration Statement for the above captioned Fund.
 
     We hereby consent to the reference to Interactive Data Services, Inc. in
the Prospectus contained in the Post-Effective Amendment No. 8 to the
Registration Statement for the above captioned Fund and to the use of the
evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.
 
     You are authorized to file copies of this letter with the Securities and
Exchange Commission.
 
                                          Very truly yours,
                                          JAMES PERRY
                                          Vice President


<TABLE> <S> <C>

<ARTICLE> 6
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          MAY-31-1995
<PERIOD-END>                               MAY-31-1995
<INVESTMENTS-AT-COST>                        5,746,694
<INVESTMENTS-AT-VALUE>                       6,261,743
<RECEIVABLES>                                   11,593
<ASSETS-OTHER>                                  30,889
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,304,225
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     5,654,431
<SHARES-COMMON-STOCK>                        8,974,456
<SHARES-COMMON-PRIOR>                        9,976,085
<ACCUMULATED-NII-CURRENT>                      134,745
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       515,049
<NET-ASSETS>                                 6,304,225
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                               87,110
<OTHER-INCOME>                                 465,791
<EXPENSES-NET>                                  25,220
<NET-INVESTMENT-INCOME>                        527,681
<REALIZED-GAINS-CURRENT>                        46,162
<APPREC-INCREASE-CURRENT>                      148,399
<NET-CHANGE-FROM-OPS>                          722,242
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                       45,103
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                          488,313
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                  1,472,057
<SHARES-REINVESTED>                            470,428
<NET-CHANGE-IN-ASSETS>                       (783,039)
<ACCUMULATED-NII-PRIOR>                        137,932
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustees of
of Defined Asset Funds--Corporate Income Fund--Cash or Accretion Bond Series--11
 
We consent to the use in this Post-Effective Amendment No. 8 to Registration
Statement No. 33-10815 of our opinion dated August 5, 1995 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
 
DELOITTE & TOUCHE LLP
New York, N.Y.
August 30, 1995



<PAGE>
                             DAVIS POLK & WARDWELL
                              450 LEXINGTON AVENUE
                           NEW YORK, NEW YORK  10017
                                 (212) 450-4000


                                                              August 30, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sirs:

        We hereby represent that the Post-Effective Amendments to the registered
unit investment trusts described in Exhibit A attached hereto do not contain
disclosures which would render them ineligible to become effective pursuant to
Rule 485(b) under the Securities Act of 1933.

                                                        Very truly yours,

                                                        Davis Polk & Wardwell

Attachment

<PAGE>

                                   EXHIBIT A
<TABLE>
<CAPTION>




                                                                       1933 ACT   1940 ACT
FUND NAME                                                      CIK     FILE NO.   FILE NO.
- ---------                                                      ---     --------   --------
<S>                                                           <C>      <C>        <C>



DEFINED ASSET FUNDS-CIF CABS-11                               782396   33-10815   811-2295


DEFINED ASSET FUNDS-EIF UCSS-15                               781261   33-44741   811-3044


DEFINED ASSET FUNDS-MCS-27 DAF                                892633   33-49099   811-2843


DEFINED ASSET FUNDS- ITS-232 DAF                              910378   33-53423   811-1777

DEFINED ASSET FUNDS- MPS-542 DAF                              892765   33-53425   811-1777

DEFINED ASSET FUNDS- USTST-1 DAF                              890652   33-48915   811-2810

TOTAL:    6 FUNDS

</TABLE>



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