DEFINED ASSET FUNDS MUNICIPAL INVT TR FD MULTISTATE SER 7I
485BPOS, 1995-09-14
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   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1995
 
                                                       REGISTRATION NO. 33-35807
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                   ------------------------------------------
 
                         POST-EFFECTIVE AMENDMENT NO. 5
                                       TO
                                    FORM S-6
 
                   ------------------------------------------
 
                   FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2
 
                   ------------------------------------------
 
A. EXACT NAME OF TRUST:
 
                             DEFINED ASSET FUNDS--
                        MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES 7I
 
B. NAMES OF DEPOSITORS:
 
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                               SMITH BARNEY INC.
                            PAINEWEBBER INCORPORATED
                       PRUDENTIAL SECURITIES INCORPORATED
                           DEAN WITTER REYNOLDS INC.
 
C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:
 

 MERRILL LYNCH, PIERCE,
     FENNER & SMITH
      INCORPORATED
   DEFINED ASSET FUNDS
  POST OFFICE BOX 9051
     PRINCETON, N.J.
       08543-9051                                     SMITH BARNEY INC.
                                                        388 GREENWICH
                                                     STREET--23RD FLOOR
                                                     NEW YORK, NY 10013

 

PAINEWEBBER INCORPORATED   PRUDENTIAL SECURITIES  DEAN WITTER REYNOLDS INC.
   1285 AVENUE OF THE          INCORPORATED            TWO WORLD TRADE
        AMERICAS             ONE SEAPORT PLAZA       CENTER--59TH FLOOR
  NEW YORK, N.Y. 10019       199 WATER STREET       NEW YORK, N.Y. 10048
                           NEW YORK, N.Y. 10292

 
D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:
 

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

 
The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on February 17, 1995.
 
Check box if it is proposed that this filing will become effective on September
22, 1995 pursuant to paragraph (b) of Rule 485.  / x /
 
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<PAGE>

                                                   DEFINED ASSET FUNDSSM
--------------------------------------------------------------------------------
 

MUNICIPAL INVESTMENT          This Defined Fund consists of fixed portfolios of
TRUST FUND                    long-term bonds issued by a single state and its
MULTISTATE SERIES 7I          local governments and authorities or by certain
(UNIT INVESTMENT              U.S. territories or possessions. Each Trust is
TRUSTS)                       formed to provide interest income which in the
------------------------------opinion of counsel is, with certain exceptions,
/ / DESIGNED FOR DOUBLE       exempt from Federal income taxes and from certain
      TAX-FREE INCOME         state and local taxes of the State for which the
/ / DEFINED PORTFOLIOS OF     Trust is named but may be subject to other state
      MUNICIPAL BONDS         and local taxes. There is no assurance that this
/ / MONTHLY INCOME            objective will be met because it is subject to the
MICHIGAN INSURED TRUST        continuing ability of issuers of the bonds to meet
NEW JERSEY INSURED TRUST      their principal and interest requirements.
NEW YORK INSURED TRUST        Furthermore, the market value of the bonds, and
NORTH CAROLINA TRUST          therefore the value of the Units, will fluctuate
VIRGINIA TRUST                with changes in interest rates and other factors.
                              Certain Trusts may be insured. This insurance
                              guarantees the timely payment of principal and
                              interest on but does not guarantee the market
                              value of the bonds or the value of the Units.
                              Minimum Purchase: One Unit

 

                               -------------------------------------------------
                               THESE SECURITIES HAVE NOT BEEN APPROVED OR
                               DISAPPROVED BY THE SECURITIES AND EXCHANGE
                               COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
                               HAS THE COMMISSION OR ANY STATE SECURITIES
                               COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
                               OF THIS DOCUMENT. ANY REPRESENTATION TO THE
                               CONTRARY IS A CRIMINAL OFFENSE.
                               -------------------------------------------------
SPONSORS:                      PART A OF THIS PROSPECTUS MAY NOT BE DISTRIBUTED
Merrill Lynch,                 UNLESS ACCOMPANIED BY MUNICIPAL INVESTMENT TRUST
Pierce, Fenner & Smith         FUND PROSPECTUS PART B.
Incorporated                   INVESTORS SHOULD READ BOTH PARTS OF THIS
Smith Barney Inc.              PROSPECTUS CAREFULLY AND RETAIN THEM FOR FUTURE
PaineWebber Incorporated       REFERENCE.
Prudential Securities          INQUIRIES SHOULD BE DIRECTED TO THE TRUSTEE AT
Incorporated                   1-800-221-7771.
Dean Witter Reynolds Inc.      PROSPECTUS PART A DATED SEPTEMBER 22, 1995.

 
<PAGE>
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Def ined Asset FundsSM
Defined Asset Funds is America's oldest and largest family of unit investment
trusts, with over $100 billion sponsored since over the last 25 years. Each
Defined Asset Fund is a portfolio of preselected securities. Each portfolio is
divided into 'units' representing equal shares of the underlying assets. Each
unit receives an equal share of income and principal distributions.
 
Defined Asset Funds offer several defined 'distinctives'. You know in advance
what you are investing in and that changes in the portfolio are limited - a
defined portfolio. Most defined bond funds pay interest monthly - defined
income. The portfolio offers a convenient and simple way to invest - simplicity
defined.
 
Your financial professional can help you select a Defined Asset Fund to meet
your personal investment objectives. Our size and market presence enable us to
offer a wide variety of investments. The Defined Asset Funds family offers:
 
  o Municipal portfolios
o Corporate portfolios
o Government portfolios
o Equity portfolios
o International portfolios
 
The terms of Defined Funds are as short as one year or as long as 30 years.
Special defined funds are available including: insured funds, double and triple
tax-free funds and funds with 'laddered maturities' to help protect against
changing interest rates. Defined Asset Funds are offered by prospectus only.
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Defined Multistate Series
----------------------------------------------------------------
 
Our defined portfolios of municipal bonds offer you a simple and convenient way
to earn tax-free monthly income. And by purchasing Defined Asset Funds, you not
only receive professional selection but also gain the advantage of reduced risk
by investing in bonds of several different issuers.
 
INVESTMENT OBJECTIVE
 
To provide interest income exempt from regular federal income taxes through
investment in a fixed portfolio consisting primarily of municipal bonds issued
by or on behalf of a single state and its local governments and authorities.
Units may also be exempt from certain state and local taxes for residents of the
State.
 
DIVERSIFICATION
 
Each Portfolio contains a number of different bond issues. Spreading your
investment among different issuers reduces your risk, but does not eliminate it,
especially since each Portfolio contains bonds of only one State. Because of
maturities, sales or other dispositions of bonds, the size, composition and
return of the Portfolio will change over time.
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Defining Your Portfolio
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PROFESSIONAL SELECTION AND SUPERVISION
 
Each Portfolio contains a variety of bonds selected by experienced buyers and
research analysts. The Fund is not actively managed; however, it is regularly
reviewed and a bond can be sold if retaining it is considered detrimental to
investors' interests.
 
MONTHLY FEDERALLY TAX-FREE INTEREST INCOME
 
Each Portfolio pays monthly income, even though the bonds generally pay interest
semi-annually.
 
INSURANCE
 
The bonds included in certain Trusts are insured. This insurance guarantees the
timely payment of principal and interest on the bonds, but does not guarantee
the value of the bonds or the units. Insurance does not cover accelerated
payments of principal or any increase in interest payments or premiums payable
on mandatory redemptions, including if interest on a bond is determined to be
taxable. (See Bonds Backed by Letters of Credit or Insurance in Part B).
 
BOND CALL FEATURES
 
It is possible that during periods of falling interest rates, a bond with a
coupon higher than current market rates will be prepaid or 'called', at the
option of the bond issuer, before its expected maturity. When bonds are
initially callable, the price is usually at a premium to par which then declines
to par over time. Bonds may also be subject to a mandatory sinking fund or have
extraordinary redemption provisions. For example, if the bond's proceeds are not
able to be used as intended the bond may be redeemed. This redemption and the
sinking fund are often at par.
 
                                      A-2
<PAGE>
CALL PROTECTION
 
Although many bonds are subject to optional refunding or call provisions, we
selected bonds with call protection. This call protection means that any bond in
a Portfolio generally cannot be called for a number of years after the initial
date of deposit (which was July 26, 1990) and thereafter at a declining premium
over par.
 
TAX INFORMATION
 
Based on the opinion of bond counsel, income from the bonds held by this Fund is
generally 100% exempt under existing laws from regular federal income tax and
certain state and local personal income taxes for residents of a particular
State. Any gain on a disposition of the underlying bonds or units will be
subject to tax.
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Defining Your Investment
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PUBLIC OFFERING PRICE
 
The Public Offering Price as of the evaluation date, is based on the aggregate
bid side value of the underlying bonds in the Portfolio, divided by the number
of units outstanding, plus a sales charge. The Public Offering Price on any
subsequent date will vary. An amount equal to net accrued but undistributed
interest on the unit is added to the Public Offering Price. The underlying bonds
are evaluated by an independent evaluator at 3:30 p.m. Eastern time on every
business day.
 
REINVESTMENT OPTION
 
You can elect to automatically reinvest your distributions into a separate
portfolio of federally tax-exempt bonds. Most or all of the bonds in that
portfolio, however, will not be insured or exempt from state and local taxes.
Reinvesting helps to compound your income free of federal income taxes.
 
PRINCIPAL DISTRIBUTIONS
 
Principal from sales, redemptions and maturities of bonds in the Portfolios will
be distributed to investors periodically when the amount to be distributed is
more than $5.00 per unit.
 
SELLING YOUR INVESTMENT
 
You may sell your units at any time. Your price is based on the then current net
asset value of the Portfolio (based on the lower bid side evaluation, as
determined by an independent evaluator), plus accrued interest. There is no fee
for selling your units.
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Defining Your Risks
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RISK FACTORS
 
Unit price fluctuates and could be adversely affected by increasing interest
rates as well as the financial condition of the issuers of the bonds and any
insurance companies backing certain of the bonds. Because of the possible
maturity, sale or other disposition of securities, the size, composition and
return of the portfolio may change at any time. Because of the sales charges,
returns of principal and fluctuations in unit price, among other reasons, the
sale price will generally be less than the cost of your units. Unit prices could
also be adversely affected if a limited trading market exists in any security to
be sold. There is no guarantee that the Fund will achieve its investment
objective.
 
In addition, each Portfolio has fewer bond issues than a national fund, and is
concentrated in bonds of issuers located in only one State. There may be
additional risk from decreased diversification as well as from factors
particular to that State.
 
                                      A-3
<PAGE>
 

--------------------------------------------------------------------------------
                         Defined Michigan Insured Trust
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PORTFOLIO DIVERSIFICATION
 
The Portfolio contains 8 Michigan bond issues.
 
TYPES OF BONDS
 
The Portfolio consists of municipal bonds of the following types:
 

                                                   APPROXIMATE
                                                    PORTFOLIO
                                                   PERCENTAGE
/ / Hospitals/Health Care Facilities                   20%
/ / Housing                                            12%
/ / Refunded Bonds                                     48%
/ / Universities/Colleges                              20%

 
INSURANCE
 
The percentage of the aggregate face amount insured by each insurance company
is:
 

AMBAC Indemnity Corporation                             39%
Financial Guaranty Insurance Company                    25%
MBIA Insurance Corporation                              36%

 
RISK FACTORS
 
The Portfolio is concentrated in Refunded bonds. (See Risk Factors in Part B.)
The Portfolio is also concentrated in bonds of Michigan issuers and is subject
to additional risk from decreased diversification as well as from factors that
may be particular to Michigan, which are briefly described on page A-5.
 
PREMIUM AND DISCOUNT ISSUES
 
On the evaluation date, 88% of the bonds were valued at a premium over par and
12% at a discount from par (see Risk Factors in Part B).
 
TERMINATION DATE
 
The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 79% of the face amount of bonds
deposited.
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Defining Your Income
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WHAT YOU MAY EXPECT
 
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit:                         $    5.51
Annual Income per unit:                                  $   66.14

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
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Defining Your Costs
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PUBLIC OFFERING PRICE
 
As of June 30, 1995, the evaluation date, the Public Offering Price was
$1,100.74, based on the aggregate bid side value of the bonds ($2,794,727),
divided by the number of units outstanding (2,644), plus a maximum sales charge
of 3.97%. An amount equal to net accrued but undistributed interest on the unit
is added to the Public Offering Price.
 
The bid side redemption and secondary market repurchase price as of the
evaluation date was $1,057.01 ($43.73 less than the Public Offering Price).
 
SALES CHARGE
 
Although the Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                          As a %
                                                    of Secondary
                                                   Market Public
                                                   Offering Price
                                                   -----------------
Maximum Sales Charges                                       5.50%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                       Per Unit
                                                   --------------
Trustee's Fee                                        $     0.71
Maximum Portfolio Supervision and Bookkeeping
  Fees                                               $     0.45
Evaluator's Fee                                      $     0.25
Other Operating Expenses                             $     0.66
                                                   --------------
TOTAL                                                $     2.07

 
                                      A-4
<PAGE>
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                            Michigan Taxes and Risks
--------------------------------------------------------------------------------
 
MICHIGAN RISK FACTORS
 
     Due primarily to the fact that the leading sector of the State of
Michigan's economy is the manufacturing of durable goods, economic activity in
the State has tended to be more cyclical than in the nation as a whole. As a
result, any substantial national economic downturn is likely to have an adverse
effect on the economy of the State and on the revenues of the State and some of
its local governmental units. Additionally, the State's economy is reliant, to a
significant degree, upon the auto industry and could be adversely affected by
changes in the auto industry, notably consolidation and plant closings resulting
from competitive pressures and over-capacity. Recently, as well as historically,
the average monthly unemployment rate in the State has been higher than the
average figures for the United States.
 
     On March 15, 1994, the electors of the State voted to amend the State's
Constitution to increase the State sales tax rate from 4% to 6% and to place an
annual cap on property assessment increases for all property taxes. Companion
legislation also cut the State's income tax rate from 4.6% to 4.4%. In addition,
property taxes for school operating purposes have been reduced and school
funding is being provided from a combination of property taxes and state
revenues, some of which are being provided from new or increased State taxes.
The legislation also contains other provisions that may reduce or alter the
revenues of local units of government and tax increment bonds could be
particularly affected.
 
     Constitutional limitations on the amount of total state revenues which may
be raised from taxes and certain other sources may also affect State operations
and revenue sharing to local units of government.
 
     The foregoing financial conditions and constitutional provisions could
adversely affect the market value or marketability of the Michigan obligations
in the Portfolio and indirectly affect the ability of local governmental units
to pay debt service on their obligations.
 
     Michigan's general obligation bonds are rated AA by Moody's and AA by
Standard & Poor's.
 
MICHIGAN TAXES
 
     In the opinion of Miller, Canfield, Paddock and Stone, P.L.C., Detroit,
Michigan, special counsel on Michigan tax matters, under existing Michigan law:
 
     The Trust and the owners of Units will be treated for purposes of the
Michigan income tax laws and the Single Business Tax in substantially the same
manner as they are for purposes of Federal income tax laws, as currently
enacted. Accordingly, we have relied upon the opinion of Messrs. Davis Polk &
Wardwell as to the applicability of Federal income tax under the Internal
Revenue Code of 1986, as amended, to the Trust and investors in the Trust.
 
     Under the income tax laws of the State of Michigan, the Trust is not an
association taxable as a corporation; the income of Trust will be treated as the
income of the investors in the Trust and be deemed to have been received by them
when received by the Trust. Interest on the Bonds in the Trust which is exempt
from tax under the Michigan income tax laws when received by the Trust will
retain its status as tax exempt interest to the investors in the Trust.
 
     For purposes of the Michigan income tax laws, each investor in the Trust
will be considered to have received his pro rata share of interest on each Bond
in the Trust when it is received by the Trust, and each investor will have a
taxable event when the Trust disposes of a Bond (whether by sale, exchange,
redemption or payment at maturity) or when the investor redeems or sells his
Unit, to the extent the transaction constitutes a taxable event for Federal
income tax purposes. The tax cost of each Unit to an investor will be
established and allocated for purposes of the Michigan income tax laws in the
same manner as such cost is established and allocated for Federal income tax
purposes.
 
     Under the Michigan intangibles tax, the Trust is not taxable and the pro
rata ownership of the underlying Bonds as well as the interest thereon, will be
exempt to the investors in the Trust to the extent the Trust consists of
obligations of the State of Michigan or its political subdivisions or
municipalities or obligations of the Government of Puerto Rico, or of any, other
possession, agency or instrumentality of the United States. The Intangibles Tax
is being phased out, with reductions of twenty-five percent (25%) in 1994 and
1995, fifty percent (50%) in 1996, and seventy-five percent (75%) in 1997, with
total repeal effective January 1, 1998.
 
     The Michigan Single Business Tax replaced the tax on corporate and
financial institution income under the Michigan Income Tax, and the intangibles
tax with respect to those intangibles of persons subject to the Single Business
Tax the income from which would be considered in computing the Single Business
Tax. Persons are subject to the Single Business Tax only if they are engaged in
'business activity', as defined in the act. Under the Single Business Tax, both
interest received by the Trust on the underlying Bonds and any amount
distributed from the Trust to
 
                                      A-5
<PAGE>
an investor, if not included in determining taxable income for Federal income
tax purposes, is also not included in the adjusted tax base upon which the
Single Business Tax is computed, of either the Trust or the investors. If the
Trust or the investors have a taxable event for Federal income tax purposes,
when the Trust disposes of a Bond (whether by sale, exchange, redemption or
payment at maturity) or the investor redeems or sells his Unit, an amount equal
to any gain realised from such taxable event which was included in the
computation of taxable income for Federal income tax purposes (plus an amount
equal to any capital gain of an individual realised in connection with such
event but deducted in computing that individual's Federal taxable income) will
be included in the tax base against which, after allocation, apportionment and
other adjustments, the Single Business Tax is computed. The tax base will be
reduced by an amount equal to any capital loss realized from such a taxable
event, whether or not the capital loss was deducted in computing Federal taxable
income in the year the loss occurred. Investors should consult their tax advisor
as to their status under Michigan law.
 
     In rendering the above Opinion, special Michigan counsel also advises that,
as the Tax Reform Act of 1986 eliminates the capital gain deduction for tax
years beginning after December 31, 1986, the Federal adjusted gross income, the
computation base for the Michigan income tax, of an investor will be increased
accordingly to the extent such capital gains are realized when the Trust
disposes of a Bond or when the investor redeems or sells a Unit, to the extent
such transaction consititutes a taxable event for Federal income tax purposes.
 
                                      A-6
<PAGE>
 

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                        Defined New Jersey Insured Trust
--------------------------------------------------------------------------------

 
PORTFOLIO DIVERSIFICATION
 
The Portfolio contains 11 New Jersey bond issues.
 
TYPES OF BONDS
 
The Portfolio consists of municipal bonds of the following types:
 

                                                   APPROXIMATE
                                                    PORTFOLIO
                                                   PERCENTAGE
/ / General Obligation                                 16%
/ / Hospitals/Health Care Facilities                   36%
/ / Municipal Water/Sewer Utilities                    16%
/ / Refunded Bonds                                     32%

 
INSURANCE
 
The percentage of the aggregate face amount insured by each insurance company
is:
 

AMBAC Indemnity Corporation                             27%
Financial Guaranty Insurance Company                    16%
MBIA Insurance Corporation                              57%

 
RISK FACTORS
 
The Portfolio is concentrated in Hospitals/Health Care Facilities bonds and is
therefore dependent to a significant degree on revenues generated from that
particular activity and is also concentrated in Refunded Bonds. (See Risk
Factors in Part B.) The Portfolio is also concentrated in bonds of New Jersey
issuers and is subject to additional risk from decreased diversification as well
as from factors that may be particular to New Jersey, which are briefly
described on page A-8.
 
PREMIUM AND DISCOUNT ISSUES
 
On the evaluation date, 100% of the bonds were valued at a premium over par (see
Risk Factors in Part B).
 
TERMINATION DATE
The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 96% of the face amount of bonds
deposited.
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Defining Your Income
----------------------------------------------------------------
 
WHAT YOU MAY EXPECT
 
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit:                         $    5.58
Annual Income per unit:                                  $   67.05

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
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Defining Your Costs
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PUBLIC OFFERING PRICE
 
As of June 30, 1995, the evaluation date, the Public Offering Price was
$1,115.29, based on the aggregate bid side value of the bonds ($6,759,820),
divided by the number of units outstanding (6,335), plus a maximum sales charge
of 4.32%. An amount equal to net accrued but undistributed interest on the unit
is added to the Public Offering Price.
 
The bid side redemption and secondary market repurchase price as of the
evaluation date was $1,067.06 ($48.23 less than the Public Offering Price).
 
SALES CHARGE
 
Although the Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                          As a %
                                                    of Secondary
                                                   Market Public
                                                   Offering Price
                                                   -----------------
Maximum Sales Charges                                       5.50%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                      Per Unit
                                                  ---------------
Trustee's Fee                                        $    0.71
Maximum Portfolio Supervision and Bookkeeping
  Fees                                               $    0.45
Evaluator's Fee                                      $    0.10
Other Operating Expenses                             $    0.06
                                                  ---------------
TOTAL                                                $    1.32

 
                                      A-7
<PAGE>
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                           New Jersey Taxes and Risks
--------------------------------------------------------------------------------
 
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
because 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 fiscal 1996, 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 cannot yet be evaluated. By a bill signed into law on July
4, 1995, New Jersey personal income tax rates have been reduced so that coupled
with the prior rate reductions, beginning with tax year 1996, personal income
tax rates will be, depending on taxpayers' level of income and filing status,
30%, 15%, or 9% lower than 1993 rates.
 
     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.
 
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.
 
                                      A-8
<PAGE>
 

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                         Defined New York Insured Trust
--------------------------------------------------------------------------------

 
PORTFOLIO DIVERSIFICATION
 
The Portfolio contains 8 New York bond issues.
 
TYPES OF BONDS
 
The Portfolio consists of municipal bonds of the following types:
 

                                                   APPROXIMATE
                                                    PORTFOLIO
                                                   PERCENTAGE
/ / Hospitals/Health Care Facilities                   33%
/ / Refunded Bonds                                     42%
/ / Transit/Transportation                             6%
/ / Universities/Colleges                              19%

 
INSURANCE
 
The percentage of the aggregate face amount insured by each insurance company
is:
 

AMBAC Indemnity Corporation                             7%
Financial Guaranty Insurance Company                    9%
MBIA Insurance Corporation                              84%

 
RISK FACTORS
 
The Portfolio is concentrated in Hospitals/Health Care Facilities bonds and is
therefore dependent to a significant degree on revenues generated from that
particular activity and is also concentrated in Refunded Bonds. (See Risk
Factors in Part B.) The Portfolio is also concentrated in bonds of New York
issuers and is subject to additional risk from decreased diversification as well
as from factors that may be particular to New York, which are briefly described
on page A-10.
 
PREMIUM AND DISCOUNT ISSUES
 
On the evaluation date, 94% of the bonds were valued at a premium over par and
6% at a discount from par (see Risk Factors in Part B).
TERMINATION DATE
 
The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 85% of the face amount of bonds
deposited.
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Defining Your Income
----------------------------------------------------------------
 
WHAT YOU MAY EXPECT
 
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit:                         $    5.70
Annual Income per unit:                                  $   68.40

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
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Defining Your Costs
----------------------------------------------------------------
 
PUBLIC OFFERING PRICE
 
As of June 30, 1995, the evaluation date, the Public Offering Price was
$1,109.42, based on the aggregate bid side value of the bonds ($6,412,021),
divided by the number of units outstanding (6,026), plus a maximum sales charge
of 4.08%. An amount equal to net accrued but undistributed interest on the unit
is added to the Public Offering Price.
 
The bid side redemption and secondary market repurchase price as of the
evaluation date was $1,064.06 ($45.36 less than the Public Offering Price).
 
SALES CHARGE
 
Although the Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                          As a %
                                                    of Secondary
                                                   Market Public
                                                   Offering Price
                                                   -----------------
Maximum Sales Charges                                       5.50%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                      Per Unit
                                                  ---------------
Trustee's Fee                                        $    0.71
Maximum Portfolio Supervision and Bookkeeping
  Fees                                               $    0.44
Evaluator's Fee                                      $    0.11
Other Operating Expenses                             $    0.35
                                                  ---------------
TOTAL                                                $    1.61

 
                                      A-9
<PAGE>
--------------------------------------------------------------------------------
                            New York Taxes and Risks
--------------------------------------------------------------------------------
 
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. In June 1995
(two months after the beginning of the fiscal year) it adopted a budget to close
a projected gap of approximately $5 billion, of which nearly $1 billion
represents non-recurring measures. 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 $5.2
billion face amount was outstanding. 18 State authorities had an aggregate of
$70.3 billion of debt outstanding at September 30, 1993, of which approximately
$28 billion was State supported.
 
     New York City implemented nearly $3.5 billion of gap-closing measures for
the latest fiscal year ended June 30, 1995, and has adopted a budget which seeks
to close a projected $3.1 billion budget gap for the current fiscal year. New
York City bonds are rated BBB+ by Standard & Poor's and Baa1 by Moody's. At
March 31, 1995, approximately $23.3 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 $17.7 billion of
indebtedness outstanding in 1993.
 
     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 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.
 
                                      A-10
<PAGE>
 

--------------------------------------------------------------------------------
                          Defined North Carolina Trust
--------------------------------------------------------------------------------

 
PORTFOLIO DIVERSIFICATION
 
The Portfolio contains 7 North Carolina bond issues and 1 Puerto Rico issue.
 
TYPES OF BONDS
 
The Portfolio consists of municipal bonds of the following types:
 

                                                   APPROXIMATE
                                                    PORTFOLIO
                                                   PERCENTAGE
/ / Housing                                            9%
/ / Refunded Bonds                                     57%
/ / State/Local Municipal Electric
  Utilities                                            34%

 
RISK FACTORS
 
The Portfolio is concentrated in State/Local Municipal Electric Utilities bonds
and is therefore dependent to a significant degree on revenues generated from
that particular activitiy and is also concentrated in Refunded Bonds.(See Risk
Factors in Part B.) The Portfolio is also concentrated in bonds of North
Carolina issuers and is subject to additional risk from decreased
diversification as well as from factors that may be particular to North
Carolina, which are briefly described on page A-12.
 
In addition, 8% of the bonds are currently unrated (see Bond Portfolio Selection
in Part B).
 
PREMIUM AND DISCOUNT ISSUES
 
On the evaluation date, 90% of the bonds were valued at a premium over par and
10% at a discount from par (see Risk Factors in Part B).
TERMINATION DATE
 
The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 98% of the face amount of bonds
deposited.
 
----------------------------------------------------------------
Defining Your Income
----------------------------------------------------------------
 
WHAT YOU MAY EXPECT
 
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit:                         $    5.51
Annual Income per unit:                                  $   66.16

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
----------------------------------------------------------------
Defining Your Costs
----------------------------------------------------------------
 
PUBLIC OFFERING PRICE
 
As of June 30, 1995, the evaluation date, the Public Offering Price was
$1,077.33, based on the aggregate bid side value of the bonds ($3,159,289),
divided by the number of units outstanding (3,052), plus a maximum sales charge
of 3.91%. An amount equal to net accrued but undistributed interest on the unit
is added to the Public Offering Price.
 
The bid side redemption and secondary market repurchase price as of the
evaluation date was $1,035.15 ($42.18 less than the Public Offering Price).
 
SALES CHARGE
 
Although the Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                          As a %
                                                    of Secondary
                                                   Market Public
                                                   Offering Price
                                                   -----------------
Maximum Sales Charges                                       5.50%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                      Per Unit
                                                  ---------------
Trustee's Fee                                        $    0.71
Maximum Portfolio Supervision and Bookkeeping
  Fees                                               $    0.44
Evaluator's Fee                                      $    0.22
Other Operating Expenses                             $    0.53
                                                  ---------------
TOTAL                                                $    1.90

 
                                      A-11
<PAGE>
--------------------------------------------------------------------------------
                         North Carolina Taxes and Risks
--------------------------------------------------------------------------------
 
NORTH CAROLINA RISK FACTORS
 
     The population, labor force, per capita income and North Carolina economy
has experienced general growth over the past 25 years. During the period from
1970 to 1980 the State increased from the twelfth to the tenth most populous
state in the nation. The population grew by approximately 13% from 1980 to 1990
(to 6,657,106 persons), with the State maintaining its ranking as tenth most
populous state. According to State figures, the population as of June 1994 was
7,064,470, an increase of 6.2% from the 1990 census figure. Notwithstanding its
rank in population size, North Carolina is primarily a rural state, having only
five municipalities with populations in excess of 100,000. During the period
1980 to 1994, the State labor force grew about 26% (from 2,855,200 to
3,609,000). Unemployment in the past several years has been below the national
average. Per capita income during the period 1985 to 1993 grew from $11,870 to
$18,702, an increase of 58%.
 
     The current economic profile of the State consists of a combination of
industry, agriculture and tourism. As of November 1994 the State ranked ninth
nationally in non-agricultural employment and eighth in manufacturing
employment. As of 1993 the State ranked tenth in the nation in gross
agricultural income, of which nearly the entire amount was from commodities. In
1993 more than $8.3 billion was spent on tourism in the State, an amount that
exceeded gross agricultural income.
 
     The labor force has undergone significant change during recent years as the
State has moved from an agricultural to a service and goods producing economy.
Those persons displaced by farm mechanization and farm consolidations have, in
large measure, sought and found employment in other pursuits. Due to the wide
dispersion of non-agricultural employment, the people have been able to
maintain, to a large extent, their rural habitation practices.
 
     The diversity of agriculture in North Carolina and a continuing push in
marketing efforts have protected farm income from some of the wide variations
that have been experienced in other states where most of the agricultural
economy is dependent on a small number of agricultural commodities. Based on
preliminary 1994 figures, poultry industry production and pork production
surpassed tobacco production among sources of agricultural income, providing
30%, 15.5% and 14.8% respectively, of the total 1994 agricultural income. North
Carolina is the third most diversified agricultural state in the nation.
Although the number of farms has been decreasing (about 19% in seven years), a
strong agribusiness sector supports farmers with farm inputs (fertilizer,
insecticide, pesticide and farm machinery) and processing of commodities
produced by farmers (vegetable canning and cigarette manufacturing).
 
     The State constitution requires a balanced state budget. The general
economic recession of the late 1980's and early 1990's, and particularly the
reduced level of state tax revenue that resulted, caused the State to expend
nearly all of its retained surplus and to impose new taxes and expenditure
reductions in order to avoid a budget deficit. The State's actions helped
maintain a favorable rating for the State's debt obligations, although rating
agencies expressed concern about the effect, in the long term, of reductions in
infrastructure, evaluation and social development project spending that were
effected by the budget measures. North Carolina, like the nation generally, has
experienced economic recovery since 1991. Apparently due to both increased tax
and fee revenue and previously enacted spending reductions, the State had a
budget surplus of approximately $887 million at the end of fiscal 1993-94. After
review of the 1994-95 budget, the General Assembly approved allocations of most
of this surplus, allowing the reauthorization of some programs that had been
affected by the prior reductions, or different initiatives for economic
development, education, human services and environmental protection.
 
     The General Assembly currently is considering a number of tax reduction
measures, and several state programs are being reviewed with respect to
continuation or funding level. In its 1995 Session, the General Assembly enacted
a repeal of the tax on intangible personal property. The $95 million in revenue
appropriated to the counties and municipalities under this tax will now be
distributed from individual income tax collections. The repeal of this and other
significant taxes, or the reduction of tax rates, if not offset by increased tax
revenue from greater economic performance or by spending restrictions, could
again put the State's fiscal condition in distress and require corrective
action. Similarly, any reductions in spending on infrastructure, education or
social development might have adverse effects on the economy of the State in the
long term. Therefore, the consequences of this tax or and any other legislative
response to perceived public demand for reduced taxation and government spending
are uncertain. If the legislature's assumptions underlying its responses prove
to be incorrect, the economy of the State and the fiscal condition of State and
local governments could be affected adversely.
 
     It is expected that few, if any, Bonds in the Trust will be general
obligation bonds backed by the taxing power of the government. Most bonds are
expected to be revenue bonds payable exclusively from certain revenue-producing
governmental activities or from revenues generated by private entities. These
Bonds may be subject to particular risks that are not reflected in general
economic conditions.
 
     General obligation bonds of the State of North Carolina currently are rated
Aaa by Moody's and AAA by Standard & Poor's.
 
                                      A-12
<PAGE>
NORTH CAROLINA TAXES
 
     In the opinion of Hunton & Williams, Raleigh, North Carolina, special
counsel on North Carolina tax matters, under existing North Carolina law:
 
     Upon the establishing of the North Carolina Trust and the Units thereunder:
 
        1.  The North Carolina Trust is not an 'association' taxable as a
     corporation under North Carolina law with the result that income of the
     North Carolina Trust will be deemed to be income of the Holders.
 
        2.  Interest on the Bonds that is exempt from North Carolina income tax
     when received by the North Carolina Trust will retain its tax-exempt status
     when received by the Holders.
 
        3.  Holders will realize a taxable event when the North Carolina Trust
     disposes of a Bond or when a Holder redeems or sells his Units, and taxable
     gains for federal income tax purposes may result in gain taxable as
     ordinary income for North Carolina income tax purposes. However, when a
     Bond has been issued under an act of the North Carolina General Assembly
     that provides that all income from such Bond, including any profit received
     by the North Carolina Trust will retain its tax-exempt status in the hands
     of the Holders.
 
        4.  Holders must amortize their proportionate shares of any premium on a
     Bond. Amortization for each taxable year is achieved by lowering the
     Holder's basis (as adjusted) in his Units, with no deduction against gross
     income for the year.
 
     The opinion of Hunton & Williams is based, in part, on the opinion of Davis
Polk & Wardwell regarding federal tax status and upon current interpretations
and rulings of the North Carolina Department of Revenue, which are subject to
change.
 
                                      A-13
<PAGE>
 

--------------------------------------------------------------------------------
                             Defined Virginia Trust
--------------------------------------------------------------------------------

 
PORTFOLIO DIVERSIFICATION
 
The Portfolio contains 6 Virginia bond issues and 1 Puerto Rico issue.
 
TYPES OF BONDS
 
The Portfolio consists of municipal bonds of the following types:
 

                                                   APPROXIMATE
                                                    PORTFOLIO
                                                   PERCENTAGE
/ / Hospitals/Health Care Facilities                   6%
/ / Municipal Water/Sewer Utilities                    18%
/ / Refunded Bonds                                     52%
/ / Special Tax                                        11%
/ / State/Local Municipal Electric
  Utilities                                            13%

 
INSURANCE
 
The percentage of the aggregate face amount insured by each insurance company
is:
 
MBIA Insurance Corporation                              18%
 

RISK FACTORS
 
The Portfolio is concentrated in Refunded Bonds. In addition, 18% of the bonds
represent moral obligations. (See Risk Factors in Part B.) The Portfolio is also
concentrated in bonds of Virginia issuers and is subject to additional risk from
decreased diversification as well as from factors that may be particular to
Virginia, which are briefly described on page A-15.
 
In addition, 18% of the bonds are currently unrated (see Bond Portfolio
Selection in Part B).
 
PREMIUM AND DISCOUNT ISSUES
On the evaluation date, 76% of the bonds were valued at a premium over par and
24% at a discount from par (see Risk Factors in Part B).
TERMINATION DATE
 
The Portfolio will generally terminate no later than the maturity date of the
last maturing bond listed in the Portfolio. The Portfolio may be terminated if
the value is less than 40% of the face amount of bonds deposited. On the
evaluation date the value of the Portfolio was 91% of the face amount of bonds
deposited.
----------------------------------------------------------------
Defining Your Income
----------------------------------------------------------------
 
WHAT YOU MAY EXPECT
 
(PAYABLE ON THE 25TH DAY OF THE MONTH TO HOLDERS OF RECORD ON THE 10TH DAY OF
THE MONTH):
 

Regular Monthly Income per unit:                         $    5.48
Annual Income per unit:                                  $   65.76

 
These figures are estimates determined as of the evaluation date and actual
payments may vary.
 
----------------------------------------------------------------
Defining Your Costs
----------------------------------------------------------------
 
PUBLIC OFFERING PRICE
 
As of June 30, 1995, the evaluation date, the Public Offering Price was
$1,094.92, based on the aggregate bid side value of the bonds ($2,921,466),
divided by the number of units outstanding (2,778), plus a maximum sales charge
of 3.95%. An amount equal to net accrued but undistributed interest on the unit
is added to the Public Offering Price.
 
The bid side redemption and secondary market repurchase price as of the
evaluation date was $1,051.64 ($43.28 less than the Public Offering Price).
 
SALES CHARGE
 
Although the Trust is a unit investment trust rather than a mutual fund, the
following information is presented to permit a comparison of fees and an
understanding of the direct or indirect costs and expenses that you pay.
 

                                                          As a %
                                                    of Secondary
                                                   Market Public
                                                   Offering Price
                                                   -----------------
Maximum Sales Charges                                       5.50%

 
ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                      Per Unit
                                                  ---------------
Trustee's Fee                                        $    0.71
Maximum Portfolio Supervision and Bookkeeping
  Fees                                               $    0.45
Evaluator's Fee                                      $    0.24
Other Operating Expenses                             $    0.63
                                                  ---------------
TOTAL                                                $    2.03

 
                                      A-14
<PAGE>
--------------------------------------------------------------------------------
                            Virginia Taxes and Risks
--------------------------------------------------------------------------------
 
VIRGINIA RISK FACTORS
 
     The economy of the Commonwealth of Virginia is significantly dependent on
defense spending, with major concentrations of defense installations in both
Northern Virginia and the Hampton Roads area. Any substantial reductions in
military spending generally or in particular areas, including base closings,
could adversely affect the state and local economies.
 
     Until 1989, Virginia taxed retirement benefits paid by the federal
government while exempting retirement benefits paid by the state or local
governments. In 1989, a substantially identical Michigan income tax scheme was
held unconstitutional by the United States Supreme Court. Several suits against
the Commonwealth for refunds were filed by federal pensioners after the decision
in the Michigan case and an appeal on the issue of appropriate relief is
currently pending in the Virginia Supreme Court. Legislation providing for
settlement of the federal pensioners' claims for $340 million was recently
reauthorized by the General Assembly. The estimated maximum potential financial
impact on the Commonwealth of claims for refunds by all federal pensioners is
approximately $707.5 million, including interest through December 31, 1993.
 
     General obligation bonds of the Commonwealth of Virginia are currently
rated AAA by Standard & Poor's and Aaa by Moody's.
 
VIRGINIA TAXES
 
     In the opinion of Hunton & Williams, Richmond, Virginia, special counsel on
Virginia tax matters, under existing Virginia law and assuming that the Virginia
Trust is a grantor trust under the grantor trust rules of Sections 671-679 of
the Code:
 
        1. The Virginia Trust will be taxable as a grantor trust for Virginia
     income tax purposes with the result that income of the Virginia Trust will
     be treated as income of the Holders of Units of the Virginia Trust.
     Consequently, the Virginia Trust will not be subject to any income or
     corporate franchise tax imposed by the Commonwealth of Virginia, or its
     subdivisions, agencies or instrumentalities.
 
        2. Interest on the Debt Obligations in the Virginia Trust that is exempt
     from Virginia income tax when received by the Virginia Trust will retain
     its tax-exempt status in the hands of the Holders of Units of the Virginia
     Trust.
 
        3. A Holder of Units of the Virginia Trust will realize a taxable event
     when the Virginia Trust disposes of a Debt Obligation (whether by sale,
     exchange, redemption or payment at maturity) or when the Holder of Units
     redeems or sells his Units, and taxable gain for Federal income tax
     purposes may result in taxable gain for Virginia income tax purposes.
     Certain Debt Obligations, however, have been issued under Acts of the
     Virginia General Assembly that provide that all income from such Debt
     Obligations, including any profit from the sale thereof, shall be free from
     all taxation by the Commonwealth of Virginia. To the extent any such profit
     is exempt from Virginia income tax, any such profit received by the
     Virginia Trust will retain its tax exempt status in the hands of the
     Holders of Units of the Virginia Trust.
 
        4. The Virginia Trust will not be subject to any intangible personal
     property tax in Virginia on any Debt Obligations in the Virginia Trust. In
     addition, Units of the Virginia Trust held for investment purposes will not
     be subject to any intangible personal property tax in Virginia.
 
        5. The Units may be subject to Virginia estate tax if held by a Virginia
     resident or, in certain cases, by an individual who at the time of his
     death was not a resident of the United States.
 
                                      A-15
<PAGE>
 
--------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
 
                             FOR MICHIGAN RESIDENTS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
 

                                     COMBINED
                                     EFFECTIVE
TAXABLE INCOME 1995*                 TAX RATE                                    TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN         %          4%         4.5%         5%         5.5%         6%         6.5%         7%
                                                                        IS EQUIVALENT TO A TAXABLE YIELD OF
 
TAXABLE INCOME 1
 SINGLE RETURN       7.5%         8%
 

 
--------------------------------------------------------------------------------
<S>              <C>                   <C>           <C>         <C>        <C>          <C>        <C>          <C>       <C>
       0- 23,350  $      0- 39,000       18.74        4.92        5.54        6.15        6.77        7.38        8.00        8.61
$ 23,350- 56,550  $ 39,000- 94,250       31.17        5.81        6.54        7.26        7.99        8.72        9.44       10.17
$ 56,550-117,950  $ 94,250-143,600       34.04        6.06        6.82        7.58        8.34        9.10        9.85       10.61
$117,950-256,500  $143,600-256,500       38.82        6.54        7.35        8.17        8.99        9.81       10.62       11.44
OVER $256,500        OVER $256,500       42.26        6.93        7.79        8.66        9.53       10.39       11.26       12.12
 
       0- 23,350        9.23        9.84
$ 23,350- 56,550       10.90       11.62
$ 56,550-117,950       11.37       12.13
$117,950-256,500       12.26       13.08
OVER $256,500          12.99       13.85

<CAPTION> 
 
                            FOR NEW JERSEY RESIDENTS
--------------------------------------------------------------------------------
 

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1995*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
--------------------------------------------------------------------------------
<S>              <C>                <C>       <C>   <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
       0- 23,350  $      0- 39,000  16.81     4.81   5.41     6.01   6.61     7.21   7.81     8.41   9.02     9.62
$ 23,350- 56,550  $ 39,000- 94,250  32.33     5.91   6.65     7.39   8.13     8.87   9.61    10.34  11.08    11.82
                  $ 94,250-143,600  35.15     6.17   6.94     7.71   8.48     9.25  10.02    10.79  11.56    12.34
$ 56,550-117,950                    35.54     6.21   6.98     7.76   8.53     9.31  10.08    10.86  11.64    12.41
$117,950-256,500  $143,600-256,500  40.21     6.69   7.53     8.36   9.20    10.04  10.87    11.71  12.54    13.38
OVER $256,500        OVER $256,500  43.57     7.09   7.98     8.86   9.75    10.63  11.52    12.41  13.29    14.18

 
<CAPTION> 
                          FOR NEW YORK CITY RESIDENTS
--------------------------------------------------------------------------------
 

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1995*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
--------------------------------------------------------------------------------
<S>              <C>                <C>       <C>   <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
       0- 23,350  $      0- 39,000  24.26     5.28   5.94     6.60   7.26     7.92   8.58     9.24   9.90    10.56
$ 23,350- 56,550  $ 39,000- 94,250  35.88     6.24   7.02     7.80   8.58     9.36  10.14    10.92  11.70    12.48
$ 56,550-117,950  $ 94,250-143,600  38.59     6.51   7.33     8.14   8.96     9.77  10.58    11.40  12.21    13.03
$117,950-256,500  $143,600-256,500  43.04     7.02   7.90     8.78   9.66    10.53  11.41    12.29  13.17    14.04
OVER $256,500        OVER $256,500  46.24     7.44   8.37     9.30  10.23    11.16  12.09    13.02  13.95    14.88

                          FOR NEW YORK STATE RESIDENTS
--------------------------------------------------------------------------------
<CAPTION> 

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1995*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

--------------------------------------------------------------------------------
<S>              <C>                <C>       <C>   <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
       0- 23,350  $      0- 39,000  21.45     5.09   5.73     6.37   7.00     7.64   8.28     8.91   9.55    10.19
$ 23,350- 56,550  $ 39,000- 94,250  33.47     6.01   6.76     7.52   8.27     9.02   9.77    10.52  11.27    12.02
$ 56,550-117,950  $ 94,250-143,600  36.24     6.27   7.06     7.84   8.63     9.41  10.19    10.98  11.76    12.55
$117,950-256,500  $143,600-256,500  40.86     6.76   7.61     8.45   9.30    10.15  10.99    11.84  12.68    13.53
OVER $256,500        OVER $256,500  44.19     7.17   8.06     8.96   9.85    10.75  11.65    12.54  13.44    14.33

</TABLE>
 
To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates
projected 1995 federal and applicable State (and City) income tax rates and
assumes that all income would otherwise be taxed at the investor's highest tax
rate. Yield figures are for example only.
 
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, investors are urged to consult their own tax advisers
in this regard.
 
                                      A-16
<PAGE>
--------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
 
                          FOR NORTH CAROLINA RESIDENTS
--------------------------------------------------------------------------------
<TABLE><CAPTION>
 

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1995*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
--------------------------------------------------------------------------------
<S>                     <C>         <C>       <C>   <C>      <C>     <C>     <C>     <C>      <C>    <C>     <C>
       0- 23,350  $      0- 39,000  20.95     5.06   5.89     6.33   6.98     7.59   8.22     8.86   9.49    10.12
$ 23,350- 56,550  $ 39,000- 94,250  33.04     5.97   6.72     7.47   8.21     8.95   9.71    10.45  11.20    11.95
$ 56,550-117,950  $ 94,250-143,600  36.35     6.28   7.07     7.86   8.84     9.43  10.21    11.00  11.78    12.57
$117,950-256,500  $143,600-256,500  40.96     6.78   7.62     8.47   9.32    10.16  11.01    11.86  12.70    13.55
OVER $256,500        OVER $256,500  44.28     7.18   8.08     8.97   9.87    10.77  11.67    12.56  13.46    14.36

<CAPTION> 
                             FOR VIRGINIA RESIDENTS
--------------------------------------------------------------------------------
 

                                  COMBINED
                                  EFFECTIVE                                TAX-FREE YIELD
TAXABLE INCOME 1995*              TAX RATE                                       OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
--------------------------------------------------------------------------------
<S>                     <C>         <C>       <C>   <C>      <C>     <C>     <C>     <C>      <C>    <C>     <C>
       0- 23,350  $      0- 39,000  19.89     4.98   5.62     8.24   8.87     7.49   8.11     8.74   9.36     9.99
$ 23,350- 56,550  $ 39,000- 94,250  32.14     5.89   6.63     7.37   8.10     8.84   9.58    10.32  11.05    11.79
$ 56,550-117,950  $ 94,250-143,600  34.97     6.15   6.92     7.69   8.46     9.23  10.00    10.76  11.53    12.30
$117,950-256,500  $143,600-256,500  38.68     6.83   7.46     8.29   9.12     9.95  10.78    11.60  12.43    13.26
OVER $256,500        OVER $256,500  43.07     7.07   7.90     8.78   9.66    10.54  11.42    12.30  13.17    14.95

</TABLE>
 
To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates
projected 1995 federal and applicable State income tax rates and assumes that
all income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.
 
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, investors are urged to consult their own tax advisers
in this regard.
 
                                      A-17
<PAGE>
 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN, NEW JERSEY, NEW YORK,
 NORTH CAROLINA AND VIRGINIA TRUSTS)

 REPORT OF INDEPENDENT ACCOUNTANTS

 The Sponsors, Trustee and Holders
   of Defined Asset Funds - Municipal Investment Trust Fund,
   Multistate Series - 7I (Michigan, New Jersey, New York,
   North Carolina and Virginia Trusts):

 We have audited the accompanying statements of condition of Defined
 Asset Funds - Municipal Investment Trust Fund, Multistate Series - 7I
 (Michigan, New Jersey, New York, North Carolina and Virginia Trusts),
 including the portfolios, as of June 30, 1995 and the related
 statements of operations and of changes in net assets for the years
 ended June 30, 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 June 30, 1995, as shown in such portfolios, were
 confirmed to us by The Bank of New York, the Trustee. An audit also
 includes assessing the accounting principles used and significant
 estimates made by the Trustee, as well as evaluating the overall
 financial statement presentation. We believe that our audits provide
 a reasonable basis for our opinion.

 In our opinion, the financial statements referred to above present
 fairly, in all material respects, the financial position of Defined
 Asset Funds - Municipal Investment Trust Fund, Multistate Series - 7I
 (Michigan, New Jersey, New York, North Carolina and Virginia Trusts)
 at June 30, 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.
 August 21, 1995





                                            D - 1
<PAGE>












 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN TRUST)

 STATEMENT OF CONDITION
 AS OF JUNE 30, 1995
<TABLE>
<S>                                                  <C>          <C>
 TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $2,558,814) (Note 1)....................                 $2,794,727
   Accrued interest receivable.....................                     59,953
                                                                 ______________

             Total trust property..................                  2,854,680


 LESS LIABILITY - Advance from Trustee.............                      6,224
                                                                 ______________

 NET ASSETS, REPRESENTED BY:
   2,644 units of fractional undivided
     interest outstanding (Note 3).................   $2,806,497
   Undistributed net investment income.............       41,959
                                                    ____________
                                                                    $2,848,456
                                                                 ==============

 UNIT VALUE ($2,848,456/2,644 units)...............                  $1,077.33
                                                                 ==============

 </TABLE>

                           See Notes to Financial Statements.


                                        D - 2
<PAGE>












 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN TRUST)
<TABLE>
<CAPTION>
 STATEMENTS OF OPERATIONS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>
 INVESTMENT INCOME:
   Interest income.................................     $189,508      $201,814      $226,909
   Trustee's fees and expenses.....................       (5,128)       (5,110)       (5,635)
   Sponsors' fees .................................         (780)         (863)       (1,750)
                                                    __________________________________________

   Net investment income...........................      183,600       195,841       219,524
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................       15,988        35,438        38,704
   Unrealized appreciation (depreciation)
     of investments................................       (8,351)     (156,019)      192,537
                                                    __________________________________________

   Net realized and unrealized gain (loss) on
     investments...................................        7,637      (120,581)      231,241
                                                    __________________________________________

 NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS.................................     $191,237      $ 75,260      $450,765
                                                    ==========================================

 </TABLE>

                                     See Notes to Financial Statements.

















                                                   D - 3
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN TRUST)
<TABLE>
<CAPTION>
 STATEMENTS OF CHANGES IN NET ASSETS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>
 OPERATIONS:
   Net investment income...........................   $  183,600    $  195,841    $  219,524
   Realized gain on securities sold
      or redeemed..................................       15,988        35,438        38,704
   Unrealized appreciation (depreciation) of
      investments..................................       (8,351)     (156,019)      192,537
                                                    __________________________________________

   Net increase in net assets resulting
      from operations..............................      191,237        75,260       450,765
                                                    __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income..........................................     (184,470)     (196,084)     (220,994)
   Principal.......................................      (14,042)      (15,744)         (552)
                                                    __________________________________________

   Total distributions.............................     (198,512)     (211,828)     (221,546)
                                                    __________________________________________

 CAPITAL SHARE TRANSACTIONS - Redemptions of 187,
   211 and 408 units, respectively.................     (196,759)     (237,113)     (440,792)
                                                    __________________________________________

 NET DECREASE IN NET ASSETS........................     (204,034)     (373,681)     (211,573)

 NET ASSETS AT BEGINNING OF YEAR...................    3,052,490     3,426,171     3,637,744
                                                    __________________________________________

 NET ASSETS AT END OF YEAR.........................   $2,848,456    $3,052,490    $3,426,171
                                                    ==========================================

 PER UNIT:
   Income distributions during year................       $66.44        $66.58        $66.83
                                                    ==========================================
   Principal distributions during year.............        $4.96         $5.31          $.16
                                                    ==========================================
   Net asset value at end of year..................    $1,077.33     $1,078.24     $1,126.29
                                                    ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............        2,644         2,831         3,042
                                                    ==========================================
</TABLE>












                                     See Notes to Financial Statements.



                                                   D - 4
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN 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.

     (c) Interest income is recorded as earned.

  2. DISTRIBUTIONS

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

  3. NET CAPITAL

     Cost of 2,644 units at Date of Deposit......................   $2,708,673
     Less sales charge...........................................      121,888
                                                                _______________
     Net amount applicable to Holders............................    2,586,785
     Redemptions of units - net cost of 856 units 
       redeemed less redemption amounts..........................      (76,940)
     Realized gain on securities sold or redeemed................       91,077
     Principal distributions.....................................      (30,338)
     Unrealized appreciation of investments......................      235,913
                                                                _______________

     Net capital applicable to Holders...........................   $2,806,497
                                                                ===============

  4. INCOME TAXES












     As of June 30, 1995, unrealized appreciation of investments, based on cost
     for Federal income tax purposes, aggregated $235,913, all of which related
     to appreciated securities. The cost of investment securities for Federal
     income tax purposes was $2,558,814 at June 30, 1995.
</TABLE>

                                                  D - 5
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE MICHIAGAN TRUST (INSURED)
 AS OF JUNE 30, 1995
<TABLE><CAPTION>
                                                  Rating                                       Optional
    Portfolio No. and Title of                      of             Face                        Redemption
            Securities(4)                        Issues(1)        Amount Coupon  Maturities(3) Provisions(3)   Cost     Value(2)
            __________                           _________        ______ _______ _____________ _____________   _______  ________
<S>                                             <C>          <C>        <C>      <C>           <C>         <C>         <C> 

  1 Michigan State Hospital Finance Authority,     AAA            70,000  7.100     2018(6)    07/01/00         69,912    78,856
    Hospital Revenue Bonds, (Henry Ford Health                                                 @ 102.000
    Sys.), Series 1990 A (Financial Guaranty Ins.)

  2 Michigan State Hospital Finance Authority,     AAA           510,000  7.500     2013       08/15/97        524,453   551,218
    Hospital Revenue Bonds, (Sisters of Mercy                                                  @ 103.000
    Health Corporation), Hospital Revenue
    Refunding Bonds, Series H (MBIA Ins.)

  3 City of Detroit, Michigan, Distributable       AAA           500,000  7.200     2009(6)    05/01/99        505,515   557,155
    State Aid General Obligation Bonds, Series                                                 @ 102.000
    1989 (AMBAC Ins.)

  4 City of Detroit, Michigan, Sewage Disposal     AAA           325,000  7.125     2019(6)    07/01/99        326,920   361,147
    System Revenue Bonds, Series 1989 (Financial                                               @ 101.500
    Guaranty Ins.)

  5 City of Detroit, Michigan, Water Supply        AAA           100,000  7.875     2019(6)    07/01/98        106,180   111,971
    System Revenue Bonds, Series 1988 (MBIA                                                    @ 102.000
    Ins.)

  6 Board of Control of Grand Valley, MI,          AAA           525,000  7.625     2005       10/01/98        548,531   577,311











    University General Revenue Bonds, Series                                                   @ 102.000
    1988 (AMBAC Ins.)

  7 City of Kalamazoo Hospital Finance             AAA           265,000  6.000     2009(6)    07/01/99        239,986   280,404
    Authority, Michigan, Hospital Revenue                                                      @ 100.000
    Refunding Bonds (Borgess Medical Center),
    Series 1989 A (Financial Guaranty Ins.)

  8 Sterling Heights, Michigan, Building           AAA           315,000  4.500     2008       10/01/97        237,317   276,665
    Authority Revenue Bonds, Series 1990 (MBIA                                                 @ 102.000
    Ins.)

                                                         _______________                                 _____________ __________
 TOTAL                                                        $2,610,000                                    $2,558,814 $2,794,727
                                                         ===============                                 ============= ==========
</TABLE>

                  See Notes to Portfolios on Pages D - 29 and D - 30.

                                       D - 6
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW JERSEY TRUST)

 STATEMENT OF CONDITION
 AS OF JUNE 30, 1995
<TABLE>
<S>                                                  <C>          <C>
 TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $6,190,879) (Note 1)....................                 $6,759,820
   Accrued interest receivable.....................                    157,072
                                                                 ______________

             Total trust property..................                  6,916,892


 LESS LIABILITY - Advance from Trustee.............                     33,172
                                                                 ______________

 NET ASSETS, REPRESENTED BY:
   6,335 units of fractional undivided
     interest outstanding (Note 3).................   $6,784,916
   Undistributed net investment income.............       98,804
                                                    ____________
                                                                    $6,883,720
                                                                 ==============












 UNIT VALUE ($6,883,720/6,335 units)...............                  $1,086.62
                                                                 ==============

 </TABLE>

                           See Notes to Financial Statements.

                                          D - 7
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW JERSEY TRUST)
<TABLE><CAPTION>
 STATEMENTS OF OPERATIONS
                                                    ............Years Ended June 30,..........
                                                          1995          1994          1993
                                                          ----          ----          ----

<S>                                                 <C>           <C>           <C>
 INVESTMENT INCOME:
   Interest income.................................     $453,595      $460,029      $478,134
   Trustee's fees and expenses.....................       (8,379)       (7,942)       (8,265)
   Sponsors' fees .................................       (1,768)       (1,750)       (3,477)
                                                    __________________________________________

   Net investment income...........................      443,448       450,337       466,392
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................       29,674        32,363        15,308
   Unrealized appreciation (depreciation)
     of investments................................       81,664      (378,820)      370,053
                                                    __________________________________________












   Net realized and unrealized gain (loss) on
     investments...................................      111,338      (346,457)      385,361
                                                    __________________________________________

 NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS.................................     $554,786      $103,880      $851,753
                                                    ==========================================

 </TABLE>

                                     See Notes to Financial Statements.

                                                   D - 8

<PAGE>


 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW JERSEY TRUST)
<TABLE><CAPTION>
 STATEMENTS OF CHANGES IN NET ASSETS
                                                    ............Years Ended June 30,..........
                                                          1995          1994          1993
                                                          ----          ----          ----
<S>                                                 <C>           <C>           <C>
 OPERATIONS:
   Net investment income...........................   $  443,448    $  450,337    $  466,392
   Realized gain on securities sold
      or redeemed..................................       29,674        32,363        15,308
   Unrealized appreciation (depreciation) of
      investments..................................       81,664      (378,820)      370,053
                                                    __________________________________________












   Net increase in net assets resulting
      from operations..............................      554,786       103,880       851,753
                                                    __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income..........................................     (445,218)     (451,729)     (468,543)
   Principal.......................................       (2,398)      (20,237)
                                                    __________________________________________

   Total distributions.............................     (447,616)     (471,966)     (468,543)
                                                    __________________________________________

 CAPITAL SHARE TRANSACTIONS - Redemptions of 327,
   207 and 131 units, respectively.................     (352,518)     (233,820)     (144,886)
                                                    __________________________________________

 NET INCREASE (DECREASE) IN NET ASSETS.............     (245,348)     (601,906)      238,324

 NET ASSETS AT BEGINNING OF YEAR...................    7,129,068     7,730,974     7,492,650
                                                    __________________________________________

 NET ASSETS AT END OF YEAR.........................   $6,883,720    $7,129,068    $7,730,974
                                                    ==========================================

 PER UNIT:
   Income distributions during year................       $67.33        $67.33        $67.29
                                                    ==========================================
   Principal distributions during year.............         $.36         $3.02
                                                    ==============================
   Net asset value at end of year..................    $1,086.62     $1,070.11     $1,125.49
                                                    ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............        6,335         6,662         6,869
                                                    ==========================================
</TABLE>

                                     See Notes to Financial Statements.

                                                   D - 9
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW JERSEY 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.

     (c) Interest income is recorded as earned.

  2. DISTRIBUTIONS

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

  3. NET CAPITAL

     Cost of 6,335 units at Date of Deposit......................   $6,522,739
     Less sales charge...........................................      293,501
                                                                _______________
     Net amount applicable to Holders............................    6,229,238
     Redemptions of units - net cost of 665 units 
       redeemed less redemption amounts..........................      (67,973)
     Realized gain on securities sold or redeemed................       77,345
     Principal distributions.....................................      (22,635)
     Unrealized appreciation of investments......................      568,941
                                                                _______________
     Net capital applicable to Holders...........................   $6,784,916
                                                                ===============

  4. INCOME TAXES

     As of June 30, 1995, unrealized appreciation of investments, based on cost
     for Federal income tax purposes, aggregated $568,941, all of which related
     to appreciated securities. The cost of investment securities for Federal
     income tax purposes was $6,190,879 at June 30, 1995.
</TABLE>

                                         D - 10
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE NEW JERSEY TRUST (INSURED)
 AS OF JUNE 30, 1995
<TABLE><CAPTION>











                                                  Rating                                       Optional
    Portfolio No. and Title of                      of             Face                        Redemption
            Securities(4)                        Issues(1)        Amount Coupon  Maturities(3) Provisions(3)   Cost    Value(2)
            __________                           _________        ______ _______ _____________ _____________   ______  _______
<S>                                             <C>          <C>        <C>      <C>           <C>         <C>         <C>

  1 New Jersey Health Care Facilities Financing    AAA        $1,000,000  7.000%    2008       07/01/00     $1,002,500  $1,088,350
    Authority, Revenue Bonds, Memorial Health                                                  @ 102.000
    Alliance Iss., Ser. A (Financial Guaranty Ins.)

  2 New Jersey Health Care Facilities Financing    AAA           765,000  6.000     2019       07/01/99        681,798     770,118
    Authority, Revenue Bonds, Comm. Medical                                                    @ 100.000
    Center Iss., Series D (MBIA Ins.)

  3 New Jersey Health Care Facilities Financing    AAA           500,000  6.750     2020       07/01/00        490,520     524,130
    Authority, Revenue Bonds, Holy Name Hospital                                               @ 100.000
    Issue, Series 1990 (AMBAC Ins.)
 
  4 New Jersey Educational Facilities Authority,   AAA            80,000  7.200     2019(6)    07/01/99         81,202      89,452
    Revenue Bonds, Trenton State College Issue,                                                @ 102.000
    Series 1989 C (AMBAC Ins.)

  5 The Atlantic County Utilities Authority,       AAA           520,000  6.000     2015       01/15/97       $466,741    $522,402
    New Jersey Sewer Revenue Bonds, 1989                                                       @ 102.000
    Series (AMBAC Ins.)

  6 County of Hudson, (State of  New Jersey),      AAA         1,100,000  7.600     2021(6)    12/01/98      1,147,872   1,236,246
    Correctional Facility, Certificates of                                                     @ 102.000
    Participation, Series 1988 (MBIA Ins.)

  7 Middlesex County Utility Authority, NJ,        AAA           500,000  6.000     2015       02/15/97        448,310     501,405
    Sewer Revenue Bonds, 1989 Series (AMBAC Ins.)                                              @ 100.000


  8 The Monmouth County Improvement Authority      AAA           370,000  6.875     2012(6)    08/01/00        370,000     413,638
    (Monmouth County, New Jersey), Water                                                       @ 102.000
    Treatment Facilities Revenue Refunding
    Bonds, Series 1990 (MBIA Ins.)

  9 Musconetcong, New Jersey, Sewer Authority,     AAA           360,000  7.150     2014(6)    01/01/00        364,626     402,818
    Sewer Revenue Bonds Series 1990 (MBIA Ins.)                                                @ 102.000

 10 The Salem County Improvement Authority,        AAA            95,000  7.125     2017(6)    05/01/99         95,950     105,611











    County of Salem, New Jersey, Revenue Bonds                                                 @ 102.000
    (County Correctional Facility and Courthouse
    Annex Project, Series 1989) (AMBAC Ins.)
</TABLE>

                                                                     D - 11


<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE NEW JERSEY TRUST (INSURED)
 AS OF JUNE 30, 1995
<TABLE><CAPTION>
                                                  Rating                                       Optional
    Portfolio No. and Title of                      of             Face                        Redemption
            Securities(4)                        Issues(1)        Amount Coupon  Maturities(3) Provisions(3)   Cost    Value(2)
            __________                           _________        ______ _______ _____________ _____________   _______ ________
<S>                                             <C>          <C>        <C>      <C>           <C>         <C>         <C>
 11 The Board of Education of The West Morris      AAA         1,000,000  7.500     2009       03/15/99      1,041,360  1,105,650
    Regional High School District, In The County                                               @ 102.000
    of Morris, NJ, Cert. of Part. (MBIA Ins.)
                                                         _______________                                 _____________ __________
 TOTAL                                                        $6,290,000                                    $6,190,879 $6,759,820
                                                         ===============                                 ============= ==========

</TABLE>

                 See Notes to Portfolios on Pages D - 29 and D - 30.












                                        D - 12
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW YORK TRUST)

 STATEMENT OF CONDITION
 AS OF JUNE 30, 1995
<TABLE>
<S>                                                  <C>          <C>
 TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $5,848,152) (Note 1)....................                 $6,412,021
   Accrued interest receivable.....................                    144,000
                                                                 ______________

             Total trust property..................                  6,556,021


 LESS LIABILITY - Advance from Trustee.............                     18,353
                                                                 ______________

 NET ASSETS, REPRESENTED BY:
   6,026 units of fractional undivided
     interest outstanding (Note 3).................   $6,432,610
   Undistributed net investment income.............      105,058
                                                    ____________
                                                                    $6,537,668
                                                                 ==============

 UNIT VALUE ($6,537,668/6,026 units)...............                  $1,084.91
                                                                 ==============

 </TABLE>












                           See Notes to Financial Statements.

                                       D - 13
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW YORK TRUST)
<TABLE><CAPTION>
 STATEMENTS OF OPERATIONS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>           <C>
 INVESTMENT INCOME:
   Interest income.................................     $443,627      $480,038      $511,207
   Trustee's fees and expenses.....................       (8,085)       (7,977)       (8,441)
   Sponsors' fees .................................       (1,790)       (1,829)       (3,672)
                                                    __________________________________________

   Net investment income...........................      433,752       470,232       499,094
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................       45,916        79,316        60,632
   Unrealized appreciation (depreciation)
     of investments................................        1,416      (369,321)      401,140
                                                    __________________________________________

   Net realized and unrealized gain (loss) on
     investments...................................       47,332      (290,005)      461,772
                                                    __________________________________________

 NET INCREASE IN NET ASSETS RESULTING











   FROM OPERATIONS.................................     $481,084      $180,227      $960,866
                                                    ==========================================

 </TABLE>

                                     See Notes to Financial Statements.

                                               D - 14
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW YORK TRUST)
<TABLE><CAPTION>
 STATEMENTS OF CHANGES IN NET ASSETS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>
 OPERATIONS:
   Net investment income...........................   $  433,752    $  470,232    $  499,094
   Realized gain on securities sold
      or redeemed..................................       45,916        79,316        60,632
   Unrealized appreciation (depreciation) of
      investments..................................        1,416      (369,321)      401,140
                                                    __________________________________________

   Net increase in net assets resulting
      from operations..............................      481,084       180,227       960,866
                                                    __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income..........................................     (434,795)     (471,417)     (501,648)
   Principal.......................................      (26,814)      (21,285)       (4,399)
                                                    __________________________________________

   Total distributions.............................     (461,609)     (492,702)     (506,047)
                                                    __________________________________________












 CAPITAL SHARE TRANSACTIONS - Redemptions of 513,
   520 and 343 units, respectively.................     (544,018)     (585,893)     (382,797)
                                                    __________________________________________

 NET INCREASE (DECREASE) IN NET ASSETS.............     (524,543)     (898,368)       72,022

 NET ASSETS AT BEGINNING OF YEAR...................    7,062,211     7,960,579     7,888,557
                                                    __________________________________________

 NET ASSETS AT END OF YEAR.........................   $6,537,668    $7,062,211    $7,960,579
                                                    ==========================================

 PER UNIT:
   Income distributions during year................       $68.66        $69.08        $68.85
                                                    ==========================================
   Principal distributions during year.............        $4.22         $3.11          $.60
                                                    ==========================================
   Net asset value at end of year..................    $1,084.91     $1,080.01     $1,127.72
                                                    ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............        6,026         6,539         7,059
                                                    ==========================================
</TABLE>

                                     See Notes to Financial Statements.

                                                   D - 15
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NEW YORK 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.

     (c) Interest income is recorded as earned.

  2. DISTRIBUTIONS












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

  3. NET CAPITAL

     Cost of 6,026 units at Date of Deposit......................   $6,166,450
     Less sales charge...........................................      277,497
                                                                _______________
     Net amount applicable to Holders............................    5,888,953
     Redemptions of units - net cost of 1,474 units 
       redeemed less redemption amounts..........................     (149,544)
     Realized gain on securities sold or redeemed................      187,784
     Principal distributions.....................................      (58,452)
     Unrealized appreciation of investments......................      563,869
                                                                _______________
     Net capital applicable to Holders...........................   $6,432,610
                                                                ===============

  4. INCOME TAXES

     As of June 30, 1995, unrealized appreciation of investments, based on cost
     for Federal income tax purposes, aggregated $563,869, all of which related
     to appreciated securities. The cost of investment securities for Federal
     income tax purposes was $5,848,152 at June 30, 1995.
</TABLE>

                                      D - 16
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE NEW YORK TRUST (INSURED)
 AS OF JUNE 30, 1995
<TABLE><CAPTION>
                                                  Rating                                       Optional
    Portfolio No. and Title of                      of             Face                        Redemption
            Securities(4)                        Issues(1)        Amount Coupon  Maturities(3) Provisions(3)   Cost    Value(2)
            __________                           _________        ______ _______ _____________ _____________   _______ ________
<S>                                             <C>          <C>        <C>      <C>           <C>         <C>        <C>

  1 New York State Medical Care Facilities         AAA        $1,005,000  7.100%    2027       02/15/97     $  985,674  $1,052,506
    Finance Agency, Secured Hospital Revenue                                                   @ 102.000
    Bonds, 1987 Series A (MBIA Ins.)












  2 New York State Medical Care Facilities Fin.    AAA           975,000  7.350     2029       02/15/99        977,437   1,070,638
    Agency, Hospital and Nursing Home, 1989                                                    @ 102.000
    Series B (MBIA Ins.)

  3 New York State Medical Care Facilities         AAA           600,000  7.450     2029(6)    02/15/00        610,500     682,344
    Finance Agency, St. Luke's-Roosevelt                                                       @ 102.000
    Hospital Center, FHA-Ins. Mortgage
    Revenue Bonds, 1989 Series B (MBIA Ins.)

  4 Dormitory Authority of The State of New        AAA         1,105,000  7.200     2010       07/01/00      1,107,763   1,225,102
    York, Siena College Facilities Rev. Bonds,                                                 @ 102.000
    Ser. 1990 (MBIA Ins.)

  5 Dormitory Authority of The State of New York,  AAA           535,000  7.125     2017(6)    05/15/99        530,179     596,841
    State University Educational Facilities                                                    @ 102.000
    Revenue Bonds, Series 1989 A (Financial
    Guaranty Ins.)

  6 New York City, New York, Municipal Water       AAA           935,000  7.000     2014(6)    06/15/96        918,946     981,273
    Financial Authority, Water and Sewer Revenue                                               @ 102.000
    Bonds, Fiscal 1987 Series A (MBIA Ins.)

  7 Metropolitan Transportation Authority, NY,     AAA           435,000  7.500     2017(6)    07/01/98        444,113     483,563
    Transit Facilities Service Contract                                                        @ 102.000
    Bonds, Series K (AMBAC Ins.)

  8 Metropolitan Transportation Authority, New     AAA           335,000  5.500     2016       07/01/96        273,540     319,754
    York, Transit Facilities Servicing Contract                                                @ 100.000
    Bonds, Series G (MBIA Ins.)

                                                         _______________                                 _____________  __________
 TOTAL                                                        $5,925,000                                    $5,848,152  $6,412,021
                                                         ===============                                 =============  ==========
</TABLE>

        See Notes to Portfolios on Pages D - 29 and D - 30.
                           D - 17
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NORTH CAROLINA TRUST)

 STATEMENT OF CONDITION











 AS OF JUNE 30, 1995
<TABLE>
<S>                                                  <C>          <C>
 TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $2,942,898) (Note 1)....................                 $3,159,289
   Accrued interest receivable.....................                     71,645
   Securities called for redemption
     (cost $5,056) (Note 5)........................                      5,000
                                                                 ______________

             Total trust property..................                  3,235,934


 LESS LIABILITY - Advance from Trustee.............                     14,989
                                                                _______________
 NET ASSETS, REPRESENTED BY:
   3,052 units of fractional undivided
     interest outstanding (Note 3).................   $3,174,293
   Undistributed net investment income.............       46,652
                                                    ____________
                                                                    $3,220,945
                                                                 ==============

 UNIT VALUE ($3,220,945/3,052 units)...............                  $1,055.36
                                                                 ==============

 </TABLE>

                           See Notes to Financial Statements.

                                     D - 18
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NORTH CAROLINA TRUST)
<TABLE>










<CAPTION>
 STATEMENTS OF OPERATIONS
                                                    ............Years Ended June 30,..........
                                                          1995          1994          1993
                                                          ----          ----          ----
<S>                                                 <C>           <C>           <C>           <C>
 INVESTMENT INCOME:
   Interest income.................................     $210,004      $214,264      $216,035
   Trustee's fees and expenses.....................       (5,338)       (5,210)       (5,464)
   Sponsors' fees .................................         (819)         (781)       (1,600)
                                                    __________________________________________

   Net investment income...........................      203,847       208,273       208,971
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................        2,146         3,247         5,016
   Unrealized appreciation (depreciation)
     of investments................................        9,873       (81,471)      127,707
                                                    __________________________________________

   Net realized and unrealized gain (loss) on
     investments...................................       12,019       (78,224)      132,723
                                                    __________________________________________

 NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS.................................     $215,866      $130,049      $341,694
                                                    ==========================================

 </TABLE>

                                     See Notes to Financial Statements.

                                                   D - 19
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,











 MULTISTATE SERIES - 7I (NORTH CAROLINA TRUST)
<TABLE><CAPTION>
 STATEMENTS OF CHANGES IN NET ASSETS
                                                    ............Years Ended June 30,..........
                                                          1995          1994          1993
                                                          ----          ----          ----
<S>                                                 <C>           <C>           <C>           <C>
 OPERATIONS:
   Net investment income...........................   $  203,847    $  208,273    $  208,971
   Realized gain on securities sold
      or redeemed..................................        2,146         3,247         5,016
   Unrealized appreciation (depreciation) of
      investments..................................        9,873       (81,471)      127,707
                                                    __________________________________________

   Net increase in net assets resulting
      from operations..............................      215,866       130,049       341,694
                                                    __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income..........................................     (204,297)     (208,551)     (209,979)
   Principal.......................................       (6,038)         (908)
                                                    __________________________________________

   Total distributions.............................     (210,335)     (209,459)     (209,979)
                                                    __________________________________________

 CAPITAL SHARE TRANSACTIONS - Redemptions of 43,
   35 and 29 units, respectively...................      (43,944)      (36,984)      (30,958)
                                                    __________________________________________

 NET INCREASE (DECREASE) IN NET ASSETS.............      (38,413)     (116,394)      100,757

 NET ASSETS AT BEGINNING OF YEAR...................    3,259,358     3,375,752     3,274,995
                                                    __________________________________________

 NET ASSETS AT END OF YEAR.........................   $3,220,945    $3,259,358    $3,375,752
                                                    ==========================================

 PER UNIT:
   Income distributions during year................       $66.47        $66.63        $66.47
                                                    ==========================================
   Principal distributions during year.............        $1.97          $.29
                                                    =============================
   Net asset value at end of year..................    $1,055.36     $1,053.10     $1,078.52
                                                    ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............        3,052         3,095         3,130
                                                    ==========================================
</TABLE>

                                     See Notes to Financial Statements.














                                                   D - 20
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NORTH CAROLINA 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.

     (c) Interest income is recorded as earned.

  2. DISTRIBUTIONS

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

  3. NET CAPITAL

     Cost of 3,052 units at Date of Deposit......................   $3,136,712
     Less sales charge...........................................      141,155
                                                                _______________
     Net amount applicable to Holders............................    2,995,557
     Redemptions of units - net cost of 148 units 
       redeemed less redemption amounts..........................       (6,291)
     Realized gain on securities sold or redeemed................       10,614
     Principal distributions.....................................      (41,922)
     Net unrealized appreciation of investments..................      216,335
                                                                _______________
     Net capital applicable to Holders...........................   $3,174,293
                                                                ===============

  4. INCOME TAXES

     As of June 30, 1995, unrealized appreciation of investments (including
     securities called for redemption), based on cost for Federal income tax
     purposes, aggregated $216,335, of which $216,391 related to appreciated











     securities and $56 related to depreciated securities. The cost of
     investment securities for Federal income tax purposes was $2,947,954 at
     June 30, 1995.
</TABLE>


                                                   D - 21
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (NORTH CAROLINA TRUST)

 NOTES TO FINANCIAL STATEMENTS

  5. SECURITIES CALLED FOR REDEMPTION

     $5,000 face amount of North Carolina Housing Finance Agency, Single Family
     Revenue Bonds, Ser. L were called for redemption on July 1, 1995. Such
     securities are valued at the amount of the proceeds subsequently received.























                                                   D - 22
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE NORTH CAROLINA TRUST
 AS OF JUNE 30, 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 North Carolina Eastern Municipal Power         A-         $  100,000  7.250%    2021(6)    01/01/97     $   98,750  $ 106,654
    Agency, Power System Revenue Bonds,                                                        @ 102.000
    Refunding Series 1987A                         A-            400,000  7.250     2021       01/01/97        395,000    415,700
                                                                                               @ 102.000

  2 North Carolina Housing Finance Agency,         A+            260,000  7.600     2032       03/01/00        262,925    269,282
    Single Family Revenue Bonds, Series L                                                      @ 102.000

  3 North Carolina Municipal Power Agency Number   A             315,000  7.000     2020       07/31/95        307,317    315,410
    1, Catawba Electric Revenue Bonds, Series                                                  @ 100.000
    1985

  4 Lincoln County, North Carolina, Unlimited      A             425,000  6.900     2006(6)    06/01/00        426,980    475,970
    Tax General Obligation Bonds                                                               @ 102.000

  5 County of Rutherford, North Carolina, School   NR            250,000  7.000     2008(6)    05/01/00        253,783    278,818
    Bonds, Series 1990                                                                         @ 102.000

  6 The University of North Carolina at Chapel     AAA           500,000  7.300     2011(6)    08/01/96        515,245    533,045
    Hill, Utilities Systems Revenue Bonds, Series                                              @ 103.000
    1986












  7 County of Wayne, North Carolina, General       A(m)          455,000  7.000     2006(6)    04/01/00        461,438    507,603
    Obligation Bonds, Series 1990-A                                                            @ 102.000

  8 Puerto Rico Electric Power Authority, Power    A-            290,000  5.000     2012       07/01/99        221,460    256,807
    Revenue Bonds, Series N                                                                    @ 100.000

                                                         _______________                                 _____________ __________
 TOTAL                                                        $2,995,000                                    $2,942,898 $3,159,289
                                                         ===============                                 ============= ==========
</TABLE>

             See Notes to Portfolios on Pages D - 29 and D - 30.

                                   D - 23
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (VIRGINIA TRUST)

 STATEMENT OF CONDITION
 AS OF JUNE 30, 1995
<TABLE>
<S>                                                  <C>          <C>
 TRUST PROPERTY:
   Investment in marketable securities - at value
     (cost $2,672,145) (Note 1)....................                 $2,921,466
   Accrued interest receivable.....................                     45,503
   Cash............................................                     14,082
                                                                 ______________

             Total trust property..................                 $2,981,051
                                                                 ==============

 NET ASSETS, REPRESENTED BY:
   2,778 units of fractional undivided
     interest outstanding (Note 3).................   $2,937,550
   Undistributed net investment income.............       43,501
                                                    ____________
                                                                    $2,981,051
                                                                 ==============

 UNIT VALUE ($2,981,051/2,778 units)...............                  $1,073.09
                                                                 ==============

 </TABLE>












                           See Notes to Financial Statements.











                                                   D - 24
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (VIRGINIA TRUST)
<TABLE>
<CAPTION>
 STATEMENTS OF OPERATIONS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>
 INVESTMENT INCOME:
   Interest income.................................     $201,754      $206,961      $217,340
   Trustee's fees and expenses.....................       (5,289)       (5,167)       (5,516)
   Sponsors' fees .................................         (791)         (800)       (1,600)
                                                    __________________________________________

   Net investment income...........................      195,674       200,994       210,224
                                                    __________________________________________

 REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Realized gain on securities sold or
     redeemed......................................       18,376        12,670        11,890
   Unrealized appreciation (depreciation)
     of investments................................       11,364      (132,698)      196,451
                                                    __________________________________________

   Net realized and unrealized gain (loss) on
     investments...................................       29,740      (120,028)      208,341
                                                    __________________________________________












 NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS.................................     $225,414       $80,966      $418,565
                                                    ==========================================

 </TABLE>

                                     See Notes to Financial Statements.

                                                 D - 25


<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (VIRGINIA TRUST)
<TABLE><CAPTION>
 STATEMENTS OF CHANGES IN NET ASSETS
                                                    ............Years Ended June 30,..........
                                                         1995          1994          1993
                                                         ----          ----          ----
<S>                                                 <C>           <C>           <C>
 OPERATIONS:
   Net investment income...........................   $  195,674    $  200,994    $  210,224
   Realized gain on securities sold
      or redeemed..................................       18,376        12,670        11,890
   Unrealized appreciation (depreciation) of
      investments..................................       11,364      (132,698)      196,451
                                                    __________________________________________

   Net increase in net assets resulting
      from operations..............................      225,414        80,966       418,565
                                                    __________________________________________

 DISTRIBUTIONS TO HOLDERS (Note 2):
   Income..........................................     (196,658)     (200,861)     (211,171)











   Principal.......................................                       (869)
                                                    __________________________________________

   Total distributions.............................     (196,658)     (201,730)     (211,171)
                                                    __________________________________________

 CAPITAL SHARE TRANSACTIONS - Redemptions of 219,
   93 and 110 units, respectively..................     (232,438)     (104,417)     (119,914)
                                                    __________________________________________

 NET INCREASE (DECREASE) IN NET ASSETS.............     (203,682)     (225,181)       87,480

 NET ASSETS AT BEGINNING OF YEAR...................    3,184,733     3,409,914     3,322,434
                                                    __________________________________________

 NET ASSETS AT END OF YEAR.........................   $2,981,051    $3,184,733    $3,409,914
                                                    ==========================================

 PER UNIT:
   Income distributions during year................       $66.26        $66.24        $66.18
                                                    ==========================================
   Principal distributions during year.............                       $.29
                                                                     ===========
   Net asset value at end of year..................    $1,073.09     $1,062.64     $1,103.53
                                                    ==========================================

 TRUST UNITS OUTSTANDING AT END OF YEAR............        2,778         2,997         3,090
                                                    ==========================================
</TABLE>

                                     See Notes to Financial Statements.

                                                   D - 26


<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (VIRGINIA 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.

     (c) Interest income is recorded as earned.

  2. DISTRIBUTIONS

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

  3. NET CAPITAL

     Cost of 2,778 units at Date of Deposit......................   $2,815,529
     Less sales charge...........................................      126,704
                                                                _______________
     Net amount applicable to Holders............................    2,688,825
     Redemptions of units - net cost of 422 units 
       redeemed less redemption amounts..........................      (42,663)
     Realized gain on securities sold or redeemed................       42,936
     Principal distributions.....................................         (869)
     Unrealized appreciation of investments......................      249,321
                                                                _______________
     Net capital applicable to Holders...........................   $2,937,550
                                                                ===============

  4. INCOME TAXES

     As of June 30, 1995, unrealized appreciation of investments, based on cost
     for Federal income tax purposes, aggregated $249,321, all of which related
     to appreciated securities. The cost of investment securities for Federal
     income tax purposes was $2,672,145 at June 30, 1995.
</TABLE>

                                         D - 27
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I

 PORTFOLIO OF THE VIRGINIA TRUST
 AS OF JUNE 30, 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 Virginia Resources Authority, Water and        NR         $  500,000  7.500%    2020(6)    05/01/99     $  518,655  $ 560,885
    Sewer System Revenue Bonds, 1989 Series A                                                  @ 102.000


  2 Commonwealth of Virginia, Commonwealth         AA            300,000  6.000     2019       05/15/98        266,374    292,185
    Transportation Board, Transportation                                                       @ 102.000
    Revenue Bonds, Series 1989 (U.S. Route 58
    Corridor Development Program)


  3 Campbell County, VA, Utilities and Service     AAA           500,000  7.250     2019       10/01/99        509,510    549,280
    Authority, Water and Sewer System Revenue                                                  @ 102.000
    Bonds, Series 1989 (MBIA Ins.)(5)


  4 Fairfax County, VA, Water Authority,           AAA           355,000  7.300     2021(6)    01/01/00        361,858    399,368
    Water Revenue Bonds, Series 1989                                                           @ 102.000


  5 Industrial Development Authority of The City   Aa(m)         140,000  7.000     2007(6)    11/01/97        139,286    149,043
    of Norfolk, Virginia, Hospital Revenue Bonds,                                              @ 100.000
    Ser. 1987A (Med. Ctr. Hosp. Proj.)                           160,000  7.000     2007       11/01/97        159,184    166,963
                                                                                               @ 100.000


  6 The Rector and Visitors of The University of   AAA           450,000  7.150     2017(6)    06/01/98        450,000    493,803
    Virginia, Hospital Revenue Refunding Bonds                                                 @ 102.000
    (Series D)


  7 Puerto Rico Electric Power Authority, Power    A-            350,000  5.000     2012       07/01/99        267,278    309,939
    Revenue Refunding Bonds, Series N                                                          @ 100.000


                                                         _______________                                 _____________ __________
 TOTAL                                                        $2,755,000                                    $2,672,145 










$2,921,466
                                                         ===============                                 ============= ==========
</TABLE>

        See Notes to Portfolios on Pages D - 29 and D - 30.

                             D - 28
<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN, NEW JERSEY, NEW YORK,
 NORTH CAROLINA AND VIRGINIA TRUSTS)

 NOTES TO PORTFOLIOS
 AS OF JUNE 30, 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. "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) All Securities are insured either on an individual basis or by
    portfolio insurance, by a municipal bond insurance company which has
    been assigned "AAA" claims paying ability by Standard & Poor's.
    Accordingly, Standard & Poor's has assigned "AAA" ratings to the
    Securities. Securities covered by portfolio insurance are rated "AAA"
    only as long as they remain in this Trust. See "Risk Factors - Insured
    Obligations" in this Prospectus, Part B.
</TABLE>

                                        D - 29


<PAGE>

 DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
 MULTISTATE SERIES - 7I (MICHIGAN, NEW JERSEY, NEW YORK,
 NORTH CAROLINA AND VIRGINIA TRUSTS)

 NOTES TO PORTFOLIOS
 AS OF JUNE 30, 1995

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

(6) Bonds with an aggregate face amounts of $1,260,000, $1,730,000,
    $2,005,000, $2,505,000 and $1,445,000 for the Michigan, New Jersey,
    New York, North Carolina and Virginia Trusts, respectively, have been
    pre-refunded and are expected to be called for redemption on the
    optional redemption provision dates shown.
















                                          D - 30



<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.
<PAGE>
 

BUSINESS REPLY MAIL                                              NO POSTAGE
FIRST CLASS     PERMIT NO. 1313     NEW YORK, NY                 NECESSARY
                                                                 IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE                                  IN THE
          THE BANK OF NEW YORK                                 UNITED STATES
          UNIT INVESTMENT TRUST DEPARTMENT
          P.O. BOX 974
          WALL STREET STATION
          NEW YORK, NY 10268-0974

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


             SUPPLEMENT DATED AUGUST 14, 1995 TO PROSPECTUS--PART B
                      DEFINED ASSET FUNDS MUNICIPAL SERIES
                        MUNICIPAL INVESTMENT TRUST FUND
 
The following table replaces the table on page 5:
 
<TABLE><CAPTION>
                                                                            FINANCIAL INFORMATION
                                                                             AS OF MARCH 31, 1995
                                                                         (IN MILLIONS OF DOLLARS)
                                                             --------------------------------------
                                                                                POLICYHOLDERS'
                  NAME                    DATE ESTABLISHED   ADMITTED ASSETS           SURPLUS
----------------------------------------  -----------------  ---------------  ---------------------
<S>                                       <C>                <C>              <C>         
AMBAC Indemnity Corporation                        1970        $     2,204         $       792
Asset Guaranty Insurance Co. (AA by
  S&P)..................................           1988                166                  77
Capital Guaranty Insurance Company......           1986                309                 171
Capital Markets Assurance Corp.                    1987                210                 138
Connie Lee Insurance Company                       1987                195                 108
Continental Casualty Company............           1948             19,816               3,502
Financial Guaranty Insurance Company....           1984              2,172                 963
Financial Security Assurance Inc.                  1984                806                 341
Firemen's Insurance Company of Newark,
  NJ....................................           1855              2,038                 390
Industrial Indemnity Co. (HIBI)                    1920              1,719                 309
MBIA Insurance Corporation..............           1986              3,504               1,132
</TABLE>
 
The following is added on page 6 after the fourth sentence under the heading
"Litigation and Legislation":
 
     From time to time, proposals are introduced in Congress to, among other
things, reduce federal income tax rates, impose a flat tax, exempt investment
income from tax or abolish the federal income tax and replace it with another
form of tax. Enactment of any such legislation could adversely affect the value
of the Units. The Fund, however, cannot predict what legislation, if any, in
respect of tax rates may be proposed, nor can it predict which proposals, if
any, might be enacted.
 
The following is added on page 10 after the section entitled "Distributions":
 
RETURN CALCULATIONS
 
     Estimated Current Return shows the estimated annual cash to be received
from interest-bearing bonds in a 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 Trust. 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.
 
The following is added on page a-1 before the definition of "NR":
 
     * Continuance of the rating is contingent upon S&P's receipt of an executed
copy of the escrow agreement or closing documentation confirming investments and
cash flows.
                                                                     15900--2/95


<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

  YEAR OF UNIT                              DEFERRED SALES     CONTINGENT DEFERRED
   DISPOSITION       UP-FRONT SALES CHARGE         CHARGE        SALES CHARGE       TOTAL SALES CHARGES
-------------------  ---------------------  -----------------  -------------------  -------------------
<S>                  <C>                    <C>                <C>                  <C>
             1                  None            $   11.00           $   25.00            $   36.00
             2                  None                22.00               15.00                37.00
             3                  None                33.00               10.00                43.00
             4                  None                44.00                5.00                49.00
             5                  None                55.00                0.00                55.00

                                      b-1
<PAGE>
<CAPTION>
                  UNITS PURCHASED ON FIRST 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>
             2             $   11.00            $   11.00           $   15.00            $   37.00
             3                 11.00                22.00               10.00                43.00
             4                 11.00                33.00                5.00                49.00
             5                 11.00                44.00                0.00                55.00
<CAPTION>
                 UNITS PURCHASED ON SECOND 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>
             3             $   22.00            $   11.00           $   10.00            $   43.00
             4                 22.00                22.00                5.00                49.00
             5                 22.00                33.00                0.00                55.00
<CAPTION>
                  UNITS PURCHASED ON THIRD 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>
             4             $   33.00            $   11.00           $    5.00            $   49.00
             5                 33.00                22.00                0.00                55.00

<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>
 
PROSPECTUS FORMAT
 
     This prospectus consists of a Part A, this Part B and for certain State
Trusts, an additional Part C. The Prospectus does not contain all of the
information with respect to the investment company set forth in its
registration statement and exhibits relating thereto which have been filed
with the Securities and Exchange Commission, Washington, D.C. under the
Securities Act of 1933 and the Investment Company Act of 1940, and to which
reference is hereby made.
 
     No person is authorized to give any information or to make any
representations with respect to this investment company not contained in the
Prospectus; and any information or representation not contained herein must
not be relied upon as having been authorized. The Prospectus does not
constitute an offer to sell, or a solicitation of any offer to buy, securities
in any state to any person to whom it is not lawful to make such offer in such
state.
 
                                                                 15900--2/95



<PAGE>

                                                  DEFINED
                             ASSET FUNDSSM
 

SPONSORS:                               MUNICIPAL INVESTMENT
Merrill Lynch,                          TRUST FUND
Pierce, Fenner & Smith Incorporated     Multistate Series 7I
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 its
(212) 776-1000                          registration statement and exhibits
Dean Witter Reynolds Inc.               relating thereto; and any information or
Two World Trade Center--59th Floor      representation not contained therein
New York, N.Y. 10048                    must not be relied upon as having been
(212) 392-2222                          authorized. This Prospectus does not
EVALUATOR:                              constitute an offer to sell, or a
Kenny S&P Evaluation Services,          solicitation of an offer to buy,
a division of J. J. Kenny Co., Inc.     securities in any state to any person to
65 Broadway                             whom it is not lawful to make such offer
New York, N.Y. 10006                    in such state.
TRUSTEE:
The Bank of New York
(a New York Banking Corporation)
Unit Investment Trust Department
P.O. Box 974
Wall Street Station
New York, N.Y. 10268-0974
1-800-221-7771

 
                                                      12638--9/95
<PAGE>
                             DEFINED ASSET FUNDS--
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                       CONTENTS OF REGISTRATION STATEMENT
 
     This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:
 
     The facing sheet of Form S-6.
 
     The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).
 
     The Prospectus.
 
     The Signatures.
 
The following exhibits:
 
     1.1.1--Form of Standard Terms and Conditions of Trust Effective as of
            October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
            Registration Statement of Municipal Investment Trust Fund,
            Multistate Series--48, 1933 Act File No. 33-50247).
 
     4.1  --Consent of the Evaluator.
 
     5.1  --Consent of independent accountants.
 
     9.1  --Information Supplement (incorporated by reference to Exhibit 9.1 to
            Amendment No. 1 to the Registration Statement of Municipal
        Investment Trust Fund, Insured Series--226, 1933 Act File No. 33-61281).
 
                                      R-1
<PAGE>
                             DEFINED ASSET FUNDS--
                        MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES 7I
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES 7I,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 13TH DAY OF
SEPTEMBER, 1995.
 
             SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.
 
     A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Smith Barney Inc.
has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
 
     A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Prudential
Securities Incorporated has signed this Registration Statement or Amendment to
the Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.
 
     A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.
 
                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR
 

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

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

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

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

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

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

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

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

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

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


                                                                     EXHIBIT 4.1
 
                         KENNY S&P EVALUATION SERVICES
                      A DIVISION OF J. J. KENNY CO., INC.
                                  65 BROADWAY
                           NEW YORK, N.Y. 10006-2511
                            TELEPHONE (212) 770-4422
                                FAX 212/797-8681
 
                                                   September 13, 1995
 
Frank A. Ciccotto
Vice President
 

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

 
RE: DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 7I
 
Gentlemen:
 
     We have examined the post-effective Amendment to the Registration Statement
File No. 33-35807 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.
 
     In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in our
KENNYBASE database.
 
     You are hereby authorized to file copies of this letter with the Securities
and Exchange Commission.
 
                                                   Sincerely,
                                                   FRANK A. CICCOTTO


<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 1
   <NAME> MICHIGAN TRUST
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        2,558,814
<INVESTMENTS-AT-VALUE>                       2,794,727
<RECEIVABLES>                                   59,953
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,854,680
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                        6,224
<TOTAL-LIABILITIES>                              6,224
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     2,750,584
<SHARES-COMMON-STOCK>                            2,644
<SHARES-COMMON-PRIOR>                            2,831
<ACCUMULATED-NII-CURRENT>                       41,959
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       235,913
<NET-ASSETS>                                 2,848,456
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              189,508
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   5,908
<NET-INVESTMENT-INCOME>                        183,600
<REALIZED-GAINS-CURRENT>                        15,988
<APPREC-INCREASE-CURRENT>                      (8,351)
<NET-CHANGE-FROM-OPS>                          191,237
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      184,470
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           14,042
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                        187
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (204,034)
<ACCUMULATED-NII-PRIOR>                         45,156
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 2
   <NAME> NEW JERSEY TRUST
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        6,190,879
<INVESTMENTS-AT-VALUE>                       6,759,820
<RECEIVABLES>                                  157,072
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,916,892
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       33,172
<TOTAL-LIABILITIES>                             33,172
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     6,215,975
<SHARES-COMMON-STOCK>                            6,335
<SHARES-COMMON-PRIOR>                            6,662
<ACCUMULATED-NII-CURRENT>                       98,804
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       568,941
<NET-ASSETS>                                 6,883,720
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              453,595
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  10,147
<NET-INVESTMENT-INCOME>                        443,448
<REALIZED-GAINS-CURRENT>                        29,674
<APPREC-INCREASE-CURRENT>                       81,664
<NET-CHANGE-FROM-OPS>                          554,786
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      445,218
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                            2,398
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                        327
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (245,348)
<ACCUMULATED-NII-PRIOR>                        105,583
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 3
   <NAME> NEW YORK TRUST
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        5,848,152
<INVESTMENTS-AT-VALUE>                       6,412,021
<RECEIVABLES>                                  144,000
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,556,021
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       18,353
<TOTAL-LIABILITIES>                             18,353
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     5,868,741
<SHARES-COMMON-STOCK>                            6,026
<SHARES-COMMON-PRIOR>                            6,539
<ACCUMULATED-NII-CURRENT>                      105,058
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       563,869
<NET-ASSETS>                                 6,537,668
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              443,627
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   9,875
<NET-INVESTMENT-INCOME>                        433,752
<REALIZED-GAINS-CURRENT>                        45,916
<APPREC-INCREASE-CURRENT>                        1,416
<NET-CHANGE-FROM-OPS>                          481,084
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      434,795
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                           26,814
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                        513
<SHARES-REINVESTED>                          (524,543)
<NET-CHANGE-IN-ASSETS>                         114,164
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> NORTH CAROLINA TRUST
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        2,947,954
<INVESTMENTS-AT-VALUE>                       3,164,289
<RECEIVABLES>                                   71,645
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,235,934
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       14,989
<TOTAL-LIABILITIES>                             14,989
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     2,957,958
<SHARES-COMMON-STOCK>                            3,052
<SHARES-COMMON-PRIOR>                            3,095
<ACCUMULATED-NII-CURRENT>                       46,652
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       216,335
<NET-ASSETS>                                 3,220,945
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              210,004
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,157
<NET-INVESTMENT-INCOME>                        203,847
<REALIZED-GAINS-CURRENT>                         2,146
<APPREC-INCREASE-CURRENT>                        9,873
<NET-CHANGE-FROM-OPS>                          215,866
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      204,297
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                            6,038
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                         43
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                        (38,413)
<ACCUMULATED-NII-PRIOR>                         47,694
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> VIRGINIA TRUST
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<INVESTMENTS-AT-COST>                        2,672,145
<INVESTMENTS-AT-VALUE>                       2,921,466
<RECEIVABLES>                                   45,503
<ASSETS-OTHER>                                  14,082
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,981,051
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                     2,688,229
<SHARES-COMMON-STOCK>                            2,778
<SHARES-COMMON-PRIOR>                            2,997
<ACCUMULATED-NII-CURRENT>                       43,501
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                       249,321
<NET-ASSETS>                                 2,981,051
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                              201,754
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   6,080
<NET-INVESTMENT-INCOME>                        195,674
<REALIZED-GAINS-CURRENT>                        18,376
<APPREC-INCREASE-CURRENT>                       11,364
<NET-CHANGE-FROM-OPS>                          225,414
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      196,658
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                    196,658
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                          219
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                   (203,683)
<GROSS-ADVISORY-FEES>                           47,162
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Defined Asset Funds--Municipal Investment Trust Fund--Multistate Series 7I
(Michigan, New Jerey, New York, North Carolina and Virginia Trusts):
 
We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-35807 of our opinion dated August 21, 1995 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Auditors' in such Prospectus.
 
DELOITTE & TOUCHE LLP
New York, N.Y.
September 13, 1995




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


                                                           September 13, 1995


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

Dear Sirs:

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

                                                        Very truly yours,

                                                        Davis Polk & Wardwell

Attachment

<PAGE>

                                   EXHIBIT A
<TABLE>
<CAPTION>




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



DEFINED ASSET FUNDS-MITF AMT MPS-13                           858776   33-40427   811-1777


DEFINED ASSET FUNDS-CS Real Estate Income Fund                903643   33-51869   811-3044


DEFINED ASSET FUNDS-MITF IS-154                               781181   33-34658   811-1777
DEFINED ASSET FUNDS-MITF IS-168                               803820   33-40525   811-1777
DEFINED ASSET FUNDS-MITF IS-180                               803852   33-48795   811-1777

DEFINED ASSET FUNDS-MITF ITS-177                              868091   33-40888   811-1777
DEFINED ASSET FUNDS- ITS-209 DAF                              868116   33-49637   811-1777
DEFINED ASSET FUNDS- ITS-234 DAF                              910380   33-54001   811-1777

DEFINED ASSET FUNDS- MPS-543 DAF                              892766   33-54073   811-1777


DEFINED ASSET FUNDS-MULTI-CURRENCY 28 DAF                     893393   33-54259   811-2843


DEFINED ASSET FUNDS-MITF MSS-7                                881831   33-48473   811-1777
DEFINED ASSET FUNDS-MITF MSS-8                                881832   33-48474   811-1777
DEFINED ASSET FUNDS- MSS-38 DAF                               895625   33-49623   811-1777
DEFINED ASSET FUNDS- MSS-66 DAF                               910015   33-54041   811-1777
DEFINED ASSET FUNDS-MITF MSS 7H                               847214   33-35573   811-1777
DEFINED ASSET FUNDS-MITF MSS 7I                               847215   33-35807   811-1777
DEFINED ASSET FUNDS-MITF MSS 8Y                               868169   33-41158   811-1777
DEFINED ASSET FUNDS-MITF MSS 8Z                               868170   33-41365   811-1777
DEFINED ASSET FUNDS-MITF MSS 9A                               868171   33-41366   811-1777
DEFINED ASSET FUNDS-MITF MSS B                                733259   2-87966    811-1777

TOTAL:   20 FUNDS

</TABLE>



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