FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, N.J. 08543-9051
2. Name of each series or class of fund for which this notice is
filed:
Municipal Investment Trust Fund, Intermediate Term
Series-215, Defined Asset Funds
3. Investment Company Act File Number:
811-1777
Securities Act File Number:
33-50065
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year but
before termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
Not Applicable
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal year:
None
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
682 Units $704,267.52 Aggregate Sale Price
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
682 Units $704,267.52 Aggregate Sale Price
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Not Applicable
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on rule
24f-2 (from item 10): $704,267.52
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
from Item 11, if applicable): N/A
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): $1,929,661.
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to rule 24f-
2 (if applicable): $0.00
(v) Net aggregate price of securities sold and
issued during the fiscal year in reliance on
rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (vi)] (if applicable): $0.00
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): 1/33rd of 1%
_____________
$0.00
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13. Check box if fees are being remitted to the Commissions's
lockbox depository as describe in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Not Applicable
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By Merrill Lynch, Pierce, Fenner & Smith
Incorporated
By /s/ Daniel C. Tyler
Vice-President
Date: February 24, 1997
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
February 24, 1997
Merrill Lynch, Pierce, Fenner &
Smith Incorporated as Agent
for the Sponsors of certain
Unit Investment Trusts
800 Scudders Mill Road
Plainsboro, New Jersey 08536
Dear Sirs:
We have acted as special counsel for you and the other
Sponsors of Municipal Investment Trust Fund, Intermediate Term
Series-215, Defined Asset Funds (the "Fund"), in connection with
the issuance of units of fractional undivided interest in the
Fund (the "Units") in accordance with the related Trust Indenture
(the "Indenture") with The Chase Manhattan Bank as trustee (the
"Trustee"). The accompanying Rule 24f-2 Notice (the "Notice") for
the Fund makes definite in number the registration of Units sold
in reliance upon the Rule during the fiscal period covered by the
Notice. The Units covered by the Notice are hereinafter referred
to as the "Registered Units".
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such
documents and instruments as we have deemed necessary or
advisable for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the
Registered Units, assuming due execution and delivery of any
certificates evidencing the Registered Units by the Sponsor and
the Trustee and assuming payment for all registered Units in
accordance with the Indenture, have been legally issued and are
fully-paid and non-assessable.
Very truly yours,
/s/ Davis Polk & Wardwell
