DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MULTISTATE SER 5L, 497, 1995-06-05

DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MULTISTATE SER 5L
497, 1995-06-05

Previous: HOMEPLEX MORTGAGE INVESTMENTS CORP, DFAN14A, 1995-06-05

Next: FIRST FINANCIAL CARIBBEAN CORP, SC 13D, 1995-06-05

DEFINED
ASSET FUNDSSM

MUNICIPAL INVESTMENT
TRUST FUND

- ------------------------------------------------------------
MULTISTATE SERIES 5L
MINNESOTA TRUST
MISSOURI TRUST
NEW JERSEY TRUST
NEW YORK TRUST
(UNIT INVESTMENT TRUSTS)

PROSPECTUS, PART A
DATED JUNE 2, 1995

SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
PaineWebber Incorporated
Prudential Securities Incorporated

MONTHLY INCOME - TAX-FREE

This Defined Fund consists of separate underlying Trusts, each comprising a
fixed portfolio of Bonds issued by a single state and municipalities, public
authorities and similar entities thereof, or by certain U.S. territories or
possessions. The Fund is formed for the purpose of providing interest income
which in the opinion of counsel is, with certain exceptions, exempt from Federal
income taxes and from certain state and local taxes of the State for which a
Trust is named but may be subject to other state and local taxes. There is no
assurance that this objective will be met because it is subject to the
continuing ability of issuers of the Bonds to meet their principal and interest
requirements and of any insurors to meet their obligations under their insurance
policies. Furthermore, the market value of the underlying Bonds, and therefore
the value of the Units, will fluctuate with changes in interest rates and other
factors.
Minimum Purchase: One Unit
- ------------------------------------------------------------------------

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

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

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

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

With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.

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

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

- --------------------------------------------------------------------------------
CONTENTS

Investment Summary.......................................... A-3
Accountants' Opinion Relating to the Fund................... D-1
Statements of Condition and Portfolios...................... D-2

A-2
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
INVESTMENT SUMMARY
AS OF FEBRUARY 28, 1995, THE EVALUATION DATE

MINNESOTA MISSOURI
TRUST TRUST
--------------- ---------------
FACE AMOUNT OF
BONDS(a)--...............$ 2,865,000 $ 2,015,000
NUMBER OF UNITS--........ 3,086 2,658
FACE AMOUNT OF BONDS PER
UNIT.....................$ 928.38 $ 758.08
FRACTIONAL UNDIVIDED
INTEREST IN TRUST
REPRESENTED BY EACH
UNIT-- 1/3,086th 1/2,658th
PUBLIC OFFERING PRICE
Aggregate bid side
evaluation of Bonds......$ 2,965,527 $ 2,100,264
--------------- ---------------
Divided by Number of
Units..................$ 960.96 $ 790.17
Plus sales charge of
3.504% and 4.809% of
Public Offering Price
(3.632% and 5.053% of
net amount invested
in Bonds)(b) for the
Minnesota and
Missouri Trusts,
respectively......... 34.90 39.92
--------------- ---------------
Public Offering Price
per Unit.............$ 995.86 $ 830.09
(plus cash (plus cash
adjustments and adjustments and
accrued accrued
interest)(c) interest)(c)
SPONSORS' REPURCHASE
PRICE AND
REDEMPTION PRICE PER
UNIT...................$ 960.96 $ 790.17
(based on bid side (plus cash (plus cash
evaluation of Bonds) adjustments and adjustments and
($34.90 and $39.92 per accrued accrued
Unit less than Public interest)(c) interest)(c)
Offering Price) for the
Minnesota and Missouri
Trusts, respectively.
PREMIUM AND DISCOUNT
ISSUES IN PORTFOLIO
Face Amount of Bonds
with bid side
evaluation:
over par-- 87% 100%
at a discount from par-- 13% --
CALCULATION OF ESTIMATED
NET ANNUAL INTEREST
RATE PER UNIT (based on
face amount per Unit)
Annual interest rate
per Unit............... 7.160% 6.851%
Less estimated annual
expenses per Unit
expressed as a
percentage........... .218% .259%
--------------- ---------------
Estimated net annual
interest rate per
Unit................. 6.942% 6.592%
--------------- ---------------
--------------- ---------------
DAILY RATE AT WHICH
ESTIMATED NET
INTEREST ACCRUES PER
UNIT..................... .0192% .0183%
MONTHLY INCOME
DISTRIBUTIONS
Estimated net annual
interest rate per
Unit times face
amount per Unit......$ 64.45 $ 49.98
Divided by 12..........$ 5.37 $ 4.16
TRUSTEE'S ANNUAL FEE AND
EXPENSES PER UNIT(d)
(see Fund Expenses in
Part B)................$ 2.03 $ 1.97
FACE AMOUNT OF BONDS ON
DATE OF DEPOSIT..........$ 3,250,000 $ 3,150,000
MINIMUM VALUE OF TRUST
Trust may be terminated
if value of the Trust
is less than 40% of
Face Amount of Bonds
on the dates of their
deposit. On the
Evaluation Date each
Trust was valued at
the following
percentage of Face
Amount of Bonds on
the dates of their
deposit.............. 91% 66%

- ------------------
(a) Cost of Bonds is set forth under each Portfolio.
(b) This is the maximum Effective Sales Charge on the date stated. The
sales charge will vary depending on the maturities of the underlying Bonds and
will be reduced on a graduated scale for purchases of 250 or more Units (see How
To Buy Units in Part B). Any resulting reduction in the Public Offering Price
will increase the effective returns on a Unit.
(c) For Units purchased or redeemed on the Evaluation Date, accrued
interest is approximately equal to the undistributed net investment income of
the Trust (see Statements of Condition) divided by the number of outstanding
Units, plus accrued interest per Unit to the expected date of settlement (5
business days after purchase or redemption). The amount of the cash adjustment
which is added is equal to the cash per Unit in the Capital Account not
allocated to the purchase of specific Bonds (see How To Buy Units and How To
Sell Units in Part B).
(d) Of this figure, the Trustee receives annually for its service as
Trustee, $0.70 per $1,000 face amount of Bonds. The Trustee's Annual Fee and
Expenses also includes the Portfolio Supervision Fee and Evaluator's Fee set
forth herein (see Fund Expenses in Part B).

A-3
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)

MINNESOTA MISSOURI
TRUST TRUST
-------------- --------------
NUMBER OF ISSUES IN
PORTFOLIO-- 9 6
NUMBER OF ISSUES
BY
SOURCE OF
REVENUE:
Lease Rental-- 1 --
General Obligation-- 1 --
Hospital/Health Care
Facility-- -- 1
Housing-- 1 1
Industrial Development
Revenue-- -- 1(a)
University/College-- 1 1
State/Local Municipal
Utility-- 2 --
Refunded Bonds-- 3 2
NUMBER OF ISSUES RATED BY(b)
STANDARD &
POOR'S/RATING-- AAA-- 2 3
AA-- 1 1
A-- 4 2

MOODY'S/RATING(c)-- Aaa 1 --
A-- 1 --
RANGE OF MATURITIES......... 2007-2017 2008-2021
CONCENTRATIONS(d) EXPRESSED
AS PERCENTAGE OF AGGREGATE
FACE AMOUNT OF PORTFOLIO:
Industrial Development
Revenue................... -- 25%
Refunded Bonds............ 48% 30%
PERCENTAGE OF AGGREGATE FACE
AMOUNT OF PORTFOLIO
COMPRISED OF:
Issuers located in Puerto
Rico...................... 9% 10%
PERCENTAGE OF AGGREGATE FACE
AMOUNT OF PORTFOLIO BACKED
BY INSURANCE(e)............. 32% 22%

- ------------------
(a) This industrial development revenue bond is issued on behalf of a
hospital/healthcare facility.
(b) The ratings assigned by the bond rating agencies may change from time
to time. Certain of the ratings may be provisional or conditional. See
Description of Ratings in Part B.
(c) A Moody's rating is included only if Standard & Poor's has not rated
an issue; this rating has been furnished by the Evaluator but not confirmed by
Moody's.
(d) A Fund is considered to be 'concentrated' in a category when the
Bonds in that category constitute 25% or more of the aggregate face amount of
the Portfolio. See Risk Factors in Part B for a brief description of certain
investment risks relating to these types of Bonds.
(e) See Risk Factors--Bonds Backed by Letters of Credit or Insurance in
Part B.

A-4
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)

NEW JERSEY NEW YORK
TRUST TRUST
-------------- --------------
FACE AMOUNT OF BONDS(a)--...$ 1,720,000 $ 8,830,000
NUMBER OF UNITS............. 3,271 9,349
FACE AMOUNT OF BONDS PER
UNIT........................$ 525.83 $ 944.48
FRACTIONAL UNDIVIDED
INTEREST IN TRUST
REPRESENTED BY EACH UNIT-- 1/3,271st 1/9,349th
PUBLIC OFFERING PRICE
Aggregate bid side
evaluation of Bonds.........$ 1,808,319 $ 9,324,303
-------------- --------------
Divided by Number of
Units.....................$ 552.83 $ 997.36
Plus sales charge of
2.465% and 4.390% of
Public Offering Price
(2.528% and 4.592% of
net amount invested in
Bonds) for the New
Jersey and New York
Trusts, respectively(b)..... 13.98 45.80
-------------- --------------
Public Offering Price per
Unit......................$ 566.81 $ 1,043.16
(plus cash (plus cash
adjustments adjustments
and accrued and accrued
interest)(c) interest)(c)
SPONSORS' REPURCHASE PRICE
AND
REDEMPTION PRICE PER
UNIT......................$ 552.83 $ 997.36
(based on bid side (plus cash (plus cash
evaluation of Bonds) adjustments adjustments
($13.98 and $45.80 per and accrued and accrued
Unit less than Public interest)(c) interest)(c)
Offering Price) for the
New Jersey and New York
Trusts, respectively.
PREMIUM AND DISCOUNT ISSUES
IN PORTFOLIO
Face Amount of Bonds with
bid side evaluation:
over par-- 90% 100%
at a discount from par-- 10% --
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER
UNIT (based on face amount
per Unit)
Annual interest rate per
Unit...................... 7.190% 7.441%
Less estimated annual
expenses per Unit
expressed as a
percentage.............. .329% .155%
-------------- --------------
Estimated net annual
interest rate per
Unit.................... 6.861% 7.286%
-------------- --------------
-------------- --------------
DAILY RATE AT WHICH
ESTIMATED NET INTEREST
ACCRUES PER UNIT............ .0190% .0202%
MONTHLY INCOME DISTRIBUTIONS
Estimated net annual
interest rate per Unit
times face amount per
Unit....................$ 36.08 $ 68.82
Divided by 12.............$ 3.00 $ 5.73
TRUSTEE'S ANNUAL FEE AND
EXPENSES PER UNIT(d) (see
Fund Expenses in Part
B)........................$ 1.73 $ 1.47
FACE AMOUNT OF BONDS ON DATE
OF DEPOSIT................$ 4,000,000 $ 11,000,000
MINIMUM VALUE OF TRUST
Trust may be terminated if
value of the Trust is
less than 40% of Face
Amount of Bonds on the
dates of their deposit.
On the Evaluation Date
each Trust was valued at
the following percentage
of Face Amount of Bonds
on the dates of their
deposit................. 45% 84%

A-5
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
INVESTMENT SUMMARY AS OF THE EVALUATION DATE (CONTINUED)

NEW JERSEY NEW YORK
TRUST TRUST
-------------- --------------
NUMBER OF ISSUERS IN
PORTFOLIO-- 6 8
NUMBER OF ISSUES IN
PORTFOLIO-- 6 9
NUMBER OF ISSUES BY
SOURCE OF
REVENUE:
Solid Waste Disposal-- -- 1
General Obligation-- 1 --
Hospital/Health Care
Facility-- -- 2
Housing-- -- 1
University/College-- 1 2
Refunded Bonds-- 4 3
NUMBER OF ISSUES RATED BY(a)
STANDARD &
POOR'S/RATING-- AAA-- 1 3
AA-- 1 1
A-- 2 2
BBB-- -- 2

MOODY'S/RATING(b)-- Aa -- 1
A-- 1 --
NUMBER OF ISSUES NOT
RATED(c).................. 1 --
RANGE OF MATURITIES......... 2005-2018 2005-2023
CONCENTRATIONS(d) EXPRESSED
AS PERCENTAGE OF AGGREGATE
FACE AMOUNT OF PORTFOLIO:
Refunded Bonds............ 81% 31%
PERCENTAGE OF AGGREGATE FACE
AMOUNT OF PORTFOLIO
COMPRISED OF:
Issuers located in Puerto
Rico...................... 19% 6%

- ------------------
(a) The ratings assigned by the bond rating agencies may change from time
to time. Certain of the ratings may be provisional or conditional. See
Description of Ratings in Part B.
(b) A Moody's rating is included only if Standard & Poor's has not rated
an issue; this rating has been furnished by the Evaluator but not confirmed by
Moody's.
(c) Issues currently unrated by both Standard & Poor's and Moody's. See
Description of Ratings in Part B.
(d) A Fund is considered to be 'concentrated' in a category when the
Bonds in that category constitute 25% or more of the aggregate face amount of
the Portfolio. See Risk Factors in Part B for a brief description of certain
investment risks relating to these types of Bonds.

A-6
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
INVESTMENT SUMMARY FOR EACH TRUST AS OF THE EVALUATION DATE (CONTINUED)

RECORD DAY
The 10th day of each month.
DISTRIBUTION DAY
The 25th day of each month.
MINIMUM CAPITAL DISTRIBUTION
No distribution need be made from Capital Account
if balance in Account is less than $5.00 per Unit.
INITIAL DATE OF DEPOSIT
January 19, 1989

PORTFOLIO SUPERVISION FEE(a)
Maximum of $0.35 per $1,000 face amount of underlying
Bonds (see Fund Expenses in Part B).
EVALUATOR'S FEE FOR EACH SERIES
Maximum of $13 (see Fund Expenses in Part B).
EVALUATION TIME
3:30 P.M. New York Time.

RISK FACTORS

Investors should consult Risk Factors in Part B for a general summary of
certain investment risks relating to the types of Bonds in the Portfolio. In
addition, following is a brief description of the factors which may affect the
financial condition of the applicable States represented in this Fund, together
with a summary of tax considerations relating to those States.

MINNESOTA RISK FACTORS
The State of Minnesota and other governmental units and agencies, school
systems and entities dependent on government appropriations or economic activity
in Minnesota have, in recent years, suffered cash deficiencies and budgetary
difficulties due to changing economic conditions. Unfavorable economic trends,
such as a renewed recession, and other factors could adversely affect the Debt
Obligations and the value of the Portfolio.
Because the State is consitutionally required to maintain a balanced
budget, the Governor and legislature have frequently found it necessary to take
action to bring the revenues and expenditures of the State back into balance.
Budget proposals for the 1995-1997 biennium will confront the likelihood of
decreased federal aid for programs maintained by the State. Concerns have also
been raised regarding the cost of debt service and the capacity of the State to
authorize additional major bonding.
The outcome of litigation involving the State could also have an impact on
its budget.
General obligation bonds of the State are currently rated AA+ by a Standard
& Poor's, Aa1 by Moody's and AAA by Fitch.

MINNESOTA TAXES
In the opinion of Doherty, Rumble & Butler Professional Association,
Minneapolis, Minnesota, special counsel on Minnesota tax matters, under existing
Minnesota law:
The Minnesota Trust is not an association taxable as a corporation for
Minnesota income tax purposes. Minnesota imposes its income tax on the
taxable net income of individuals, estates and trusts resident in Minnesota
and on certain nonresident taxpayers having activities or contacts within
Minnesota. Taxable net income is the portion of a taxpayer's Federal
taxable income (subject to certain variations and determined pursuant to
the Internal Revenue Code as amended through December 31, 1993) which is
properly allocable to Minnesota. Exclusion from 'taxable net income' for
Minnesota income tax purposes for individuals, trusts and estates of
interest on most obligations of the State of Minnesota, its political and
governmental subdivisions, municipalities, and governmental agencies and
instrumentalities depends on the availability of a Federal exclusion.
Each Holder of Units in the Minnesota Trust which is an individual,
trust or estate resident in Minnesota will be treated as the owner of a
proportionate, undivided interest in the Minnesota Trust, and the income of
the Minnesota Trust will be treated as the income of such Holders for
Minnesota income tax purposes. Accordingly, interest on Debt Obligations
held by the Minnesota Trust which would be exempt from Federal and
Minnesota income taxation when paid directly to an individual, trust or
estate will be exempt from Minnesota income taxation with respect to such
Holders when received by the Minnesota Trust and distributions of the
proceeds of interest received by the Minnesota Trust on such Debt
Obligations will not be a taxable event under Minnesota law.
Holders of Units of the Minnesota Trust which are individuals, trusts or
estates resident in Minnesota will be required to recognize any taxable
gain or loss realized on the disposition of a Debt Obligation by the
Minnesota Trust (whether by sale, exchange, redemption or payment at
maturity) or upon the disposition by the Holder of Units.
Taxable income for corporations under Minnesota law is computed on the
basis of Federal law with certain modifications. Interest on bonds issued
by the State of Minnesota and its subdivisions, municipalities, agencies
and instrumentalities is generally not exempt from Minnesota taxes measured
by corporate income. Accordingly, no opinion is given with respect to the
Minnesota tax effects of an investment in the Minnesota Trust by
corporations.
The Units of the Minnesota Trust and any of the Debt Obligations held in
the Minnesota Trust are not subject to any property taxes imposed by
Minnesota or its state and local subdivisions. The Units of the

- ---------------
(a) The Sponsors also may be reimbursed for their costs of bookkeeping
and administrative services to the Fund. Portfolio supervision fees deducted in
excess of portfolio supervision expenses may be used for this reimbursement.
Additional deductions for this purpose are currently estimated not to exceed an
annual rate of $0.10 per Unit (see Fund Expenses in Part B).

A-7
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
Minnesota Trust, however, will be subject to the Minnesota estate tax if
held by an individual who is domiciled in Minnesota at death. Investors
should consult with their own personal tax advisors concerning any
potential Minnesota estate tax liability.

MISSOURI RISK FACTORS
The Constitution of Missouri limits the amount of taxes which may be
imposed by the State as well as the amount of taxes, licenses and fees which may
be imposed by local governmental units (such as cities, counties, school
districts, fire protection districts and other similar bodies) in any fiscal
year without voter approval. Thus, in the case of debt obligations of the State,
unless the particular indebtedness is payable from taxes imposed for the payment
of principal and interest on bonds approved by the voters, taxes which may be
necessary to pay such obligations may not be increased beyond the revenue limit
imposed by the Constitution. Similarly, in the case of debt obligations of local
Missouri governmental units, unless the issuance of such indebtedness and the
levy of taxes or imposition of licenses or fees necessary to pay the same are
approved by the required majority of voters, new taxes, licenses or fees may not
be imposed nor existing taxes, licenses or fees increased in order to pay such
indebtedness without voter approval.
Court ordered state funding of desegregation costs in St. Louis and Kansas
City continue as a significant drain on state revenues and in 1994 is expected
to account for close to 10% of total state General Revenue Fund spending.
Defense related business plays an important role in Missouri's economy and
in 1993 St. Louis based McDonnell Douglas Corporation ('MDC'), the largest
employer in the State, was reported to have received the largest dollar volume
of defense contracts in the United States. Recent changes in the levels of
military appropriations and cancellation of weapons programs have resulted in a
30% decrease in MDC's Missouri workforce over the last three years. In the event
further reductions in the level of military appropriations are enacted by the
United States Congress, Missouri, and particularly the St. Louis area, could be
disproportionately affected.
Missouri's general obliation bonds are rated Aaa by Moody's and AAA by
Standard & Poor's.

MISSOURI TAXES
In the opinion of Bryan Cave, St. Louis, Missouri, special counsel on
Missouri tax matters, under existing Missouri law:
For Missouri income tax purposes under Chapter 143 of the Missouri Revised
Statutes, the Missouri Trust will be treated as having the same organizational
characteristics as it is accorded for Federal income tax purposes. In reliance
upon the opinion of Davis Polk & Wardwell, New York, New York, counsel to the
Sponsors, the Missouri Trust is not an association taxable as a corporation
under Missouri law, with the result that the income of the Missouri Trust will
be deemed to be income of the Holders of the Units, and that each Holder of
Units in the Missouri Trust will be treated as the owner of a proportionate,
undivided interest in the Missouri Trust, and the income of the Missouri Trust
will be treated as the income of such Holders.
Income, gains and losses from the Missouri Trust will be required to be
reported as Missouri gross, adjusted gross, distributable or taxable income,
gains or losses of individual, trust or corporate Holders of Units (and partners
in partnerships which are Holders of Units) only when, and to the extent that
such income (i) is included in Federal gross, adjusted gross of taxable income;
(ii) is interest on certain governmental obligations excluded from Federal gross
income by
Section103 of the Internal Revenue Code of 1986, as amended, and is not interest
on obligations of the State of Missouri or any of its political subdivisions or
authorities or obligations issued by the Government of Puerto Rico or by its
authority or by the Government of Guam or by its authority; or (iii) is not
interest on obligations of the United States and its territories and possessions
or of any authority, commission or instrumentality of the United States and its
territories and possessions to the extent exempt from Missouri income taxes
under the laws of the United States. Non-resident individual, trust or corporate
Holders of Units (including non-resident partners in partnerships or
non-resident beneficiaries of trusts which are Holders of Units) may also
exclude income, gains and losses from the Missouri Trust from Missouri gross,
adjusted gross, distributable or taxable income to the extent that such income
is not from sources within Missouri.

NEW JERSEY RISK FACTORS
New Jersey and certain of its public authorities have in recent years
experienced financial difficulties and pressures to a significant degree.
Employment in manufacturing, wholesale and retail trade and construction have
been in decline although gains have been recorded in the services, government,
financial/insurance/real estate and tranportation/communication/public utilities
sectors. The economic recovery in New Jersey is likely to be slow and uneven
becasue some sectors, like commercial and industrial construction, suffer from
excess capacity, and even in rebounding sectors, employers are expected to be
cautious about hiring.
State appropriations of funds are distributed among a diverse group of
public recipients. In 1994, the largest state aid appropriation was provided for
local elementary and secondary education programs, followed by appropriations
for operation of the state government (including the State Legislature,
Judiciary and Executive Office) and other programs including, among others,
correctional facilities and the State Police, higher education and environmental
protection. The effect on these appropriations and other State funding
requirements of Governor Whitman's 1994 personal income tax rate reduction of 5%
cannot yet be evaluated.
The primary method for State financing of capital projects is through the
sale of the general obligation bonds of the State. These bonds are backed by the
full faith and credit of the State. Tax revenues and certain other fees are
pledged to meet the principal and interest payments required to pay the debt
fully. With certain exceptions, no general obligation debt can be issued by the
State without prior voter approval.
General obligation bonds of New Jersey are currently rated Aa1 by Moody's
and AA+ by Standard & Poor's.

A-8
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
NEW JERSEY TAXES
In the opinion of Shanley & Fisher, P.C., Morristown, New Jersey, special
counsel on New Jersey tax matters, under existing New Jersey law:
1. The proposed activities of the Fund will not cause it to be subject to
the New Jersey Corporation Business Tax Act.
2. The income of the Fund will be treated as the income of individuals,
estates and trusts who are the investors in the Fund for purposes of the New
Jersey Gross Income Tax Act, and interest which is exempt from tax under the New
Jersey Gross Income Tax Act when received by the Fund will retain its status as
tax exempt in the hands of such investors. Gains arising from the sale or
redemption by an investor of his Units or from the sale or redemption by the
Fund of any Bond are exempt from taxation under the New Jersey Gross Income Tax
Act, as enacted and construed on the date hereof, to the extent such gains are
attributable to Bonds the interest on which is exempt from tax under the New
Jersey Gross Income Tax Act.
3. Units of the Fund may be subject, in the estates of New Jersey
residents, to taxation under the Transfer Inheritance Tax Law of the State of
New Jersey.

NEW YORK RISK FACTORS
The State of New York and several of its public authorities and
municipalities including, in particular, New York City, continue to face
financial difficulties. For many years, the State accumulated deficits by
extraordinary borrowing, which have been paid off by the issuance of long-term
bonds under legislation limiting future borrowing for deficits. The State
currently projects a potential $259 million budget gap for the fiscal year ended
March 31, 1995 and a $5 billion budget gap for the current fiscal year for which
a budget is still being negotiated. Closing the deficit for future years will be
more difficult because of plans proposed by the State's new Governor to reduce
personal income taxes by 25% during his four-year term and because of potential
decreases in Federal aid. The State's general obligation debt is rated A-by
Standard & Poor's and A by Moody's; at March 31, 1994, approximately $5.4
billion face amount was outstanding. 18 State authorities had an aggregate of
$63.5 billion of debt outstanding at September 30, 1993, of which approximately
$24 billion was State supported.
New York City implemented nearly $3 billion of gap-closing measures for the
current fiscal year; and a $3.1 billion budget gap is projected for the fiscal
year beginning July 1, 1995. New York City bonds are rated A-by Standard &
Poor's and Baa1 by Moody's. At September 30, 1994, approximately $21.7 billion
of New York City bonds (excluding City debt held by The Municipal Assistance
Corporation for the City of New York (MAC)) and approximately $4.1 billion of
MAC bonds were outstanding. Other localities in the State had an aggregate of
approximately $15.7 billion of indebtedness outstanding in 1992.
For decades, the State's economy has grown more slowly than that of the
rest of the nation as a whole. This low growth rate has been attributed, in
part, to the combined State and New York City tax burden which is among the
highest in the U.S. Because their tax structures are particularly sensitive to
economic cycles, both the State and New York City are prone to substantial
budget gaps during periods of economic weakness. Each has suffered a decline in
population and in manufacturing jobs over many years, and has become
particularly dependent on the financial services industry. Unemployment rates,
especially in New York City, have been above the national average for several
years.
Both the State and New York City suffer from long-term structural
imbalances between revenues and expenditures, which historically have been
narrowed through extensive use of non-recurring measures such as bond
refinancings, depletion of reserves, sales of assets, cost-cuts and layoffs.
Except for property taxes, changes in New York City revenue measures require
State approval. Based on the City's current debt and proposed issuances, the
City Comptroller has estimated that by fiscal 1998 debt service will consume
19.5% of New York City's tax revenue. The City is also particularly subject to
unanticipated increases in labor costs, resulting primarily from expiring union
contracts and overtime expense. Both the State and New York City also face
substantial replacement costs for infrastructure (such as roads, bridges and
other public facilities) which has suffered from reduced maintenance
expenditures during various economic declines.
Various municipalities and State and local authorities in New York
(particularly, the Metropolitan Transportation Authority) are dependent to
varying degrees on State and federal aid, and could be adversely affected by the
State's and federal government's actions to balance their budgets. The State's
dependence on federal aid and sensitivity to economic cycles, as well as high
levels of taxes and unemployment, may continue to make it difficult to balance
State and local budgets in the future.

NEW YORK TAXES
In the opinion of Davis Polk and Wardwell, special counsel for the
Sponsors, under existing New York law:
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. Accordingly, each investor will be considered
to have received the interest on his pro rata portion of each Bond when
interest on the Bond is received by the Trust. In the opinion of bond
counsel delivered on the date of issuance of the Bonds, such interest will
be exempt from New York State and City personal income taxes except where
such interest is subject to federal income taxes (see Taxes). A
noncorporate investor in Units of the Trust who is a New York State (and
City) resident will be subject to New York State (and City) personal income
taxes on any gain recognized when he disposes of all or part of his pro
rata portion of a Bond. A noncorporate investor who is not a New York State
resident will not be subject to New York State or City personal income
taxes on any such gain unless such Units are attributable to a business,
trade, profession or occupation carried on in New York. A New York State
(and City) resident should determine his tax basis for his pro rata portion
of each

A-9
<PAGE>
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 5L
Bond for New York State (and City) income tax purposes in the same manner
as for federal income tax purposes. Interest income on, as well as any gain
recognized on the disposition of, an investor's pro rata portion of the
Bonds is generally not excludable from income in computing New York State
and City corporate franchise taxes.

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

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

A-10
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA, MISSOURI, NEW JERSEY AND NEW YORK TRUSTS)

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Defined Asset Funds - Municipal Investment Trust Fund,
Multistate Series 5L (Minnesota, Missouri, New Jersey and New York Trusts):

We have audited the accompanying statements of condition of Defined Asset Funds-
Municipal Investment Trust Fund, Multistate Series 5L (Minnesota, Missouri,
New Jersey and New York Trusts), including the portfolios, as of February 28,
1995 and the related statements of operations and of changes in net assets for
the years ended February 28, 1995, 1994 and 1993. These financial statements
are the responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
February 28, 1995, as shown in such portfolios, were confirmed to us by Bankers
Trust Company, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Defined Asset Funds - Municipal
Investment Trust Fund, Multistate Series 5L (Minnesota, Missouri, New Jersey and
New York Trusts) at February 28, 1995 and the results of their operations and
changes in their net assets for the above-stated years in conformity with
generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
April 24, 1995

D - 1
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA TRUST)

STATEMENT OF CONDITION
As of February 28, 1995

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 2,780,060) (Note 1)............... $ 2,965,527
Accrued interest receivable............................ 45,901
Cash................................................... 2,301
----------

Total trust property................................. $ 3,013,729
==========

NET ASSETS, REPRESENTED BY:
3,086 units of fractional undivided
interest outstanding (Note 3)...................... $ 2,965,548

Undistributed net investment income.................... 48,181 $ 3,013,729
---------- ==========

UNIT VALUE ($ 3,013,729 / 3,086 units )................... $ 976.58
==========
</TABLE>
See Notes to Financial Statements.

D - 2
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA TRUST)

STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income............................ $ 208,779 $ 220,155 $ 222,991
Trustee's fees and expenses................ (3,648) (4,803) (5,036)
Sponsors' fees............................. (1,063) (1,065) (874)
----------- ----------- -----------

Net investment income...................... 204,068 214,287 217,081
----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed................................ 5,774 16,741 3,119
Unrealized appreciation (depreciation) of
investments............................. (131,534) (40,823) 205,469
----------- ----------- -----------

Net realized and unrealized gain (loss) on
investments............................. (125,760) (24,082) 208,588
----------- ----------- -----------

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................. $ 78,308 $ 190,205 $ 425,669
=========== =========== ===========
</TABLE>
See Notes to Financial Statements.

D - 3
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA TRUST)

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income...................... $ 204,068 $ 214,287 $ 217,081
Realized gain on securities sold or
redeemed................................ 5,774 16,741 3,119
Unrealized appreciation (depreciation) of
investments............................. (131,534) (40,823) 205,469
----------- ----------- -----------

Net increase in net assets resulting from
operations.............................. 78,308 190,205 425,669
----------- ----------- -----------

DISTRIBUTIONS TO HOLDERS (Note 2):
Income..................................... (204,515) (214,562) (218,529)
Principal.................................. (81,866) (103,350) (18,857)
----------- ----------- -----------
Total distributions........................ (286,381) (317,912) (237,386)
----------- ----------- -----------

SHARE TRANSACTIONS:
Redemption amounts......................... (25,789) (56,326) (89,355)
----------- ----------- -----------

NET INCREASE (DECREASE) IN NET ASSETS......... (233,862) (184,033) 98,928

NET ASSETS AT BEGINNING OF PERIOD............. 3,247,591 3,431,624 3,332,696

----------- ----------- -----------

NET ASSETS AT END OF PERIOD................... $ 3,013,729 $ 3,247,591 $ 3,431,624
=========== =========== ===========

PER UNIT:
Income distributions during period......... $ 65.90 $ 68.47 $ 68.60
=========== =========== ===========
Principal distributions during period...... $ 26.42 $ 33.21 $ 5.96
=========== =========== ===========
Net asset value at end of period........... $ 976.58 $ 1,043.57 $ 1,084.58
=========== =========== ===========

TRUST UNITS:
Redeemed during period..................... 26 52 86
=========== =========== ===========
Outstanding at end of period............... 3,086 3,112 3,164
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 4
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA TRUST)

NOTES TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

2. DISTRIBUTIONS

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

3. NET CAPITAL

Cost of 3,086 units at Date of Deposit................................ $ 3,122,999
Less sales charge..................................................... 140,535
----------
Net amount applicable to Holders...................................... 2,982,464
Redemption of units - net cost of 164 units redeemed
less redemption amounts (principal)................................ (10,532)
Realized gain on securities sold or redeemed.......................... 27,204
Principal distributions............................................... (219,055)
Unrealized appreciation of investments................................ 185,467
----------

Net capital applicable to Holders..................................... $ 2,965,548
==========

4. INCOME TAXES

As of February 28, 1995, unrealized appreciation of investments, based on cost for Federal
income tax purposes, aggregated $185,467, all of which related to appreciated securities.
The cost of investment securities for Federal income tax purposes was $2,780,060 at
February 28, 1995.
</TABLE>

D - 5
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA TRUST)

PORTFOLIO
As of February 28, 1995
<TABLE><CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon % Maturities(3) Provisions(3) Cost Value(2)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Anoka Cnty, MN. G.O Bridge Bonds, A1(m) $ 230,000 7.250 2009 01/01/1997 $ 230,000 $ 239,646
Ser 1988B @ 100.000

2 City of Minneapolis, MN, Hosp. Aaa(m) 475,000 7.875 2014(5) 12/01/1997 488,015 520,467
Facilities Rfdg. Rev. Bonds @ 102.000
(LifeSpan Inc. Iss.), Ser. 1988-A

3 City of Minneapolis, MN, Conv. Ctr. AAA 500,000 7.750 2011(5) 04/01/1996 516,490 525,790
Sales Tax Rev. Bonds, Ser. 1986 @ 102.000
(AMBAC Ins.)(4)

4 Minnesota State Hsg Fin. Agy, AA+ 290,000 7.000 2016 07/01/1996 274,819 298,726
Single Family Mtg. Bonds Ser. C. @ 102.000

5 Northern Minnesota Pwr. Agy, MN, A 500,000 7.250 2016 01/01/1999 493,750 526,265
Elec. Sys Rev. Bonds, Rfdg. Ser @ 102.000
1989 A

6 Puerto Rico Pub. Buildings Auth, A 175,000 5.000 2017 07/01/1997 125,405 149,959
Pub. Ed. and Hlth Facilities Bonds, @ 100.000
Series H.

7 Southern Minnesota Mun. Pwr. Agy, AAA 410,000 7.125 2015(5) 01/01/1996 404,014 426,134
Pwr Supply Sys. Rev. Bonds. Ser. @ 102.000
1986 C (MBIA Ins.)(4)

8 University of Puerto Rico, Univ. A 95,000 7.750 2007 06/01/1996 97,138 100,955
Sys. Rev. Rfdg. Bonds, Ser.J @ 102.000

9 Western Minnesota Mun. Pwr. Agy., A 190,000 5.500 2015 01/01/1997 150,429 177,585
Pwr. Supply Rev. Rfdg. Bonds.1987 @ 100.000
Ser. A

----------- ----------- -----------
Total $ 2,865,000 $ 2,780,060 $ 2,965,527
=========== =========== ===========
</TABLE>

See Notes to Portfolios on page D - 22.

D - 6
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MISSOURI TRUST)

STATEMENT OF CONDITION
As of February 28, 1995

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 1,891,879) (Note 1)............... $ 2,100,264
Accrued interest receivable............................ 27,186
Cash................................................... 13,407
----------

Total trust property................................. $ 2,140,857
==========

NET ASSETS, REPRESENTED BY:
2,658 units of fractional undivided
interest outstanding (Note 3)...................... $ 2,100,272

Undistributed net investment income.................... 40,585 $ 2,140,857
---------- ==========

UNIT VALUE ($ 2,140,857 / 2,658 units )................... $ 805.44
==========
</TABLE>

See Notes to Financial Statements.

D - 7
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MISSOURI TRUST)

STATEMENTS OF OPERATIONS
<TABLE><CAPTION>

Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------

<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income............................ $ 175,032 $ 204,571 $ 214,691
Trustee's fees and expenses................ (4,212) (5,079) (5,013)
Sponsors' fees............................. (1,060) (1,069) (853)
----------- ----------- -----------

Net investment income...................... 169,760 198,423 208,825
----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed................................ 14,967 38,829
Unrealized appreciation (depreciation) of
investments............................. (103,341) (34,948) 120,509
----------- ----------- -----------

Net realized and unrealized gain (loss) on
investments............................. (88,374) 3,881 120,509
----------- ----------- -----------

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................. $ 81,386 $ 202,304 $ 329,334
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 8
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MISSOURI TRUST)

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income...................... $ 169,760 $ 198,423 $ 208,825
Realized gain on securities sold or
redeemed................................ 14,967 38,829
Unrealized appreciation (depreciation) of
investments............................. (103,341) (34,948) 120,509
----------- ----------- -----------

Net increase in net assets resulting from
operations.............................. 81,386 202,304 329,334
----------- ----------- -----------

DISTRIBUTIONS TO HOLDERS (Note 2):
Income..................................... (172,764) (199,062) (209,731)
Principal.................................. (626,668) (48,956)
----------- ----------- -----------
Total distributions........................ (799,432) (248,018) (209,731)
----------- ----------- -----------

SHARE TRANSACTIONS:
Redemption amounts......................... (147,714) (280,371)
----------- -----------

NET INCREASE (DECREASE) IN NET ASSETS......... (865,760) (326,085) 119,603

NET ASSETS AT BEGINNING OF PERIOD............. 3,006,617 3,332,702 3,213,099
----------- ----------- -----------

NET ASSETS AT END OF PERIOD................... $ 2,140,857 $ 3,006,617 $ 3,332,702
=========== =========== ===========

PER UNIT:
Income distributions during period......... $ 63.14 $ 67.71 $ 68.45
=========== =========== ===========
Principal distributions during period...... $ 234.14 $ 16.93
=========== ===========
Net asset value at end of period........... $ 805.44 $ 1,072.26 $ 1,087.70
=========== =========== ===========

TRUST UNITS:
Redeemed during period..................... 146 260
=========== ===========
Outstanding at end of period............... 2,658 2,804 3,064
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 9
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MISSOURI TRUST)

NOTES TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL

Cost of 2,658 units at Date of Deposit................................ $ 2,679,495
Less sales charge..................................................... 120,577
----------
Net amount applicable to Holders...................................... 2,558,918
Redemption of units - net cost of 492 units redeemed
less redemption amounts (principal)................................ (35,922)
Realized gain on securities sold or redeemed.......................... 59,643
Principal distributions............................................... (690,752)
Unrealized appreciation of investments................................ 208,385
----------

Net capital applicable to Holders..................................... $ 2,100,272
==========

4. INCOME TAXES

As of February 28, 1995, unrealized appreciation of investments, based on cost for Federal
income tax purposes, aggregated $208,385, all of which related to appreciated securities.
The cost of investment securities for Federal income tax purposes was $1,891,879 at
February 28, 1995.
</TABLE>

D - 10
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MISSOURI TRUST)

PORTFOLIO
As of February 28, 1995
<TABLE><CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon % Maturities(3) Provisions(3) Cost Value(2)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 The Ind'l Dev. Auth. of the City of A+ $ 500,000 7.125 2014 06/01/1997 $ 481,535 $ 524,745
Joplin, MO, Hlth. Facilities Rev. @ 102.000
Bonds, Catholic Health Corp. (St.
Johns Regional Med. Ctr., Joplin,
MO, Proj.) Ser. 1987

2 School Dist. of Kansas City, MO, AAA 185,000 7.900 2008(5) 02/01/1998 193,305 202,834
Bldg. Corp. Ins. Leasehold Rev. @ 102.000
Bonds, Ser. 1988 A (The School
Dist. of Kansas City, MO, Cap. Imp.
Proj.) (Financial Guaranty Ins.)(4)

3 Missouri Hsg. Dev. Comm, Hsg Dev. AA+ 465,000 6.600 2021 Currently 424,745 472,189
Bonds (Federally Ins. Mtg. Loans),
Ser 1978.

4 Hlth. and Educ'l Facilities Auth. AAA 410,000 6.500 2013(5) 06/01/1999 370,706 433,444
of the State of Missouri, Hlth. @ 100.000
Facilities Gen Tuition Rev. Bonds
(St. Louis Univ.)

5 Hlth. and Educ'l Facilities Auth of AAA 250,000 6.875 2012 Currently 239,400 258,600
the State of Missouri, Ins Hlth.
Facilities Rfdg. Rev. Bonds (St
Luke's Episcopal-Presbyterian
Hospitals), Ser 1987 (Financial
Guaranty Ins.)(4)

6 University of Puerto Rico, Univ. A 205,000 6.500 2013 06/01/1998 182,188 208,452
Sys Rev. Bonds, Ser.L @ 100.000

----------- ----------- -----------
Total $ 2,015,000 $ 1,891,879 $ 2,100,264
=========== =========== ===========

</TABLE>

See Notes to Portfolios on page D - 22.

D - 11
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW JERSEY TRUST)

STATEMENT OF CONDITION
As of February 28, 1995

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 1,672,223) (Note 1)............... $ 1,808,319
Accrued interest receivable............................ 30,039
Cash................................................... 11,997
----------

Total trust property................................. $ 1,850,355
==========

NET ASSETS, REPRESENTED BY:
3,271 units of fractional undivided
interest outstanding (Note 3)...................... $ 1,810,058

Undistributed net investment income.................... 40,297 $ 1,850,355
---------- ==========

UNIT VALUE ($ 1,850,355 / 3,271 units )................... $ 565.68
==========
</TABLE>

See Notes to Financial Statements.

D - 12
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW JERSEY TRUST)

STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income............................ $ 172,480 $ 210,044 $ 251,298
Trustee's fees and expenses................ (3,779) (4,867) (5,311)
Sponsors' fees............................. (1,203) (1,122) (970)
----------- ----------- -----------

Net investment income...................... 167,498 204,055 245,017
----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed................................ 34,581 17,971 27,469
Unrealized appreciation (depreciation) of
investments............................. (168,220) (43,131) 129,576
----------- ----------- -----------

Net realized and unrealized gain (loss) on
investments............................. (133,639) (25,160) 157,045
----------- ----------- -----------

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................. $ 33,859 $ 178,895 $ 402,062
=========== =========== ===========

</TABLE>

See Notes to Financial Statements.

D - 13
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW JERSEY TRUST)

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income...................... $ 167,498 $ 204,055 $ 245,017
Realized gain on securities sold or
redeemed................................ 34,581 17,971 27,469
Unrealized appreciation (depreciation) of
investments............................. (168,220) (43,131) 129,576
----------- ----------- -----------

Net increase in net assets resulting from
operations.............................. 33,859 178,895 402,062
----------- ----------- -----------

DISTRIBUTIONS TO HOLDERS (Note 2):
Income..................................... (179,106) (204,912) (246,962)
Principal.................................. (805,525) (308,170) (438,637)
----------- ----------- -----------
Total distributions........................ (984,631) (513,082) (685,599)
----------- ----------- -----------

SHARE TRANSACTIONS:
Redemption amounts......................... (198,937) (99,597) (52,134)
----------- ----------- -----------

NET DECREASE IN NET ASSETS.................... (1,149,709) (433,784) (335,671)

NET ASSETS AT BEGINNING OF PERIOD............. 3,000,064 3,433,848 3,769,519
----------- ----------- -----------

NET ASSETS AT END OF PERIOD................... $ 1,850,355 $ 3,000,064 $ 3,433,848
=========== =========== ===========

PER UNIT:
Income distributions during period......... $ 52.53 $ 56.88 $ 67.33
=========== =========== ===========
Principal distributions during period...... $ 238.57 $ 85.51 $ 120.01
=========== =========== ===========
Net asset value at end of period........... $ 565.68 $ 846.52 $ 939.49
=========== =========== ===========

TRUST UNITS:
Redeemed during period..................... 273 111 51
=========== =========== ===========
Outstanding at end of period............... 3,271 3,544 3,655
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 14
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW JERSEY TRUST)

NOTES TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL

Cost of 3,271 units at Date of Deposit................................ $ 3,354,159
Less sales charge..................................................... 150,938
----------
Net amount applicable to Holders...................................... 3,203,221
Redemption of units - net cost of 729 units redeemed
less redemption amounts (principal)................................ 76,385
Realized gain on securities sold or redeemed.......................... 85,386
Principal distributions............................................... (1,691,030)
Unrealized appreciation of investments................................ 136,096
----------

Net capital applicable to Holders..................................... $ 1,810,058
==========

4. INCOME TAXES

As of February 28, 1995, unrealized appreciation of investments, based on cost for Federal
income tax purposes, aggregated $136,096, all of which related to appreciated securities.
The cost of investment securities for Federal income tax purposes was $1,672,223 at
February 28, 1995.
</TABLE>

D - 15
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW JERSEY TRUST)

PORTFOLIO
As of February 28, 1995
<TABLE><CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon % Maturities(3) Provisions(3) Cost Value(2)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 The Marlboro Township Mun. A1(m) $ 260,000 7.000 2018(5) 12/01/1998 $ 249,028 $ 282,560
Utilities Auth., Mommouth Cnty., @ 102.000
NJ, Wtr. Rev. Bonds (Ser. 1988)

2 New Jersey Educ'l Facilities Auth., NR 40,000 7.700 2013(5) 07/01/1998 40,148 44,025
Rev. Bonds, Ramapo College of New @ 102.000
Jersey Issues, Ser. 1988C

3 New Jersey Highway Auth. (Garden AA- 490,000 7.125 2014(5) 01/01/1996 477,407 509,448
State Pkwy.), Sr. Pkwy. Rev. Bonds, @ 102.000
1986 Ser.

4 Commonwealth of Puerto Rico, Pub. A 180,000 5.000 2005 07/01/1997 139,284 167,308
Imp. Rfdg. Bonds, Ser. 1987 (G.O. @ 100.000
Bonds)

5 Rutgers, The State Univ. (The State AAA 600,000 8.125 2017(5) 05/01/1997 633,048 652,452
Univ. of New Jersey), G.O. Bonds, @ 102.000
1987 Ser. A

6 University of Puerto Rico, Univ. A 150,000 6.500 2013 06/01/1998 133,308 152,526
Sys Rev. Bonds, Ser.L @ 100.000

----------- ----------- -----------
Total $ 1,720,000 $ 1,672,223 $ 1,808,319
=========== =========== ===========
</TABLE>

See Notes to Portfolios on page D - 22.

D - 16
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW YORK TRUST)

STATEMENT OF CONDITION
As of February 28, 1995

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 8,624,505) (Note 1)............... $ 9,324,303

Accrued interest receivable............................ 132,110
Cash................................................... 25,808
----------

Total trust property................................. $ 9,482,221
==========

NET ASSETS, REPRESENTED BY:
9,349 units of fractional undivided
interest outstanding (Note 3)...................... $ 9,324,304

Undistributed net investment income.................... 157,917 $ 9,482,221
---------- ==========

UNIT VALUE ($ 9,482,221 / 9,349 units )................... $ 1,014.25
==========
</TABLE>

See Notes to Financial Statements.

D - 17
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW YORK TRUST)

STATEMENTS OF OPERATIONS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income............................ $ 671,962 $ 731,591 $ 759,245
Trustee's fees and expenses................ (10,073) (10,824) (10,631)
Sponsors' fees............................. (2,773) (2,598) (2,374)
----------- ----------- -----------

Net investment income...................... 659,116 718,169 746,240
----------- ----------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Realized gain on securities sold or
redeemed................................ 55,251 67,163 19,793
Unrealized appreciation (depreciation) of
investments............................. (488,895) (123,311) 659,445
----------- ----------- -----------

Net realized and unrealized gain (loss) on
investments............................. (433,644) (56,148) 679,238
----------- ----------- -----------

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS................................. $ 225,472 $ 662,021 $ 1,425,478
=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 18
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW YORK TRUST)

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>
Year Ended Year Ended Year Ended
February 28, February 28, February 28,
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income...................... $ 659,116 $ 718,169 $ 746,240
Realized gain on securities sold or
redeemed................................ 55,251 67,163 19,793
Unrealized appreciation (depreciation) of
investments............................. (488,895) (123,311) 659,445
----------- ----------- -----------

Net increase in net assets resulting from
operations.............................. 225,472 662,021 1,425,478
----------- ----------- -----------

DISTRIBUTIONS TO HOLDERS (Note 2):
Income..................................... (660,950) (718,862) (749,147)
Principal.................................. (370,551) (105,363) (76,610)
----------- ----------- -----------
Total distributions........................ (1,031,501) (824,225) (825,757)
----------- ----------- -----------

SHARE TRANSACTIONS:
Redemption amounts......................... (382,668) (540,087) (211,604)
----------- ----------- -----------

NET INCREASE (DECREASE) IN NET ASSETS......... (1,188,697) (702,291) 388,117

NET ASSETS AT BEGINNING OF PERIOD............. 10,670,918 11,373,209 10,985,092
----------- ----------- -----------

NET ASSETS AT END OF PERIOD................... $ 9,482,221 $10,670,918 $11,373,209
=========== =========== ===========

PER UNIT:
Income distributions during period......... $ 69.80 $ 71.99 $ 72.79
=========== =========== ===========
Principal distributions during period...... $ 38.90 $ 10.47 $ 7.48
=========== =========== ===========
Net asset value at end of period........... $ 1,014.25 $ 1,098.40 $ 1,114.69
=========== =========== ===========

TRUST UNITS:
Redeemed during period..................... 366 488 198
=========== =========== ===========
Outstanding at end of period............... 9,349 9,715 10,203

=========== =========== ===========
</TABLE>

See Notes to Financial Statements.

D - 19
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW YORK TRUST)

NOTES TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL

Cost of 9,349 units at Date of Deposit................................ $ 9,593,089
Less sales charge..................................................... 431,688
----------
Net amount applicable to Holders...................................... 9,161,401
Redemption of units - net cost of 1,651 units redeemed
less redemption amounts (principal)................................ (106,394)
Realized gain on securities sold or redeemed.......................... 176,497
Principal distributions............................................... (606,998)
Unrealized appreciation of investments................................ 699,798
----------

Net capital applicable to Holders..................................... $ 9,324,304
==========

4. INCOME TAXES

As of February 28, 1995, unrealized appreciation of investments, based on cost for Federal
income tax purposes, aggregated $699,798, all of which related to appreciated securities.
The cost of investment securities for Federal income tax purposes was $8,624,505 at
February 28, 1995.
</TABLE>

D - 20
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (NEW YORK TRUST)

PORTFOLIO
As of February 28, 1995
<TABLE><CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon % Maturities(3) Provisions(3) Cost Value(2)
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 Town of Hempstead Ind'l Dev. Agy. A"P" $ 1,330,000 7.375 2005 12/01/1996 $ 1,277,279 $ 1,370,166
(Hempstead, NY), Resource Recovery @ 102.000
Rev. Bonds (1985 American REF-FUEL
Co. of Hempstead Proj.)

2 Metropolitan Transp Auth. NY AAA 1,100,000 8.500 2017(5) 07/01/1997 1,172,490 1,210,594
Transit Facilities 1987 Svc. @ 102.000
Contract Bonds, Ser.I

3 Dormitory Auth. of the State of New BBB 1,115,000 6.500 2015 Currently 981,713 1,115,156
York, City Univ. Sys. Consolidated
Rev. Bonds. Ser 1986A

4 New York State Hsg. Fin. Agy., AAA 1,230,000 8.000 2006(5) 11/01/1998 1,272,484 1,379,113
Special Oblg. Bonds (State @ 102.000
University), 1988 Ser. A

5 New York State Med. Care AA 1,155,000 7.625 2023 02/15/1998 1,155,000 1,236,705
Facilities Fin. Agy., Hosp. and @ 102.000
Nursing Home FHA Insured Mtg. Rev.
Bonds, 1988 Ser. A

6 New York State, Mtg. Agy., Mtg. Rev. Aa(m) 1,280,000 6.875 2017 10/01/1996 1,193,600 1,307,763
Bonds, Eighth Ser. A @ 102.000

7 University of Puerto Rico, Univ. A 505,000 6.500 2013 06/01/1998 448,799 513,504
Sys Rev. Bonds, Ser.L @ 100.000

8 New York State Med. Care Facilities AAA* 420,000 7.700 2018(5) 02/15/1998 423,066 459,585
Fin. Agy., Mental Hlth. Services @ 102.000
Facilities Improvement Rev. Bonds,
1988 Ser. A BBB+ 695,000 7.700 2018 02/15/1998 700,074 731,717
@ 102.000

----------- ----------- -----------
Total $ 8,830,000 $ 8,624,505 $ 9,324,303
=========== =========== ===========
</TABLE>

See Notes to Portfolios on page D - 22.

D - 21
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES 5L (MINNESOTA, MISSOURI, NEW JERSEY AND NEW YORK TRUSTS)

NOTES TO PORTFOLIOS
As of February 28, 1995

<TABLE>
<S> <C>
(1) A description of the rating symbols and their meanings appears under
"Description of Ratings" in this Prospectus, Part B. Ratings, which have
been provided by the Evaluator, are by Standard & Poor's (when available)
or by Moody's Investors Service (as indicated by "m") when Standard & Poor's
ratings are not available. Ratings followed by "*" indicates that continuance
of the rating is contingent upon Standard & Poor's receipt of an executed copy
of the escrow agreement or closing documentation confirming investments and
cashflows. "NR", if applicable, indicates that this security
is not currently rated by either rating service.

(2) See Notes to Financial Statements.

(3) Optional redemption provisions, which may be exercised in whole or in part,
are initially at prices of par plus a premium, then subsequently at prices
declining to par. Certain securities may provide for redemption at par prior
or in addition to any optional or mandatory redemption dates or maturity, for
example, through the operation of a maintenance and replacement fund, if
proceeds are not able to be used as contemplated, the project is condemned or
sold or the project is destroyed and insurance proceeds are used to redeem
the securities. Many of the securities are also subject to mandatory sinking
fund redemption commencing on dates which may be prior to the date on which
securities may be optionally redeemed. Sinking fund redemptions are at par
and redeem only part of the issue. Some of the securities have mandatory
sinking funds which contain optional provisions permitting the issuer to
increase the principal amount of securities called on a mandatory redemption
date. The sinking fund redemptions with optional provisions may, and
optional refunding redemptions generally will, occur at times when the
redeemed securities have an offering side evaluation which represents a

premium over par. To the extent that the securities were acquired at a price
higher than the redemption price, this will represent a loss of capital when
compared with the Public Offering Price of the Units when acquired.
Distributions will generally be reduced by the amount of the income which
would otherwise have been paid with respect to redeemed securities and there
will be distributed to Holders any principal amount and premium received on
such redemption after satisfying any redemption requests for Units received
by the Fund. The estimated current return may be affected by redemptions.
The tax effect on Holders of redemptions and related distributions is
described under "Taxes" in this Prospectus, Part B.

(4) Insured by the indicated municipal bond insurance company. See "Risk Factors
- Insured Obligations" in this Prospectus, Part B.

(5) Bonds with an aggregate face amount of $1,385,000, $595,000, $1,390,000 and
$2,750,000 for the Minnesota, Missouri, New Jersey and New York Trusts,
respectively, have been pre-refunded and are expected to be called for
redemption on the optional redemption provision dates shown.
</TABLE>

D - 22

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

12345678
<PAGE>

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

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

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

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

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

Index

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

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

FUND DESCRIPTION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

INCOME, DISTRIBUTIONS AND REINVESTMENT

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

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

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

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

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

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

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

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<CAPTION>
UNITS PURCHASED ON FOURTH ANNIVERSARY OF FUND

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

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

SECONDARY MARKET

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

EFFECTIVE SALES CHARGE

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

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

<PAGE>

DEFINED
ASSET FUNDSSM

SPONSORS: MUNICIPAL INVESTMENT
Merrill Lynch, TRUST FUND
Pierce, Fenner & Smith Incorporated Multistate Series 5L
Defined Asset Funds (Unit Investment Trusts)
P.O. Box 9051 PROSPECTUS PART A
Princeton, N.J. 08543-9051 This Prospectus consists of a Part A and
(609) 282-8500 a Part B. The Prospectus does not
Smith Barney Inc. contain all of the information with
Unit Trust Department respect to the investment company set
388 Greenwich Street--23rd Floor forth in its registration statement and
New York, NY 10013 exhibits relating thereto which have
1-800-223-2532 been filed with the Securities and
PaineWebber Incorporated Exchange Commission, Washington, D.C.
1200 Harbor Boulevard under the Securities Act of 1933 and the
Weehawken, N.J. 07087 Investment Company Act of 1940, and to
(201) 902-3000 which reference is hereby made.
Prudential Securities Incorporated No person is authorized to give any
One Seaport Plaza information or to make any
199 Water Street representations with respect to this
New York, N.Y. 10292 investment company not contained in this
(212) 776-1000 Prospectus; and any information or
EVALUATOR: representation not contained herein must
Kenny S&P Evaluation Services, not be relied upon as having been
a division of J. J. Kenny Co., Inc. authorized. This Prospectus does not
65 Broadway constitute an offer to sell, or a
New York, N.Y. 10006 solicitation of an offer to buy,
INDEPENDENT ACCOUNTANTS: securities in any state to any person to
Deloitte & Touche LLP whom it is not lawful to make such offer
2 World Financial Center in such state.
9th Floor
New York, N.Y. 10281-1414
TRUSTEE:
The Chase Manhattan Bank, N.A.
Unit Trust Department
Box 2051
New York, N.Y. 10081
1-800-323-1508

12599--6/95