DEFINED ASSET FUNDS CORPORATE INCOME FD INTERM TERM SER 31
485BPOS, 1996-01-17
Previous: LB SERIES FUND INC/, 485BPOS, 1996-01-17
Next: MARIETTA CORP, PRER14A, 1996-01-17





    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1996
 
                                                       REGISTRATION NO. 33-42205
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                   ------------------------------------------
 
                         POST-EFFECTIVE AMENDMENT NO. 4
                                       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
                          INTERMEDIATE TERM SERIES--31
                           (A UNIT INVESTMENT TRUST)
 
B. NAMES OF DEPOSITORS:
 
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                               SMITH BARNEY INC.
                       PRUDENTIAL SECURITIES INCORPORATED
                           DEAN WITTER REYNOLDS INC.
                            PAINEWEBBER INCORPORATED
 
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

 

  PRUDENTIAL SECURITIES  PAINEWEBBER INCORPORATED DEAN WITTER REYNOLDS INC.
      INCORPORATED          1285 AVENUE OF THE         TWO WORLD TRADE
    ONE SEAPORT PLAZA            AMERICAS            CENTER--59TH FLOOR
    199 WATER STREET       NEW YORK, N.Y. 10019     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       DOUGLAS LOWE, ESQ.
      P.O. BOX 9051          388 GREENWICH ST.    130 LIBERTY STREET--29TH
     PRINCETON, N.J.       NEW YORK, N.Y. 10013             FLOOR
       08543-9051                                   NEW YORK, N.Y. 10006
 
                                                         COPIES TO:
   LEE B. SPENCER, JR.       ROBERT E. HOLLEY      PIERRE DE SAINT PHALLE,
    ONE SEAPORT PLAZA        1200 HARBOR BLVD.              ESQ.
    199 WATER STREET       WEEHAWKEN, N.J. 07087    450 LEXINGTON AVENUE
  NEW YORK, N.Y. 10292                              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 January
26, 1996 pursuant to paragraph (b) of Rule 485.  / x /
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                                   DEFINED ASSET FUNDSSM
- --------------------------------------------------------------------------------
 

CORPORATE                     This Defined Fund is a portfolio of preselected
INCOME FUND                   bonds formed to provide a high level of current
INTERMEDIATE TERM             income through investment in a fixed Portfolio of
SERIES--31                    intermediate-term corporate bonds. This income is
(A UNIT INVESTMENT            taxable to U.S. investors, but in the opinion of
TRUST)                        counsel a portion of it is exempt from U.S.
- ------------------------------Federal income taxes, including withholding taxes,
/ / DESIGNED FOR HIGH CURRENT for many foreign investors. There is no assurance
      INCOME                  that this objective will be met because it is
/ / DEFINED PORTFOLIO OF      subject to the continuing ability of issuers of
      CORPORATE BONDS         the bonds to meet their principal and interest
/ / MONTHLY INCOME            requirements. Furthermore, the market value of the
/ / TAX EXEMPT TO FOREIGN     bonds, and therefore the value of the Units, will
      INVESTORS               fluctuate with changes in interest rates and other
                              factors.
                              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 DOCUMENT. ANY REPRESENTATION TO THE
                               CONTRARY IS A CRIMINAL OFFENSE.
                               -------------------------------------------------
SPONSORS:                      PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Merrill Lynch,                 UNLESS ACCOMPANIED BY CORPORATE INCOME FUND
Pierce, Fenner & Smith         PROSPECTUS PART B.
Incorporated                   INVESTORS SHOULD READ BOTH PARTS OF THIS
Smith Barney Inc.              PROSPECTUS CAREFULLY AND RETAIN THEM FOR FUTURE
Prudential Securities          REFERENCE.
Incorporated                   INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
Dean Witter Reynolds Inc.      1-800-221-7771.
PaineWebber Incorporated       PROSPECTUS PART A DATED JANUARY 26, 1996.

 
<PAGE>
- --------------------------------------------------------------------------------
 
Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored over the last 25 years. Each Defined
Asset 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.
 
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited--a
defined portfolio. Most defined bond funds pay interest monthly--defined income.
The portfolio offers a convenient and simple way to invest-- simplicity defined.
 
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
 
o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios
 
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined bond funds are available including: insured funds, double and
triple tax-free funds and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Asset Funds are offered by prospectus
only.
- ----------------------------------------------------------------
Defined Intermediate Term Series
- ----------------------------------------------------------------
 
Our defined portfolio of intermediate term corporate bonds offers you a simple
and convenient way to earn a high level of current monthly income. And by
purchasing Defined Asset Funds, you not only receive professional selection but
also gain the advantage of reduced risk by investing in bonds of several
different issuers.
 
INVESTMENT OBJECTIVE
 
To provide a high level of current income through investment in a fixed
portfolio consisting primarily of intermediate-term corporate bonds.
 
DIVERSIFICATION
 
The Portfolio contains 10 bonds with an estimated average life of about 6 years.
Spreading your investment among different issuers reduces your risk, but does
not eliminate it. Because of maturities, sales or other dispositions of bonds,
the size, composition and return of the Portfolio will change over time. The
Fund was created November 1, 1991. The information in this prospectus is as of
October 31, 1995, the evaluation date.
 
- ----------------------------------------------------------------
Defining Your Portfolio
- ----------------------------------------------------------------
 
PROFESSIONAL SELECTION AND SUPERVISION
 
The Portfolio contains a variety of bonds selected by experienced buyers and
research analysts. The Fund is not actively managed; however, it is regularly
reviewed and a bond can be sold if retaining it is considered detrimental to
investors' interests.
 
TYPES OF BONDS
 
The Portfolio consists of bonds issued by 10 different corporate issuers.
 
                                           APPROXIMATE
     ISSUERS                      PORTFOLIO PERCENTAGE
 
/ / Consumer Goods                         16%
/ / Financial                              83%
/ / Manufacturing                           1%
PREMIUM AND DISCOUNT ISSUES
 
On the evaluation date, 84% of the bonds were valued at a premium over par and
16% at a discount from par (see Risk Factors in Part B).
 
BOND CALL FEATURES
 
It is possible that during periods of falling interest rates, a bond with a
coupon higher than current market rates will be prepaid or 'called', at the
option of the bond issuer, before its expected maturity. When bonds are
initially callable, the price is usually at a premium to par which then declines
to par over time. Bonds may also be subject to a mandatory sinking fund or have
extraordinary redemption provisions. For example, if the bond's proceeds are not
able to be used as intended the bond may be redeemed. This redemption and the
sinking fund are often at par.
 
CALL PROTECTION
 
Most of the bonds in the portfolio are not subject to optional refunding or call
provisions.
 
TAX INFORMATION
 
In the opinion of special counsel to the Sponsors, 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. This interest is taxable for
U.S. investors but a portion of it is exempt from U.S. Federal income taxes,
including withholding taxes, for many foreign investors because some of the
bonds were issued after July 18, 1984. (See Taxes in Part B.)
 
                                      A-2
<PAGE>
- ---------------------------------------------------------------
Defining Your Investment
- ---------------------------------------------------------------
 
PUBLIC OFFERING PRICE PER UNIT                     $1,149.04
 
The Public Offering Price as of October 31, 1995, the evaluation date, is based
on the aggregate bid side value of the underlying bonds in the Fund
($16,922,574), divided by the number of units outstanding (15,462) plus a sales
charge of 4.75%. The Public Offering Price on any subsequent date will vary. An
amount equal to principal cash, if any, as well as net accrued but undistributed
interest on the unit is added to the Public Offering Price. The underlying bonds
are evaluated by an independent evaluator at 3:30 p.m. Eastern time on every
business day.
REINVESTMENT OPTION
 
You can elect to automatically reinvest your distributions into a separate
portfolio of corporate bonds. Reinvesting helps to compound your income.
 
PRINCIPAL DISTRIBUTIONS
Principal from sales, redemptions and maturities of bonds in the Fund will be
distributed to investors periodically when the amount to be distributed is more
than $5.00 per unit.
 
TERMINATION DATE
 
The Fund will generally terminate following the maturity date of the last
maturing bond listed in the Portfolio. The Fund may be terminated earlier if the
value is less than 40% of the face amount of bonds deposited. On the evaluation
date the value of the Fund was 94% of the face amount of bonds deposited.
- ---------------------------------------------------------------
Defining Your Risks
- ---------------------------------------------------------------
 
RISK FACTORS
 
Unit price fluctuates and could be adversely affected by increasing interest
rates as well as the financial condition of the issuers of the bonds. Because of
the possible maturity, sale or other disposition of securities, the size,
composition and return of the portfolio may change at any time. Because of the
sales charges, returns of principal and fluctuations in unit price, among other
reasons, the sale price will generally be less than the cost of your units. Unit
prices could also be adversely affected if a limited trading market exists in
any Security to be sold. There is no guarantee that the Fund will achieve its
investment objective.
 
The Fund is concentrated in bonds issued by Financial Institutions and is
therefore dependent to a significant degree on revenues generated from those
particular activities (see Risk Factors in Part B).
 
- ---------------------------------------------------------------
Defining Your Costs
- ---------------------------------------------------------------
 
SALES CHARGES
 
Although the Fund is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                       As a %
                                                 of Secondary
                                                       Market
                                                       Public
                                                 Offering Price
                                                 --------------
Maximum Sales Charge                                    4.75%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                     Per Unit
                                                 --------------
Trustee's Fee                                      $     0.69
Maximum Portfolio Supervision, Bookkeeping and
  Administrative Fees                              $     0.33
Evaluator's Fee                                    $     0.23
Other Operating Expenses                           $     0.15
                                                 --------------
TOTAL                                              $     1.40

 
SELLING YOUR INVESTMENT
 
You may sell your units at any time. Your price is based on the Fund's then
current net asset value (based on the lower, bid side evaluation of the bonds,
as determined by an independent evaluator), plus principal cash, if any, as well
as accrued interest. The per unit bid side redemption and secondary market
repurchase price as of the evaluation date was $1,094.46 ($54.58 less than the
Public Offering Price). There is no fee for selling your units.
- ---------------------------------------------------------------
Defining Your Income
- ---------------------------------------------------------------
 
MONTHLY INTEREST INCOME
 
The Fund pays monthly income, even though the bonds generally pay interest
semi-annually.
 
WHAT YOU MAY EXPECT
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit                         $    7.05
Annual Income per unit:                                 $   84.69

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
                                      A-3
<PAGE>
DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31


REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
of Defined Asset Funds - Corporate Income Fund,
Intermediate Term Series - 31:

We have audited the accompanying statement of condition of Defined Asset Funds -
Corporate Income Fund, Intermediate Term Series - 31, including the portfolio,
as of October 31, 1995 and the related statements of operations and of changes
in net assets for the years ended October 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
October 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, Intermediate Term Series - 31 at October 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.
December 18, 1995


                                                   D - 1
<PAGE>


DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31

STATEMENT OF CONDITION
AS OF OCTOBER 31, 1995

TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $15,427,643)(Note 1).....................                $16,922,574
  Accrued interest receivable......................                    302,516
  Cash.............................................                     74,230
                                                                    -----------

              Total trust property.................                 17,299,320

LESS LIABILITY - Accrued expenses..................                      5,523
                                                                    -----------

NET ASSETS, REPRESENTED BY:
  15,462 units of fractional undivided
    interest outstanding (Note 3)..................  $16,948,554
  Undistributed net investment income..............      345,243
                                                   _____________   $17,293,797
                                                                 ==============

UNIT VALUE ($17,293,797/15,462 units)..............                  $1,118.47
                                                                 ==============


                         See Notes to Financial Statements.


                                                   D - 2
<PAGE>


DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS

                                                    ..........Years Ended October 31,..........
                                                          1995          1994          1993
                                                    ------------------------------------------
<S>                                                <C>           <C>           <C>
INVESTMENT INCOME:
  Interest income..................................   $1,365,483    $1,400,805    $1,533,146
  Trustee's fees and expenses......................      (11,763)      (20,835)      (25,912)
  Sponsors' fees...................................       (2,849)       (5,931)       (5,847)
                                                    ------------------------------------------
  Net investment income............................    1,350,871     1,374,039     1,501,387
                                                    ------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    or redeemed....................................       29,555        76,053       196,787
  Unrealized appreciation (depreciation)
    of investments.................................    1,317,407    (2,405,052)    1,803,296
                                                    ------------------------------------------

  Net realized and unrealized gain (loss)
    on investments.................................    1,346,962    (2,328,999)    2,000,083
                                                    ------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS........................   $2,697,833    $ (954,960)   $3,501,470
                                                    ==========================================
</TABLE>

                                 See Notes to Financial Statements.


                                                   D - 3
<PAGE>


DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31

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

                                                             Years Ended October 31,
                                                         1995          1994          1993
                                                    ------------------------------------------
<S>                                                <C>           <C>           <C>
OPERATIONS:
  Net investment income............................  $ 1,350,871   $ 1,374,039   $ 1,501,387
  Realized gain on securities sold
    or redeemed....................................       29,555        76,053       196,787
  Unrealized appreciation (depreciation)
    of investments.................................    1,317,407    (2,405,052)    1,803,296
                                                    ------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations......................    2,697,833      (954,960)    3,501,470
                                                    ------------------------------------------

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income...........................................   (1,345,031)   (1,375,000)   (1,502,873)
  Principal........................................      (22,076)      (54,972)
                                                    ------------------------------------------
  Total distributions..............................   (1,367,107)   (1,429,972)   (1,502,873)
                                                    ------------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of 535,
  661 and 1,210 units, respectively................     (586,288)     (750,022)   (1,413,525)
                                                    ------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS..............      744,438    (3,134,954)      585,072

NET ASSETS AT BEGINNING OF YEAR....................   16,549,359    19,684,313    19,099,241
                                                    ------------------------------------------
NET ASSETS AT END OF YEAR..........................  $17,293,797   $16,549,359   $19,684,313
                                                    ==========================================
PER UNIT:
  Income distributions during year.................       $84.89        $84.80        $85.22
                                                    ==========================================
  Principal distributions during year..............        $1.38         $3.33
                                                    ==========================================
  Net asset value at end of year...................    $1,118.47     $1,034.53     $1,181.67
                                                    ==========================================
TRUST UNITS OUTSTANDING AT END OF YEAR.............       15,462        15,997        16,658
                                                    ==========================================

</TABLE>
                  See Notes to Financial Statements.


                                                   D - 4
<PAGE>

DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31


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 "How to
          Sell Units - Trustee's Redemption of Units" in this
          Prospectus, Part B.

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

      (c) Interest income is recorded as earned.

  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 "Income,
      Distributions and Reinvestment - Distributions" in
      this Prospectus, Part B.

  3.  NET CAPITAL

Cost of 15,462 units at Date of Deposit........................   $16,162,846
Less sales charge..............................................       646,621
                                                               ---------------
Net amount applicable to Holders...............................    15,516,225
Redemptions of units - net cost of 2,538 units redeemed
  less redemption amounts......................................      (293,600)
Realized gain on securities sold or redeemed...................       308,046
Principal distributions........................................       (77,048)
Unrealized appreciation of investments.........................     1,494,931
                                                               ---------------

Net capital applicable to Holders.............................    $16,948,554
                                                               ===============

  4.  INCOME TAXES

      As of October 31, 1995, unrealized appreciation of investments, based on
      cost for Federal income tax purposes, aggregated $1,494,931 all of which
      related to appreciated securities. The cost of investment securities for
      Federal income tax purposes was $15,427,643 at October 31, 1995.


                                                   D - 5
<PAGE>

DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31


NOTES TO FINANCIAL STATEMENTS


  5.  CHANGE OF TRUSTEE

      On March 1, 1995, The Bank of New York assumed all of the Trustee
      responsibilities from Investors Bank & Trust Company.


                                                   D - 6
<PAGE>


DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31


PORTFOLIO OF THE     TRUST (INSURED)
AS OF OCTOBER 31, 1995
<TABLE>
<CAPTION>
                                     Rating of  Issues(1)                                   Optional
    Portfolio No. and Title of       Moody's    Standard      Face                         Redemption
            Securities               Investors  & Poors      Amount  Coupon  Maturities(3) Provisions         Cost       Value(2)
            ----------               ---------  --------     ------  ------  ------------- -------------      ----       --------
<S>                                  <C>     <C>       <C>          <C>      <C>          <C>          <C>            <C>

 1 American Express, Notes              A1         A+     $ 2,000,000  8.500%    2001       None        $ 2,027,500    $ 2,210,382

 2 BankAmerica Corp., Sub Notes         A3         A        2,000,000  9.625     2001       None          2,090,000      2,282,568

 3 Bankers Trust NY Corp., Sub. Debs.   A3         A        1,500,000  9.500     2000       None          1,603,125      1,675,749

 4 Ford Capital BV, Gtd. Notes          A1         A+       2,000,000  9.375     2001       None          2,062,500      2,273,816

 5 General Motors Corp., Notes          A3         A-         135,000  9.125     2001       None            140,737        151,508

 6 Household Finance Corp., Sr. Sub     A3         A-       2,000,000  9.000     2001       None          2,037,500      2,228,552
   Notes

 7 Morgan Stanley Group, Notes          A1         A+         825,000  8.875     2001       None            842,531        919,396

 8 NCNB Corp., Debs.                    A3         A-       2,000,000  9.125     2001       None          2,035,000      2,255,371

 9 Phillip Morris Inc., Debs.           A1         A        2,500,000  6.000     2001       Currently     2,143,750      2,426,452

10 Westpac Banking Corp., Sub Debs      A2         A          445,000  9.125     2001       None            445,000        498,780


                                                         --------------                               -------------- --------------
TOTAL                                                      $15,405,000                                  $15,427,643     $16,922,574
                                                         ==============                               ============== ==============
        See Notes to Portfolio.
</TABLE>
                                                                          D - 7
<PAGE>


DEFINED ASSET FUNDS - CORPORATE INCOME FUND,
INTERMEDIATE TERM SERIES - 31


NOTES TO PORTFOLIO
AS OF OCTOBER 31, 1995


  (1) A description of the rating symbols and their meanings appears under
      "Description of Ratings" in this Prospectus, Part B. These ratings have
      been provided by the Evaluator. "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.


                                                   D - 8


<PAGE>

                              DEFINED ASSET FUNDS
                             CORPORATE INCOME FUND
                            INTERMEDIATE TERM SERIES
I want to learn more about automatic reinvestment in the Investment Accumulation
Program. Please send me information about participation in the Corporate 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. 1313 NEW YORK, N.Y.                       NECESSARY
                                                                 IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE                                  IN THE
          INVESTMENT ACCUMULATION PROGRAM (CIF)                UNITED STATES
          THE BANK OF NEW YORK
          UNIT INVESTMENT TRUST DEPARTMENT
          P.O. BOX 974
          WALL STREET STATION
          NEW YORK, N.Y. 10268-0974

 
- --------------------------------------------------------------------------------
                            (Fold along this line.)
 
- --------------------------------------------------------------------------------
                            (Fold along this line.)
<PAGE>




 
                            DEFINED ASSET FUNDSSM
                              PROSPECTUS--PART B
                            CORPORATE INCOME FUND
                           CASH OR ACCRETION SERIES
                           INTERMEDIATE TERM SERIES
                                INSURED SERIES
                            MONTHLY PAYMENT SERIES
                          PREFERRED STOCK PUT SERIES
                                SELECT SERIES
 
  THIS PART B OF THE PROSPECTUS MAY NOT BE DISTRIBUTED UNLESS ACCOMPANIED OR
                             PRECEDED BY PART A.
            FURTHER INFORMATION REGARDING THE FUND MAY BE OBTAINED
    WITHIN FIVE DAYS BY WRITING OR CALLING THE TRUSTEE, AT THE ADDRESS AND
       TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF THIS PROSPECTUS.
 
                                    Index
 
                                                          PAGE
Fund Description......................................          1
Risk Factors..........................................          2
How to Buy Units......................................          6
How to Sell Units.....................................          7
Income, Distributions and Reinvestment................          8
Fund Expenses.........................................          9
Taxes.................................................          9

                                                          PAGE
Records and Reports...................................         11
Trust Indenture.......................................         12
Miscellaneous.........................................         12
Exchange Option.......................................         14
Supplemental Information..............................         14
Appendix A--Description of Ratings....................        a-1
Appendix B--Sales Charge Schedules....................        b-1
 
FUND DESCRIPTION
 
BOND PORTFOLIO SELECTION
 
     Professional buyers and research analysts for Defined Asset Funds, with
access to extensive research, generally selected the Bonds for the Portfolio
after considering the Fund's investment objective as well as the quality of
the Bonds (the Bonds were initially rated in the category A or better by at
least one nationally recognized rating organization or had 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. 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. (For Preferred Stock Put
Series, see page 4.)
 
     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 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.
 
                                      1
<PAGE>
 
 
     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, institution
of certain legal proceedings, if the Bond becomes inconsistent with the Fund's
investment objectives, a decline in the price of the Bond or the occurrence of
other market or credit factors 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.
 
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.
 
     The Fund may be concentrated in one or more of types of bonds. 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.
 
UTILITIES
 
     Payments on utility bonds 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.
 
HOSPITAL AND HEALTH CARE FACILITIES
 
     Payments on hospital and health care facility bonds 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 paymentsto health care facilities. Hospitals and
health care facilities are subject to various legal claims by patients and
others and are adversely affected by increasing cost of insurance.
 
BANKS AND OTHER FINANCIAL 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

                                      2
<PAGE>
 
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.
 
TELECOMMUNICATIONS
 
     Payments on bonds of companies in the telecommunications industry,
including local, long-distance and cellular service, the manufacture of
telecommunications equipment, and other ancillary services, are generally
dependant upon the amount and growth of customer demand, the level of rates
permitted to be charged by regulatory authorities and the ability to obtain
periodic rate increases, the effects of inflation on the cost of providing
services and the  rate of technological  innovation. The industry  is
characterized  by increasing competition in  all sectors and extensive
regulation by the Federal Communications Commission and various  state
regulatory authorities.
 
FOREIGN OBLIGORS
 
     On the basis of the best information available to the Sponsors, except as
indicated in Prospectus Part A, under existing law there are no withholding
taxes applicable to any foreign Securities in the Portfolio. Issues of foreign
obligors may involve investment risks that are different from those of
domestic issues, including currency rate fluctuations, future political and
economic developments and the possible imposition of withholding taxes,
exchange controls or other foreign governmental restrictions which might
adversely affect the Fund.
 
INSURED SERIES
 
    Portfolio Insurance.  The Fund  has obtained  portfolio  insurance
('Portfolio Insurance') from either MBIA Insurance Corporation or Financial
Security Assurance Inc. (each referred to as an 'Insurer' or the 'Insurers')
(see The Insurers below) that guarantees the scheduled payments of the
principal of and interest on the Bonds ('Portfolio-Insured Bonds') while they
are owned by the Fund, but does not guarantee the market value of the Bonds or
the value of the Units. Although all Bonds are individually insured, neither
the Fund, the Units nor the Portfolio are insured directly.
 
    Since Portfolio Insurance applies to the Bonds only while they are owned
by the Fund, the value of Portfolio-Insured Bonds (and therefore the value of
the Units) may decline if the credit quality of any Portfolio-Insured Bond is
reduced. Premiums for Portfolio Insurance are payable monthly in advance by
the Trustee on behalf of the Fund. Upon the sale of a Portfolio-Insured Bond
from the Fund, the Trustee has the right, pursuant to an irrevocable
commitment obtained from the Insurer, to obtain insurance to maturity
('Permanent  Insurance') on the  Bond upon the  payment of a single,
predetermined insurance premium from the proceeds of the sale. Accordingly,
any Bond in the Fund is eligible to be sold on an insured basis. The Public
Offering Price does not reflect any element of value for Portfolio Insurance.
The Evaluator will attribute a value to the Portfolio Insurance (including the
right to obtain Permanent Insurance) for the purpose of computing the price or
redemption value of Units only if the Portfolio-Insured Bonds are in default
in the payment of principal or interest or, in the opinion of Defined Asset
Funds research analysts, in significant risk of default.
 
     The Insurers. The claims-paying ability of each Insurer is rated AAA by
Standard & Poor's. Ratings of insurance companies are subject to change at any
time at the discretion of the rating agency. In the event that the rating of
an Insurer is reduced, the Sponsors are authorized to direct the Trustee to
obtain other insurance on behalf of the Fund.
 
     The following summary information relating to the listed insurance
companies has been obtained from publicly available information:
<TABLE><CAPTION>
                                                                           FINANCIAL INFORMATION
                                                                            AS OF JUNE 30, 1995
                                                                          (IN MILLIONS OF DOLLARS)
                                                                  ----------------------------------------
                        NAME                   DATE ESTABLISHED   ADMITTED ASSETS   POLICYHOLDERS' SURPLUS
                        ----                   ----------------   ---------------   ----------------------
<S>                                                <C>            <C>                  <C>
Financial Security Assurance Inc.............           1984        $       776         $       344
MBIA Insurance Corporation...................           1986              3,623               1,165
</TABLE>

     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 
                                      3
<PAGE>

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.
 
CASH OR ACCRETION BOND SERIES AND SELECT SERIES
 
     The Bonds in these Funds are Compound Interest Bonds that initially do
not pay interest. Instead, these Bonds accrue interest until a certain date
(the Payment Commencement Date). Prior to that date, the accrued but unpaid
interest on each Compound Interest Bond is added to principal and compounded,
and additional Units of the Fund are issued and added to the investor's
account on the quarterly or semi-annual Unit Accretion Distribution Days
stated in Part A of the Prospectus. Investors may elect automatic unit
accretion  distributions which will return  to them cash substantially
equivalent to the accrued but unpaid interest on the Compound Interest Bonds.
Notice of your election to have unit accretion distributions liquidated must
be received by the Trustee at least ten days prior to the first Record Day for
Unit Accretion Distribution as to which your election will apply. Compound
Interest Bonds are treated for federal income tax purposes as having original
issue discount, and investors must report as taxable income each year a
portion  of the original issue discount  prior to receiving the cash
attributable to that income (see Taxes in Part A of the Prospectus). In
addition, the value of the Compound Interest Bonds and of the Units may be
subject to greater fluctuations in response to changing interest rates than
bonds that make current interest payments.
 
     The Compound Interest Bonds are backed by collateral primarily composed
of mortgage-backed securities guaranteed as to payment of interest and
principal by U.S. government agencies, including the Government National
Mortgage Association (GNMA), the Federal Home Loan Mortgage Corporation
(FHLMC) and the Federal National Mortgage Association (FNMA). The issuers of
the Compound Interest Bonds are generally limited purpose corporations
organized solely to issue the Bonds.
 
PREFERRED STOCK PUT SERIES
 
     Preferred stocks present less risk than common stocks since dividends
must be paid before holders of common stock of that issuer may receive a
dividend. Preferred stocks do not, however, represent a liability of the
issuer and therefore do not offer as great a degree of protection of capital
or assurance of continued income as corporate bonds.
 
     The preferred stocks in the Fund were acquired from a savings bank or
savings and loan association (the Seller) that had held the preferred stocks
in its portfolio prior to sale to the Sponsors (see Banks and Other Financial
Institutions above). In order to provide liquidity, the Seller has committed
to repurchase any of the preferred stocks on any semi-annual Purchase Date (as
stated in Part A of the Prospectus) (a Liquidity Purchase). The Seller will
also repurchase any preferred stocks if the issuer fails to make any
redemption payments or fails to declare and pay a dividend at the prescribed
dividend rate (a Default Purchase) or if the Seller becomes or is deemed to be
bankrupt or insolvent (an Insolvency Purchase). Investors should realize that
they may have all or part of the principal amount of their investment in Units
returned prior to termination of the Fund if any of these situations occurs.
The Seller will also purchase all the preferred stocks remaining in the Fund
on the Final Disposition Date stated in Part A of the Prospectus (a
Disposition Purchase). These purchase commitments are
 
backed by collateral which may include mortgage-backed securities, municipal
and corporate bonds, U.S. government securities and cash.
 
LITIGATION AND LEGISLATION
 
     The Sponsors do not know of any pending litigation as of the date of this
Prospectus which might reasonably be expected to have a material adverse
effect upon the Fund. At any time litigation may be initiated on a variety of
grounds, or legislation may be enacted, affecting the Bonds in the Fund. In
addition, there can be no assurance that foreign withholding taxes will not be
imposed on interest on Bonds issued by non-U.S. issuers in the future.

                                     4
<PAGE>

PAYMENT OF THE BONDS AND LIFE OF THE FUND
 
     The size and composition of the Portfolio will change over time. Certain
of the Bonds may be 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.
 
     Cash or Accretion Bond Series and Select Series. As periodic payments of
interest and principal and any prepayments of principal are made on the Ginnie
Maes, Freddie Macs and Fannie Maes (the Collateral) backing the Compound
Interest Bonds, all or a portion of the amounts received will be used first to
make principal and interest payments on other bonds issued by the issuers of
the Compound Interest Bonds, until those bonds are fully paid, and then to
make principal and interest payments on the Compound Interest  Bonds.
Therefore, the prepayment rates on the mortgages underlying the Collateral
will affect the principal amount of the Compound Interest Bonds in the Fund
and the ultimate life of the Fund.
 
     All of the mortgages in the pools relating to the Collateral are subject
to prepayment without any significant premium or penalty at the option of the
mortgagors  (i.e., the homeowners). While the mortgages underlying the
Collateral may be amortized over a period from 30 to 15 years, it has been the
experience of the mortgage industry that the average life of comparable
mortgages, owing to prepayments, is much less, perhaps as little as nine and
six years, respectively. Generally speaking, a number of factors, including
mortgage market interest rates and homeowners' mobility, will affect the
average life of the Collateral. Changes in prepayment patterns which are
influenced by changes in housing cycles and mortgage refinancing could
influence yield assumptions used in pricing the securities.
 
     While the value of these mortgage backed securities generally fluctuates
inversely with changes in interest rates, it should be noted that their
potential for appreciation, which could otherwise be expected to result from a
decline in interest rates, may tend to be limited by any increased prepayments
by mortgagors as interest rates decline. Accordingly, the termination of the
Fund might be accelerated as a result of prepayments made as described above.
 
     Early termination of a Fund or early payments of principal may have
important consequences to the investor; e.g., to the extent that Units were
purchased with a view to an investment of longer duration, the overall
investment program of the investor may require readjustment; or the overall
return on investment may be less or greater than anticipated, depending in
part on whether the purchase price paid for Units represented the payment of
an overall premium or a discount, respectively, above or below the stated
principal amounts of the underlying mortgages.
 
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

                                      5
<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 consist of Bonds acquired in
private placements or otherwise that 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 these Bonds 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
 
PUBLIC OFFERING PRICE
 
     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. In the
secondary market (after the initial offering period), the Public Offering
Price is generally based on the bid side evaluation of the Bonds and includes
a sales charge based on the number of Units of the Fund purchased in the
secondary market on the same day by a single purchaser (see Secondary Market
sales charge schedule in Appendix B). Purchases in the secondary market of one
or more Series sponsored by the Sponsors that have the same rates of sales
charge may be aggregated. 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. This procedure may be amended or terminated at
any time without notice. For Preferred Stock Put Series there is no sales
charge and the Public Offering Price is based on the offer side evaluation of
the preferred stocks.
 
     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
purchase of Units to, but not including, the settlement date for Units (less
any prior distributions of interest income to investors). 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. For
Cash or Accretion Bond Series and Select Series, the following Federal
holidays are also not Business Days: Columbus Day, Veteran's Day and Martin
Luther King's birthday. 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 issues have been lower than the offer prices by as much as
1 1/2 or more of face amount in the case of inactively traded issues and as
little as 1/4 of 1% in the case of actively traded issues, but the difference
between the offer and bid prices has 

                                      6
<PAGE>
 
averaged between 1/2 of 1% and 1% 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.
 
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 about 25 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. The Fund
has no back-end load or 12b-1 fees, so there is never a fee for cashing in
your investment (see Appendix B). 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. 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.

                                      7
<PAGE>
 
INCOME, DISTRIBUTIONS AND REINVESTMENT
 
INCOME
 
     Interest or dividends received are 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.
 
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 weighing
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.
 
     ESTIMATED  RATE TO PROJECTED TO MATURITY  (CASH OR ACCRETION BONDS SERIES
AND SELECT  SERIES). Estimated Rate to Projected Maturity of the Compound
Interest Bonds is calculated assuming that the mortgages underlying the Ginnie
Mae, Fannie Mae or Freddie Mac collateral for the Compound Interest Bonds are
prepaid at a certain percentage of a standard prepayment model, that payment
on any Compound Interest Bond is not accelerated due to the default of an
issuer, that the principal amount of the interest-bearing Bonds included in
the Portfolio is distributed when it matures, that interest received on the
interest-bearing Bonds will precisely cover the expenses of the Fund, that
investors do not redeem or sell any Units (including new Units credited in
respect of the aggregate increase in Accreted Principal Amount of the Compound
Interest Bonds) prior to projected maturity of the Fund. If the mortgages
underlying the Ginnie Mae, Fannie Mae or Freddie Mac collateral prepay more
slowly than the specified assumed rates of the prepayment model, the actual
return will be less.
 
     PREFERRED   STOCK PUT  SERIES. Estimated Current  Return shows the
anticipated net annual income rate times the face amount or par or stated
value of the preferred stock, divided by the Public Offering Price. The
estimated net annual income rate per Unit shows the percentage return based on
the face amount or par or stated value per Unit after deducting estimated
annual fees and expenses. The Estimated After-Tax Return assumes that
investors are taxed at the highest current corporate tax rate and that all
dividends distributed to investors will be eligible for the dividends-received
deduction for corporations, and is determined without regard to any capital
gains that may be distributed to investors.
 
DISTRIBUTIONS
 
     Each Unit receives an equal share of any distributions of income net of
estimated expenses. Interest on the Bonds is generally received by the Fund on
a semi-annual or annual basis; dividends on the preferred stocks are
usually paid quarterly. Because interest and dividends are not received at a
constant rate throughout the year, any Income Distribution may be more or less
than the income actually received. To eliminate fluctuations in the Income
Distribution, the Trustee  will advance amounts  necessary to  provide
approximately equal distributions; it will be reimbursed, without interest,
from income received on the Bonds or preferred stocks, as the case may be, but
the Trustee is compensated, in part, by holding the Fund's cash balances in
non-interest bearing accounts. Along with the Income Distributions, the
Trustee will distribute the investor's pro rata share of any principal
received from any disposition of a Bond to the extent available for 
distribution.
 
     The estimated annual income per Unit, after deducting estimated annual
Fund expenses as stated in Part A of the Prospectus, will change as Bonds
mature, are called or sold or otherwise disposed of, as replacement bonds

                                     8
<PAGE>
 
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 Corporate Fund
Accumulation Program, Inc., which is available to investors in certain Series.
The Program is an open-end management investment company whose investment
objective is to obtain a high level of current income by investing in a
diversified portfolio consisting primarily of long-term corporate bonds rated
A or better or with comparable credit characteristics. It should be noted,
however, that interest distributions to foreign investors from this Program
will be subject to U.S. Federal income taxes, including withholding taxes.
Investors participating in the Program will be taxed on their reinvested
distributions in the manner described in Taxes even though distributions are
automatically reinvested. 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. REINVESTMENT IS NOT AVAILABLE TO INVESTORS IN CASH OR ACCRETION BOND
SERIES, PREFERRED STOCK PUT SERIES OR SELECT SERIES.
 
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 maintaining
the Fund's registration statement current with Federal and State authorities,
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 Series of Corporate Income 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. The Trustee's, Sponsors' and Evaluator's
fees may be adjusted for inflation without investors' approval.
 
     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--For all Funds except Preferred Stock Put Series and Monthly Payment
Series structured as regulated investment companies as specified in Part A of
the Prospectus.
 
     The following discussion  addresses only the tax consequences of Units
held as capital assets and does not address the tax consequences of Units held
by dealers, financial institutions or insurance companies. Certain Funds may
contain units of previously issued series of Corporate Income Fund; reference
here to the Fund should be understood to include those previously issued
Series.
 
     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
     'Code').  The total  cost to  an investor  of his  Units, including sales
     charges, is allocated to his pro rata portion of each Bond, in proportion

                                      9
<PAGE>
 
     to the fair market values thereof on the date the investor purchases  his
     Units,  in order to determine  his tax basis for  his pro rata portion of
     each Bond.
 
       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 regardless of whether it is automatically
     reinvested  in the Fund.  An individual investor  who itemizes deductions
     may deduct his pro rata share of fees and other expenses of the Fund only
     to the  extent  that  such  amount together  with  the  investor's  other
     miscellaneous deductions exceeds 2% of his adjusted gross income.
 
        If  an investor's tax basis for his pro rata portion of a Bond exceeds
     the  redemption   price  at   maturity   thereof  (subject   to   certain
     adjustments),  the investor will be considered  to have purchased his pro
     rata portion of the Bond at a  'bond premium'. The investor may elect  to
     amortize  the bond premium prior to the  maturity of the Bond. The amount
     amortized in any year should be applied to offset the investor's interest
     from the Bond and will  result in a reduction of  basis for his pro  rata
     portion of the Bond.
 
        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 or when  he
     sells  or redeems all or some of his Units. Any such taxable gain or loss
     will be capital gain or loss,  except that any gain from the  disposition
     of an investor's pro rata portion of a Bond acquired by the investor at a
     'market  discount' (i.e., where the investor's tax basis for his pro rata
     portion of the Bond (which  includes any original issue discount  accrued
     thereon)  is less than  its stated redemption price  at maturity) will be
     treated as ordinary  income to the  extent the gain  does not exceed  the
     accrued market discount.
 
        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.
 
        Notwithstanding the foregoing, an investor who is a non-resident alien
     individual or a foreign corporation (a 'Foreign Investor') will generally
     not be subject to U.S. federal income taxes, including withholding taxes,
     on the interest income on, or any gain from the sale or other disposition
     of, his  pro rata  portion of  any Bond  provided that  (i) the  interest
     income  or  gain is  not effectively  connected with  the conduct  by the
     Foreign Investor of a trade or business within the United States, (ii) if
     the interest is United  States source income (which  is the case on  most
     Bonds issued by United States issuers), the Bond is issued after July 18,
     1984  and the Foreign Investor does  not own, actually or constructively,
     10% or more of the total combined  voting power of all classes of  voting
     stock  of  the  issuer  of  the Bond  and  is  not  a  controlled foreign
     corporation related  (within the  meaning of  Section 864  (d)(4) of  the
     Code)  to the  issuer of the  Bond, (iii)  with respect to  any gain, the
     Foreign Investor (if an individual) is  not present in the United  States
     for  183  days or  more  during the  taxable  year and  (iv)  the Foreign
     Investor provides the required certification of his status and of certain
     other matters. Withholding  agents will  file with  the Internal  Revenue
     Service  foreign person information returns with respect to such interest
     payments accompanied  by such  certifications. Foreign  Investors  should
     consult  their own  tax advisers  with respect  to United  States federal
     income tax consequences of ownership of Units.
 
        The foregoing  discussion relates  only to  U.S. federal  and  certain
     aspects of New York State and City income taxes. Investors may be subject
     to  taxation in  New York  and other  jurisdictions (including  a Foreign
     Investor's country  of  residence)  and  should  consult  their  own  tax
     advisers in this regard.
 
                                *     *     *
 
     Neither  the Sponsors nor Davis Polk &  Wardwell have made or will make a
review of the facts and circumstances  relating to the issuance of any  Bonds.
To  the best knowledge of the Sponsors, each  Bond will be treated as debt for
tax purposes by the respective issuers. The Internal Revenue Service, however,
is not bound by an  issuer's treatment and may take  the position that a  Bond
has  more equity  than debt  features and,  accordingly, should  be treated as
equity. In the event  of such a recharacterization,  a withholding tax at  the
statutory  rate of 30% (or a lesser  treaty rate) would apply on distributions
to Foreign Investors in respect of that Bond.
 
     Unless otherwise stated in Part A of the Prospectus, the Sponsors believe
that (i) each  of the Bonds,  the interest  on which is  United States source
income (which is the case for most Bonds issued by United States
                                      10
<PAGE>

issuers), was or  will have been  issued after July 18,  1984 and (ii)  interest
on any Bond issued by a non-United States issuer is not subject to any foreign
withholding taxes under current  law. There  can be  no assurance,  however,
that  foreign withholding  taxes  will  not  be  imposed  on  interest  on 
Bonds  issued by non-United States issuers in the future.
 
     After the end  of each calendar  year, the Trustee  will furnish to  each
investor  an annual statement containing  information relating to 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 of any Bond or the  sale by the Fund of  any Bond), and the fees  and
expenses  paid by the  Fund. The Trustee will  also furnish annual information
returns to each investor and to the Internal Revenue Service.
 
RETIREMENT PLANS--CASH AND ACCRETION BOND SERIES AND SELECT SERIES
 
     These Series may  be well  suited for purchase  by Individual  Retirement
Accounts  ('IRAs'), Keogh plans, pension  funds and other qualified retirement
plans, certain of which are briefly described below. Generally, capital  gains
and  income received in  each of the  foregoing plans are  exempt from Federal
taxation. All distributions from such plans are generally treated as  ordinary
income  but may, in some cases, be eligible for special 5 or 10 year averaging
or tax-deferred rollover treatment. Investors  in IRAs, Keogh plans and  other
tax-deferred  retirement plans should  consult their plan  custodian as to the
appropriate disposition of distributions. Investors considering  participation
in  any of  these plans  should review specific  tax laws  related thereto and
should  consult  their  attorneys  or   tax  advisors  with  respect  to   the
establishment  and maintenance of any of  these plans. These plans are offered
by brokerage firms, including  the Sponsor of this  Fund, and other  financial
institutions. Fees and charges with respect to such plans may vary.
 
     Retirement  Plans for the  Self-Employed--Keogh Plans. Units  of the Fund
may  be   purchased  by   retirement  plans   established  for   self-employed
individuals,  partnerships  or unincorporated  companies ('Keogh  plans'). The
assets of a Keogh plan must be held in a qualified trust or other  arrangement
which  meets the  requirements of the  Code. Keogh plan  participants may also
establish separate IRAs  (see below)  to which they  may contribute  up to  an
additional $2,000 per year ($2,250 in a spousal account).
 
     Individual  Retirement  Account--IRA. Any  individual can  make use  of a
qualified IRA  arrangement  for  the  purchase  of  Units  of  the  Fund.  Any
individual  (including one covered by an  employer retirement plan) can make a
contribution in an  IRA equal to  the lesser  of $2,000 ($2,250  in a  spousal
account)  or 100%  of earned  income; such  investment must  be made  in cash.
However, the deductible amount an individual may contribute will be reduced if
the individual's  adjusted gross  income exceeds  $25,000 (in  the case  of  a
single individual), $40,000 (in the case of married individuals filing a joint
return)  or  $200 (in  the case  of  a married  individual filling  a separate
return). Certain transactions which  are prohibited under  Section 408 of  the
Code  will cause all or a  portion of the amount in an  IRA to be deemed to be
distributed  and  subject   to  tax   at  that   time.  Unless   nondeductible
contributions were made in 1987 or a later year, all distributions from an IRA
will be treated as ordinary income but generally are eligible for tax-deferred
rollover  treatment.  Taxable  distributions  made  before  attainment  of age
59 1/2, except in the case of  the participant's death or disability or  where
the amount distributed is part of a series of substantially equal periodic (at
least  annual) payments that are to be  made over the life expectancies of the
participant and his or her beneficiary,  are generally subject to a surtax  in
an amount equal to 10% of the distribution.
 
     Corporate  Pension and Profit-Sharing Plans.  A pension or profit-sharing
plan for employees of a corporation may purchase Units of the Fund.
 
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 

                                      11
<PAGE>

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. 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 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 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.

                                      12
<PAGE>
 
TRUSTEE
 
The Trustee and  its address are  stated on the  back cover of  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 on  the back cover of  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
 
     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.  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, 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.  On
Preferred  Stock Put  Series, the Sponsors  received an  initial placement fee
from the Seller and receive an annual  placement fee equal to a percentage  of
the  price at which the Seller has  committed to purchase the preferred stocks
(the Put Price).
 
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.

                                      13
<PAGE>
 
     Fund  performance may be  compared to 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
 
     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. 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
 
     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.
 
     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 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  writing or  calling the  Trustee shown  on the  back cover  of this
Prospectus, investors will  receive at  no cost to  the investor  supplemental
information   about  the  Fund,  which  has  been  filed  with  the  SEC.  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  insurance  securing  certain  Bonds,  and  general
information about the structure and operation of the Fund.

                                      14
<PAGE>
 
                                  APPENDIX A
 
DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)
 
STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW-HILL, INC.
 
     A  Standard  &  Poor's  rating  on  the  units  of  an  investment  trust
(hereinafter referred to  collectively as  'units' and 'funds')  is a  current
assessment  of creditworthiness  with respect to  the investments  held by the
fund. This assessment takes into  consideration the financial capacity of  the
issuers  and of any guarantors, insurers,  lessees, or mortgagors with respect
to such investments. The assessment, however,  does not take into account  the
extent  to  which fund  expenses  will reduce  payment  to the  Holder  of the
interest and principal required to be  paid on portfolio assets. In  addition,
the  rating is not a  recommendation to purchase, sell,  or hold units, as the
rating does not comment as to market  price of the units or suitability for  a
particular investor.
 
     AAA--Units rated AAA represent interests in funds composed exclusively of
securities that, together with their credit support, are rated AAA by Standard
& Poor's and/or certain short-term investments. This AAA rating is the highest
rating  assigned by Standard & Poor's to  a security. 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
predominantly 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.
 
     *Continuance  of  the  rating  is contingent  upon  S&P's  receipt  of an
executed  copy  of  the  escrow  agreement  during  documentation   confirming
investments and cash flows.
 
     NR--Indicates   that  no  rating  has   been  requested,  that  there  is
insufficient information on  which to base  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 of 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-1
<PAGE>
 
     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.
 
     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 are to 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.
 
FITCH INVESTORS SERVICES, 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, which 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  'I' or a 'J' 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 stress.
 
     A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
 
     A 'I' or a 'J' sign after a rating symbol indicates relative standing  in
its rating.
 
                                     a-2
<PAGE>

                                  APPENDIX B
                    SECONDARY MARKET SALES CHARGE SCHEDULE
<TABLE><CAPTION>
                                                     SALES CHARGE
                                      (GROSS UNDERWRITING PROFIT)
                                     --------------------------------
                                     AS PERCENT OF      AS PERCENT OF  DEALER CONCESSION AS
                                     BID SIDE PUBLIC     NET AMOUNT    PERCENT OF PUBLIC
            NUMBER OF UNITS          OFFERING PRICE        INVESTED      OFFERING PRICE
            ---------------          ---------------    -------------  --------------------
MONTHLY PAYMENT SERIES AND INSURED
SERIES:
<S>                                        <C>             <C>                 <C>
Less than 250......................           5.50%           5.820%              3.575%
250 - 499..........................           4.50            4.712               2.925
500 - 749..........................           3.50            3.627               2.275
750 - 999..........................           2.50            2.564               1.625
1,000 or more......................           2.00            2.041               1.300

INTERMEDIATE SERIES:
Less than 250......................           4.75%           4.987%              3.088%
250 - 499..........................           3.75            3.896               2.438
500 - 749..........................           2.75            2.828               1.788
750 - 999..........................           2.00            2.041               1.300
1,000 or more......................           1.50            1.523               0.975

CASH OR ACCRETION BOND SERIES AND
SELECT SERIES::
Less than 250,000..................           3.50%           3.627%              2.275%
250,000 - 499,999..................           2.75            2.828               1.788
500,000 - 749,999..................           2.00            2.040               1.300
750,000 - 999,999..................           1.50            1.523               0.975
1,000,000 or more..................           1.00            1.010               0.650
 
PREFERRED STOCK PUT SERIES: Units are sold at no sales charge.
</TABLE>

                                     b-1
<PAGE>
















                  THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY
















 
<PAGE>



















                  THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY


















<PAGE>





































                                                                  14100--11/95






<PAGE>

                             DEFINED
                             ASSET FUNDSSM
 

SPONSORS:                               CORPORATE INCOME FUND
Merrill Lynch,                          Intermediate Term Series--31
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 its
199 Water Street                        registration statement and exhibits
New York, N.Y. 10292                    thereto; and any information or
(212) 776-1000                          representation not contained therein
Dean Witter Reynolds Inc.               must not be relied upon as having been
Two World Trade Center--59th Floor      authorized. This Prospectus does not
New York, N.Y. 10048                    constitute an offer to sell, or a
(212) 392-2222                          solicitation of an offer to buy,
EVALUATOR:                              securities in any state to any person to
Interactive Data Services Inc.          whom it is not lawful to make such offer
14 Wall Street                          in such state.
New York, N.Y. 10005
TRUSTEE:
The Bank of New York
(a New York Banking Corporation)
Unit Investment Trust Department
P.O. Box 974
Wall Street Division
New York, N.Y. 10268-0974
1-800-221-7771

 
                                                     14047--01/96
<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 the Registration Statement on Form S-6 of Defined Asset Funds Municipal
Insured Series, 1933 Act File No. 33-54565).
 
     The Prospectus.
 
     The Signatures.
 
The following exhibits:
 
     1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
            October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
            Registration Statement of Municipal Investment Trust Fund,
            Multi-state Series--48, 1933 Act File No. 33-50247).
 
     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
                          INTERMEDIATE TERM SERIES--31
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS CORPORATE INCOME FUND, INTERMEDIATE TERM SERIES--31 (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 17TH DAY OF JANUARY, 1996.
 
             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
 
                          FINANCIAL TIMES INFORMATION
                               A PEARSON COMPANY
                                INTERACTIVE DATA
                                 14 WALL STREET
                            NEW YORK, NEW YORK 10005
                                 (212) 306-6596
                                FAX 212-306-6698
 
January 17, 1996
 

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
     Intermediate Term Series--31
     (A Unit Investment Trust) Units of Fractional Undivided Interest-Registered
    Under the Securities Act of 1933, File No. 33-42205)
 
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. 4 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,
                                          RICHARD D. YOSUA
                                          Vice President


                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Defined Asset Funds--Corporate Income Fund--Intermediate Term Series--31
 
We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 33-42205 of our opinion dated December 18, 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.
January 17, 1996


<TABLE> <S> <C>

<ARTICLE> 6
<MULTIPLIER> 1
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          OCT-31-1995
<PERIOD-END>                               OCT-31-1995
<INVESTMENTS-AT-COST>                       15,427,643
<INVESTMENTS-AT-VALUE>                      16,922,574
<RECEIVABLES>                                  302,516
<ASSETS-OTHER>                                  74,230
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              17,299,320
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        5,523
<TOTAL-LIABILITIES>                              5,523
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    15,453,623
<SHARES-COMMON-STOCK>                           15,462
<SHARES-COMMON-PRIOR>                           15,997
<ACCUMULATED-NII-CURRENT>                      345,243
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     1,494,931
<NET-ASSETS>                                17,293,797
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                            1,365,483
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  14,612
<NET-INVESTMENT-INCOME>                      1,350,871
<REALIZED-GAINS-CURRENT>                        29,555
<APPREC-INCREASE-CURRENT>                    1,317,407
<NET-CHANGE-FROM-OPS>                        2,697,833
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                    1,345,031
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           22,076
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                        535
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         744,438
<ACCUMULATED-NII-PRIOR>                        349,655
<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>                            0.000
<PER-SHARE-NII>                                  0.000
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                             0.000
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                             0.000
<PER-SHARE-NAV-END>                              0.000
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

</TABLE>


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


                                                            December 20, 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-CS TELE-GLOBAL TRUST DAF                  891837   33-49831   811-3044


DEFINED ASSET FUNDS-MITF IS-172                               803829   33-42311   811-1777
DEFINED ASSET FUNDS-MITF IS-182                               803854   33-48877   811-1777
DEFINED ASSET FUNDS-MITF IS-183                               803856   33-48961   811-1777
DEFINED ASSET FUNDS- IS-195 DAF                               803878   33-50003   811-1777
DEFINED ASSET FUNDS-MITF IS-212                               804007   33-55463   811-1777


DEFINED ASSET FUNDS-CIF MPS-309                               891282   33-48997   811-2295


DEFINED ASSET FUNDS-MITF MPS-501                              803708   33-35912   811-1777
DEFINED ASSET FUNDS-MITF MPS-502                              803709   33-36732   811-1777
DEFINED ASSET FUNDS- MPS-548 DAF                              892772   33-55319   811-1777

DEFINED ASSET FUNDS-MITF MSS-16                               891630   33-49033   811-1777
DEFINED ASSET FUNDS- MSS-47 DAF                               895635   33-50067   811-1777
DEFINED ASSET FUNDS- MSS 48 DAF                               895636   33-50247   811-1777
DEFINED ASSET FUNDS-MITF MSS 7T                               847226   33-37210   811-1777


DEFINED ASSET FUNDS-CIF PSPS-4                                758345   2-94667    811-2295

TOTAL:   15 FUNDS

</TABLE>



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission