<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 33-42769*
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENTS 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:
NATIONAL MUNICIPAL TRUST,
Series 144
Multistate Series 46
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
It is proposed that this filing will become effective (check appropriate
box.)
___
/ / immediately upon filing on (date) pursuant to
paragraph (b);
___
/X / on February 28, 1997 pursuant to paragraph (b);
___
/__/ 60 days after filing pursuant to paragraph (a);
___
/__/ on (date) pursuant to paragraph (a) of rule 485.
_______________
* This Registration Statement combines two Registration Statements
(File Nos. 33-42767 and 33-42769) pursuant to Rule 429.
<PAGE>
CUSIPS: 63701H714R;63701H722R MAIL CODE A
Prospectus--PART A
NOTE: PART A of this Prospectus may not be distributed unless accompanied by
Part B.
- --------------------------------------------------------------------------------
NATIONAL MUNICIPAL TRUST
Series 144
NMT Multistate Series 46
- --------------------------------------------------------------------------------
The initial public offering of Units in each Trust has been completed. The Units
offered hereby are issued and outstanding Units which have been acquired by the
Sponsor either by purchase from the Trustee of Units tendered for redemption or
in the secondary market.
The objectives of each Trust are the providing of interest income which, in the
opinion of counsel is, under existing law, excludable from gross income for
Federal income tax purposes (except in certain instances depending on the Unit
Holder), through investment in a fixed portfolio consisting primarily of
long-term state, municipal and public authority debt obligations, and the
conservation of capital. In addition, in the opinion of bond counsel to the
issuers of the obligations, the interest income on the obligations held by the
underlying unit investment trust composing Multistate Series 46 designated as
the California Trust (Insured) (the ``California Trust (Insured)'' the ``State
Trust'' or the ``Trust'' or the ``Insured Trust'' as the context requires), is
exempt from state and any local income taxes to individual Unit Holders resident
in the State for which the State Trust is named. There is, of course, no
guarantee that the Trust's objectives will be achieved. The value of the Units
of each Trust will fluctuate with the value of the portfolio of underlying
Securities. Each municipal bond in the Insured Trust is covered by an
irrevocable insurance policy as a result of which the Units of the Insured Trust
were rated AAA by Standard & Poor's Corporation as of the Date of Deposit.
Insurance guaranteeing the scheduled payment of principal of and interest on the
securities in the California Trust (Insured) to the maturity of such Securities
has been obtained at the cost of the issuer at the time of issuance. No
representation is made as to the insurers' ability to meet their commitments.
The Securities in Series 144 are not insured. The Securities in the Trusts are
not insured by The Prudential Insurance Company of America. The Prospectus
indicates the extent to which interest income of each Trust is subject to
alternative minimum tax under the Internal Revenue Code of 1986, as amended.
See ``Schedule of Portfolio Securities'' and ``Portfolio Summary.''
Minimum Purchase: 1 Unit
PUBLIC OFFERING PRICE of the Units of each Trust is equal to the aggregate bid
side evaluation of the underlying Securities in each Trust's Portfolio divided
by the number of Units outstanding in such Trust, plus a sales charge as set
forth in the table herein. (See Part B--``Public Offering of Units--Volume
Discount.'') Units are offered at the Public Offering Price plus accrued
interest. (See Part B--``Public Offering of Units.'')
- --------------------------------------------------------------------------------
Sponsor:
Prudential Securities (LOGO)
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
Please read and retain Prospectus dated
this Prospectus for future reference February 28, 1997
<PAGE>
NATIONAL MUNICIPAL TRUST
Series 144
Multistate Series 46
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TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C> <C>
Summary................................................................................. Part A A-i
Summary of Essential Information........................................................ A-iv
Independent Auditors' Report............................................................ A-1
Statement of Financial Condition........................................................ A-2
Schedule of Portfolio Securities........................................................ A-7
The Trust............................................................................... Part B 1
Portfolio Summary.................................................................. 2
Insurance on the Securities in the Portfolio of an Insured Trust--General.......... 9
Insurance on the Securities in the Portfolio of an Insured Trust--Insurers......... 9
Objectives and Securities Selection................................................ 14
Estimated Annual Income Per Unit................................................... 14
Tax Status.............................................................................. 15
Public Offering of Units................................................................ 18
Public Offering Price.............................................................. 18
Public Distribution................................................................ 19
Secondary Market................................................................... 20
Sponsor's and Underwriters' Profits................................................ 20
Secondary Market Sales Charge...................................................... 20
Volume Discount.................................................................... 21
Employee Discount.................................................................. 21
Exchange Option......................................................................... 21
Tax Consequences................................................................... 23
Reinvestment Program.................................................................... 23
Expenses and Charges.................................................................... 23
Expenses........................................................................... 23
Fees............................................................................... 23
Other Charges...................................................................... 25
Rights of Unit Holders.................................................................. 25
Certificates....................................................................... 25
Distribution of Interest and Principal............................................. 25
Reports and Records................................................................ 27
Redemption......................................................................... 27
Sponsor................................................................................. 28
Limitations on Liability........................................................... 29
Responsibility..................................................................... 30
Resignation........................................................................ 30
Trustee................................................................................. 30
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Evaluator............................................................................... 31
Limitations on Liability........................................................... 31
Responsibility..................................................................... 31
Resignation........................................................................ 31
Amendment and Termination of the Indenture.............................................. 32
Amendment.......................................................................... 32
Termination........................................................................ 32
Legal Opinions.......................................................................... 32
Auditors................................................................................ 32
Bond Ratings............................................................................ 32
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
This 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 herein; and any
information or representations not contained herein must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell, or
a solicitation of an offer to buy, securities in any state to any person to whom
it is not lawful to make such offer in such state.
- --------------------------------------------------------------------------------
SUMMARY
National Municipal Trust, Series 144 (``National Trust (Uninsured)'') and
Multistate Series 46 which consists of one underlying unit investment trust
designated as the California Trust (Insured) (the ``California Trust (Insured)''
the ``State Trust'', (the ``Trust'' or the ``Insured Trust'' as the context
requires) are composed of interest-bearing municipal bonds (the ``Securities'').
The Securities in the State Trust are issued primarily by or on behalf of the
State for which the State Trust is named and counties, municipalities,
authorities and political subdivisions thereof. The interest on these bonds, in
the opinion of bond counsel to the issuing governmental authorities is, under
existing law, excludable from gross income for Federal income tax purposes
(except in certain instances depending on the Unit Holder) and, as respects the
underlying State Trust, exempt from State and any local income taxes to
individual Unit Holders resident in the State for which the State Trust is
named.
INSURANCE guaranteeing the scheduled payments of principal of and interest
on the Securities in the portfolio of the Insured Trust has been obtained by the
issuer at the cost of the issuer at the time of issuance of the Securities from
AMBAC Indemnity Corporation (``AMBAC''), Capital Guaranty Insurance Company
(``Cap. Gty.''), Financial Security Assurance (``FSA''), Municipal Bond
Insurance Association (``MBIA''), Municipal Bond Investors Assurance Corporation
(``MBIAC''), and/or Financial Guaranty Insurance Company (``Financial Guaranty''
or ``FGIC'') (singularly, each an ``Insurance Company'' and, collectively, the
``Insurance Companies''). (See Part B--``The Trust--Insurance on the Securities
in the Portfolio of an Insured Trust''). As a result of the insurance, the
Securities and the Units of the Insured Trust have received a rating of AAA by
Standard & Poor's Corporation. There can be no assurance that Units of the
Insured Trust will retain this AAA rating. There is, of course, no guarantee
that the objectives of the Insured Trust will be achieved since an issuer may be
unable to meet its principal and interest payment obligations and, in such
event, the Insurance Company involved may be unable to satisfy its insurance
obligation. Insurance is not a substitute for the basic credit of an issuer, but
supplements the issuer's existing credit and provides additional security
therefor. NO REPRESENTATION IS MADE AS TO THE ABILITY OF THE INSURANCE COMPANIES
TO MEET THEIR COMMITMENTS.
MONTHLY DISTRIBUTIONS of principal, premium, if any, and interest received
by each Trust will be made on or shortly after the twenty-fifth day of each
month to Unit Holders of record as of the immediately preceding Record Date.
(See Part B--``Rights of Unit Holders--Distribution of Interest and
Principal''.) Alternatively, Unit Holders may elect to have their distributions
reinvested in the Reinvestment Program of the Sponsor, as, if and when such
program is available to Unit Holders. (See Part B--``Reinvestment Program.'')
THE SPONSOR, although not obligated to do so, presently intends to maintain
a secondary market for the Units in each Trust based on the aggregate bid side
evaluation of the underlying Securities, as more fully described under Part
B--``Public Offering of Units--Secondary Market--Public Offering Price.'' If
such a market is not maintained, a Unit Holder may be able to dispose of his
Units only through redemption at prices based on the aggregate bid side
evaluation of the underlying Securities. (See Part B--``Rights of Unit
Holders--Redemption--Computation of Redemption Price per Unit.'')
SPECIAL CONSIDERATIONS. An investment in Units of each Trust should be made
with an understanding of the risks which an investment in fixed rate long-term
debt obligations may entail, including the risk that the value of the Units will
decline with increases in interest rates. Insurance obtained by the Security
issuer does not guarantee the market value of the Securities or the value of the
Units. Any such insurance obtained by the issuer may be considered to represent
an element of market value in regard to the Securities thus insured. The
insurance on the Securities in the Insured Trust does not protect Unit Holders
from the risk that the value of the Units may decline. (See Part B--``The
Trust--Portfolio
A-i
<PAGE>
Summary.'') The ratings of the Securities set forth in Part A--``Schedule of
Portfolio Securities'' may have declined due to, among other factors (including
a decline in the creditworthiness of an insurer in the case of an insured trust
which may also result in a decline in the AAA rating of the Units of an insured
trust), a decline in creditworthiness of the issuer of said Securities.
Note: In Part B ``Rights of Unit Holders--Distribution of Interest and
Principal'' the Minimum Principal Distribution Amount is amended to read $1.00
per Unit.
Note: In Part B ``Trustee'' the location of the unit investment trust office
of The Chase Manhattan Bank is amended to read 4 New York Plaza, New York, New
York 10004.
Portfolio Summary
National Trust (Uninsured)
The Portfolio contains 14 issues of Securities of issuers located in 10
states. All of the issues are payable from the income of specific projects or
authorities and are not supported by the issuer's power to levy taxes. Although
income to pay such Securities may be derived from more than one source, the
primary sources of such income and the percentage of issues deriving income from
such sources are as follows: airport facilities: 11.0%* of the Trust; health and
hospital facilities: 44.6%* of the Trust; housing facilities: 20.9%* of the
Trust; industrial development bonds: 10.1%* of the Trust; resource recovery
facilities: 1.8%* of the Trust; transportation facilities: 5.8%* of the Trust;
utility facilities: 1.9%* of the Trust; miscellaneous facilities: 3.9%* of the
Trust. The Trust is concentrated in health and hospital facilities Securities.
The Portfolio also contains Securities representing 20.9%* of the Trust
(single-family housing securities) which are subject to the requirements of
Section 103A of the Internal Revenue Code of 1954, as amended, or Section 143 of
the Internal Revenue Code of 1986.
Approximately 20.9%* of the Securities in the Trust also contain provisions
which require the issuer to redeem such obligations at par from unused proceeds
of the issue within a stated period which typically does not exceed three years
from the date of issuance of such Securities.
50.9%* of the Securities in the Trust are rated by Standard & Poor's
Corporation (15.6%* being rated AAA, 12.7%* being rated A and 22.6%* being rated
BBB), 36.3%* of the Securities in the Trust are rated by Moody's Investors
Service (25.3% being rated Aaa and 11.0%* being rated Baa) and 12.8%* of the
Securities in the Trust are not rated. For a description of the meaning of the
applicable rating symbols as published by Standard & Poor's and Moody's, see
Part B--``Bond Ratings.'' It should be emphasized, however, that the ratings of
Standard & Poor's and Moody's represent their opinions as to the quality of the
Securities which they undertake to rate and that these ratings are general and
are not absolute standards of quality.
Eight Securities in the Trust have been issued with an ``original issue
discount.'' (See Part B--``Tax Status.'')
Of these original issue discount bonds, approximately 6.3% of the aggregate
principal amount of the Securities in the Trust (although only 1.9%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds.)
Alternative Minimum Tax
As of the date of the Summary of Essential Information, the Sponsor's
affiliate, The Prudential Investment Corporation, estimated that 32.7% of the
estimated annual income per Unit consists of interest on private activity bonds,
which interest is to be treated as a tax preference item for alternative minimum
tax purposes (See ``Tax Status'' and ``Schedule of Portfolio Securities.'')
The Sponsor participated as sole underwriter or manager or member of
underwriting syndicates from which approximately 22.3%* of the Trust was
acquired.
California Trust (Insured)
The Portfolio contains 9 issues of Securities of issuers located in the
State of California. One of the issues (4.8%* of the Trust) is a general
obligation of a governmental entity and is backed by the general taxing power of
the entity. The
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on January 27, 1997.
A-ii
<PAGE>
remaining issues are payable from the income of specific projects or authorities
and are not supported by the issuer's power to levy taxes. Although income to
pay such Securities may be derived from more than one source, the primary
sources of such income and the percentage of issues deriving income from such
sources are as follows: convention center facilities: .9%* of the Trust; health
and hospital facilities: 2.6%* of the Trust; housing facilities: 8.1%* of the
Trust; transportation facilities: 23.6%* of the Trust; utility facilities:
24.0%* of the Trust; certificates of participation: 36.0%* of the Trust. The
Trust is concentrated in certificates of participation Securities.
100%* of the Securities in the Trust are rated AAA by Standard & Poor's
Corporation. For a description of the meaning of the applicable rating symbols
as published by Standard & Poor's, see Part B--``Bond Ratings''. It should be
emphasized, however, that the ratings of Standard & Poor's represent its opinion
as to the quality of the Securities which it undertakes to rate and that these
ratings are general and are not absolute standards of quality.
Two Securities in the Trust have been issued with an ``original issue
discount''. (See Part B--``Tax Status''.)
Of these original issue discount bonds, approximately 14.1% of the aggregate
principal amount of the Securities in the Trust (although only 4.8%* of the
aggregate bid price of all Securities in the Trust) are zero coupon bonds
(including bonds known as multiplier bonds, money multiplier bonds, capital
appreciation bonds, capital accumulator bonds, compound interest bonds, and
discount maturity payment bonds).
The Securities in the Trust are insured to maturity by the insurance
obtained by the issuer from the following insurance companies: AMBAC: 3.5%*;
FGIC: 23.6%*; MBIA & MBIAC: 72.9%*(D).
- ------------
* Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on January 27, 1997.
(D) Percentage shown for MBIA & MBIAC includes Securities originally insured
by BIG which have been reinsured by MBIAC pursuant to reinsurance agreements.
A-iii
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
As of January 27, 1997
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $9,460,000.00
NUMBER OF UNITS.................................... 9,552
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/9,552nd
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the Trust...................................... $9,814,362.56
Divided by 9,552 Units........................... $ 1,027.46
Plus sales charge of 4.469% of Public Offering
Price (4.678% of net amount invested in
Securities).................................... $ 48.06
-------------
Public Offering Price per Unit(2)(4)............. $ 1,075.52
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $48.06 less than Public Offering
Price per Unit)(4)............................... $ 1,027.46
-------------
-------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum .25 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--93.7%; at par--0%; at a discount from par--6.3%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: September 1, 2041
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $4,000,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: November 20, 1991(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $69.39
Less estimated annual expenses per Unit(3)..................................................... (1.58)
-------
Estimated Net Annual Income per Unit........................................................... $67.81
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.00
Daily Rate of Income Accrual per Unit............................................................ $.1884
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 6.30%
Estimated Long-Term Return(6).................................................................... 4.69%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 5.65
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of January 27, 1997 and may
vary from the Public Offering Price on the date of this Prospectus or any
subsequent date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to January 30, 1997, the expected
date of settlement for the purchase of Units on January 27, 1997 was $18.32.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--``The Trust''--``Estimated Annual Income and
Current Return per Unit.'')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the bid price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated on
a pre-tax basis using a formula which takes into consideration, and factors in
the relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculations include only Net Annual Interest Income and Public
Offering Price as of the above indicated calculation date of the Summary of
Essential Information.
A-iv
<PAGE>
SUMMARY OF ESSENTIAL INFORMATION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
As of January 27, 1997
STANDARD & POOR'S CORPORATION RATING: AAA
<TABLE>
<S> <C>
FACE AMOUNT OF SECURITIES.......................... $1,885,000.00
NUMBER OF UNITS.................................... 2,197
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
REPRESENTED BY EACH UNIT......................... 1/2,197th
PUBLIC OFFERING PRICE
Aggregate bid side evaluation of Securities in
the
Trust.......................................... $1,869,543.12
Divided by 2,197 Units........................... $ 850.95
Plus sales charge of 3.629% of Public Offering
Price (3.766% of net amount invested in
Securities).................................... $ 32.05
-------------
Public Offering Price per Unit(2)(4)............. $ 883.00
-------------
-------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
UNIT (based on bid side evaluation of underlying
Securities, $32.05 less than Public Offering
Price per Unit)(4)............................... $ 850.95
-------------
-------------
MINIMUM PRINCIPAL DISTRIBUTION: No distribution need be made from
the Principal Account if the balance therein is less than $1
per Unit.
SPONSOR'S ANNUAL PORTFOLIO SUPERVISION FEE: Maximum $.05 per
$1,000 face amount of underlying Securities.
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO:
Face amount of Securities with bid side evaluation:
over par--85.6%; at par--0.3%; at a discount from par--14.1%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: September 1, 2041
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
of the Trust is less than $1,360,000.
Percentage of Unit Holders required to consent in order to amend
(as permitted) the Trust Indenture and Agreement (except under
certain circumstances when Unit Holder consent is not
required).................................................. 51%
Percentage of Unit Holders required to consent in order to
terminate the Trust........................................ 51%
DATE OF DEPOSIT: November 20, 1991(1)
</TABLE>
<TABLE>
<CAPTION>
Monthly
-------
<S> <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
Estimated Annual Income per Unit............................................................... $52.35
Less estimated annual expenses per Unit(3)..................................................... (1.65)
-------
Estimated Net Annual Income per Unit........................................................... $50.70
-------
-------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................ $ 1.00
Daily Rate of Income Accrual per Unit............................................................ $.1408
Estimated Current Return (based on Public Offering Price)(5)(6).................................. 5.74%
Estimated Long-Term Return(6).................................................................... 3.91%
INTEREST DISTRIBUTION
Estimated Net Annual Income per Unit / 12...................................................... $ 4.22
Record Dates--Monthly: tenth day of each month
Distribution Dates--Monthly: twenty-fifth day of each month
</TABLE>
- ------------
(1) The Date of Deposit is the date on which the Indenture was signed and
the deposit of Securities with the Trustee was made.
(2) This Public Offering Price is computed as of January 27, 1997 and may
vary from the Public Offering Price on the date of this Prospectus or any
subsequent date.
(3) Includes Trustee's fee, Sponsor's Portfolio supervision fee, estimated
expenses and Evaluator's fees.
(4) Exclusive of accrued interest which to January 30, 1997, the expected
date of settlement for the purchase of Units on January 27, 1997 was $13.84.
(5) The estimated current return is increased for transactions entitled to a
reduced sales charge. (See Part B--``The Trust''--``Estimated Annual Income and
Current Return per Unit.'')
(6) The Estimated Current Return is calculated by dividing the Estimated Net
Annual Income per Unit by the Public Offering Price per Unit. The Estimated Net
Annual Income per Unit will vary with changes in fees and expenses of the
Trustee and the Evaluator and with the principal prepayment, redemption,
maturity, exchange or sale of Securities while the Public Offering Price will
vary with changes in the bid price of the underlying Securities; therefore,
there is no assurance that the present Estimated Current Return indicated above
will be realized in the future. The Estimated Long-Term Return is calculated on
a pre-tax basis using a formula which takes into consideration, and factors in
the relative weightings of, the market values, yields (which takes into account
the amortization of premiums and the accretion of discounts) and estimated
retirements of all of the Securities in the Trust and takes into account the
expenses and sales charge associated with each Unit. Since the market values and
estimated retirements of the Securities and the expenses of the Trust will
change, there is no assurance that the present Estimated Long-Term Return as
indicated above will be realized in the future. The after-tax Estimated
Long-Term Return will be lower to the extent of any taxation on the disposition
of Securities. The Estimated Current Return and Estimated Long-Term Return are
expected to differ because the calculation of the Estimated Long-Term Return
reflects the estimated date and amount of principal returned while the Estimated
Current Return calculations include only Net Annual Interest Income and Public
Offering Price as of the above indicated calculation date of the Summary of
Essential Information.
A-v
<PAGE>
Risk Factors
Potential purchasers of the Units of a State Trust should consider the fact
that the Trust's Portfolio consists primarily of Securities issued by the state
for which such State Trust is named or its municipalities or authorities and
realize the substantial risks associated with an investment in such Securities.
Each State Trust is subject to certain additional risk factors:
The Sponsor believes the information summarized below describes some of the
more significant aspects of the State Trust. The sources of such information are
the official statements of issuers as well as other publicly available
documents. While the Sponsor has not independently verified this information, it
has no reason to believe that such information is not correct in all material
respects.
California Trust
Since the start of the 1990-91 fiscal year, California (the ``State'') has
faced the worst economic, fiscal and budget conditions since the 1930s.
Construction, manufacturing (especially aerospace), exports and financial
services, among others, have all been severely affected. Job losses have been
the worst of any post-war recession and have been estimated to exceed 800,000.
While the most severe point of the recession has been estimated to have occurred
in late 1993, pre-recession job levels are not expected to be reached for
several more years.
The recession has affected State tax revenues, which mirror economic
conditions. It has also caused increased expenditures for health and welfare
programs. The State has also been facing a structural imbalance in its budget
with the largest programs supported by the General Fund (K-12 schools and
community colleges, health, welfare and corrections) growing at rates higher
than the growth rates for the principal revenue sources of the General Fund.
(The General Fund, the State's main operating fund, consists of revenues which
are not required to be credited to any other fund.) As a result, the State has
experienced recurring budget deficits.
Employment, income, and retail sales in the State have shown modest
increases over the past two years, indicating some recovery from recessionary
conditions. These increases notwithstanding, pre-recession job levels are not
expected to be reached until 1997.
Together with the federal government, which is providing over $9.5 billion
in aid, the State is committed to assisting local governments, individuals and
businesses suffering damage caused by the Northridge earthquake, as well as to
assisting in the repair and replacement of State-owned facilities.
On December 6, 1994, Orange County, California (the ``County''), together
with its pooled investment funds (the ``Pools''), filed for protection under
Chapter 9 of the federal Bankruptcy Code.
On May 2, 1995, the Bankruptcy Court approved a settlement agreement
covering claims of the other participating entities against the County and the
Pools. Most participants have received in cash 80% (90% for school districts) of
their Pools' investments with the balance to be paid in the future.
The State bears no existing obligation in connection with any of the
outstanding obligations or securities of the County or any of the other
participating entities. It may, however, be necessary for the State to intervene
if the County lacks sufficient resources to maintain County administered State
programs. In this regard, the State cannot predict what, if any, action may
occur. The Legislature is considering the County's new financial plan and other
proposals relating to the County bankruptcy, including possible State oversight
of County finances. None of the proposals, however, presently involve any direct
State financial support of the County.
1995-96 Budget
The State began the 1995-96 fiscal year with strengthening revenues based on
an improving economy and the smallest nominal ``budget gap'' to be closed in
many years.
The 1995-96 Budget Act, signed by the Governor on August 3, 1995, projects
General Fund revenues and transfers of $44.1 billion, about $2.2 billion higher
than projected revenues in 1994-95. The Budget Act projects Special Fund
revenues of $12.7 billion, an increase from $12.1 billion projected in 1994-95.
The 1995-96 Budget Act projects General Fund expenditures and transfers of
$43.4 billion, an increase of $168 million over 1994-95. The Budget Act also
projects Special Fund expenditures of $13.4 billion, a decrease of $700 million
from 1994-95 projected expenditures. The principal features of the Budget Act
were the following:
A-vi
<PAGE>
1. Proposition 98 funding for schools and community colleges will increase
by about $1 billion (General Fund) and $1.2 billion total above revised 1994-95
levels. Because of higher than projected revenues in 1994-95, an additional $543
million is appropriated to the 1994-95 Proposition 98 entitlement. A significant
component of this amount is a block grant of about $54 per pupil for any
one-time purpose. Per-pupil expenditures are projected to increase by another
$126 in 1995-96 to $4,435. A full 2.7% cost of living allowance is funded for
the first time in several years. The budget compromise anticipates a settlement
of the CTA v. Gould litigation.
2. Cuts in health and welfare costs totaling about $900 million, some of
which would require federal legislative approval.
3. A 3.5% increase in funding for the University of California ($90 million
General Fund) and the California State University system ($24 million General
Fund).
4. The Budget assumes receipt of $473 million in new federal aid for costs
of illegal immigrants, in excess of federal government commitments. This amount
is considerably less than the summer 1994 two-year budget proposal estimate, and
is somewhat lower than the estimate in the January 1995 Governor's Budget.
5. General Fund support for the Department of Corrections is increased by
about 8 percent over 1994-95, reflecting estimates of increased prison
population. This amount is less than was proposed in the Governor's Budget.
THE FOREGOING DISCUSSION OF THE 1995-96 FISCAL YEAR BUDGET IS BASED IN LARGE
PART ON STATEMENTS MADE IN A RECENT ``PRELIMINARY OFFICIAL STATEMENT''
DISTRIBUTED BY THE STATE OF CALIFORNIA. IN THAT DOCUMENT, THE STATE INDICATED
THAT ITS DISCUSSION OF THE FISCAL YEAR BUDGET IS BASED ON ESTIMATES AND
PROJECTIONS OF REVENUES AND EXPENDITURES FOR THE CURRENT FISCAL YEAR AND MUST
NOT BE CONSTRUED AS STATEMENTS OF FACT. THE STATE NOTED FURTHER THAT THE
ESTIMATES AND PROJECTIONS ARE BASED UPON VARIOUS ASSUMPTIONS WHICH MAY BE
AFFECTED BY NUMEROUS FACTORS, INCLUDING FUTURE ECONOMIC CONDITIONS IN THE STATE
AND THE NATION, AND THAT THERE CAN BE NO ASSURANCE THAT THE ESTIMATES WILL BE
ACHIEVED.
State Appropriations Limit
The State is subject to an annual appropriations limit imposed by Article
XIIIB of the State Constitution (the ``Appropriations Limit''), and is
prohibited from spending ``appropriations subject to limitation'' in excess of
the Appropriations Limit. Article XIIIB, originally adopted in 1979, was
modified substantially by Propositions 98 and 111 in 1988 and 1990,
respectively. ``Appropriations subject to limitation'' are authorizations to
spend ``proceeds of taxes,'' which consist of tax revenues and certain other
funds, including proceeds from regulatory licenses, user charges or other fees
to the extent that such proceeds exceed the reasonable cost of providing the
regulation, product or service. The Appropriations Limit is based on the limit
for the prior year, adjusted annually for certain changes, and is tested over
consecutive two-year periods. Any excess of the aggregate proceeds of taxes
received over such two-year period above the combined Appropriation Limits for
those two years is divided equally between transfers to K-14 districts and
refunds to taxpayers.
Exempted from the Appropriations Limit are debt service costs of certain
bonds, court or federally mandated costs, and, pursuant to Proposition 111,
qualified capital outlay projects and appropriations or revenues derived from
any increase in gasoline taxes and motor vehicle weight fees above January 1,
1990 levels. Some recent initiatives were structured to create new tax revenues
dedicated to specific uses and expressly exempted from the Article XIIIB limits.
The Appropriations Limit may also be exceeded in cases of emergency arising from
civil disturbance or natural disaster declared by the Governor and approved by
two-thirds of the Legislature. If not so declared and approved, the
Appropriations Limit for the next three years must be reduced by the amount of
the excess.
Because of the complexities of Article XIIIB, the ambiguities and possible
inconsistencies in its terms, the applicability of its exceptions and exemptions
and the impossibility of predicting future appropriations, the Sponsor cannot
predict the impact of this or related legislation on the bonds in the California
Trust Portfolio. Other Constitutional amendments affecting state and local taxes
and appropriations have been proposed from time to time. If any such initiatives
are adopted, the State could be pressured to provide additional financial
assistance to local governments or appropriate revenues as mandated by such
initiatives. Propositions such as Proposition 98 and others that may be adopted
in the future, may place increasing pressure on the State's budget over future
years, potentially reducing resources available for
A-vii
<PAGE>
other State programs, especially to the extent that the Article XIIIB spending
limit would restrain the State's ability to fund such other programs by raising
taxes.
State Indebtedness
As of August 1, 1995, the State had over $18.93 billion aggregate amount of
its general obligation bonds outstanding. General obligation bond authorizations
in an aggregate amount of approximately $2.81 billion remained unissued as of
August 1, 1995. The State also builds and acquires capital facilities through
the use of lease purchase borrowing. As of August 1, 1995, the State had
approximately $5.56 billion of outstanding Lease-Purchase Debt.
In addition to the general obligation bonds, State agencies and authorities
had approximately $18.98 billion aggregate principal amount of revenue bonds and
notes outstanding as of June 30, 1995. Revenue bonds represent both obligations
payable from State revenue-producing enterprises and projects, which are not
payable from the General Fund, and conduit obligations payable only from
revenues paid by private users of facilities financed by such revenue bonds.
Such enterprises and projects include transportation projects, various public
works and exposition projects, educational facilities (including the California
State University and University of California systems), housing, health
facilities and pollution control facilities.
Litigation
The State is a party to numerous legal proceedings, many of which normally
occur in governmental operations. In addition, the State is involved in certain
other legal proceedings that, if decided against the State, might require the
State to make significant future expenditures or impair future revenue sources.
Ratings
On July 15, 1994, Standard & Poor's Corporation (``Standard & Poor's''),
Moody's Investors Service, Inc. (``Moody's''), and Fitch Investors Service, Inc.
(``Fitch'') all downgraded their ratings of California's general obligation
bonds. These bonds are usually sold in 20-to 30-year increments and used to
finance the construction of schools, prisons, water systems and other projects.
The ratings were reduced by Standard & Poor's from ``A+'' to ``A,'' by Moody's
from ``Aa'' to ``A1,'' and by Fitch from ``AA'' to ``A.'' Since 1991, when it
had a ``AAA'' rating, the State's rating has been downgraded three times by all
three ratings agencies. All three agencies cite the 1994-95 Budget Act's
dependence on a ``questionable'' federal bailout to pay for the cost of illegal
immigrants, the Proposition 98 guaranty of a minimum portion of State revenues
for kindergarten through community college, and the persistent deficit requiring
more borrowing as reasons for the reduced rating. Another concern was the
State's reliance on a standby mechanism which could trigger across-the-board
reductions in all State programs, and which could disrupt State operations,
particularly in fiscal year 1995-96. However, a Standard & Poor's spokesman
stated that, although the lowered-ratings means California is a riskier
borrower, Standard & Poor's anticipates that the State will pay off its debts
and not default. There can be no assurance that such ratings will continue for
any given period of time or that they will not in the future be further revised.
Fitch upgraded its rating of California's general obligation bonds from
``A'' to ``A+'' on February 26, 1996. No rating change was made, however, by
either Moody's or Standard & Poor's as of that date.
As a result of Orange County's Chapter 9 bankruptcy filing on December 6,
1994, Moody's suspended the county's bond ratings until January 6, 1995, when it
reinstated them at a rating of ``Caa.'' On December 6, 1994, Standard & Poor's
cut its rating of all Orange County debt from ``AA-'' to ``CCC,'' a level below
investment grade and an indication of high risk and uncertainty, and on December
8, 1994, Standard & Poor's further reduced its rating to ``D'' indicating
default status. Fitch does not rate Orange County bonds. It is anticipated that
as Orange County's credit and bond ratings fall, it will have difficulty in
getting loans or selling its bonds to raise money. Additionally, the County's
bankruptcy filing could affect about 180 municipalities, school districts, and
other municipal entities which entrusted billions of dollars to Orange County to
invest. Standard & Poor's has informed such entities that they have been placed
on negative credit watch, the usual step prior to a downgrade of credit rating.
The Sponsor believes the information summarized above describes some of the
more significant aspects relating to the California Trust. The sources of such
information are Preliminary Official Statements and Official Statements relating
to the State's general obligation bonds and the State's revenue anticipation
notes, or obligations of other issuers located in the State of California, or
other publicly available documents. Although the Sponsor has not independently
verified this information, it has no reason to believe that such information is
not correct in all material respects.
A-viii
<PAGE>
SUPPLEMENT TO PART B--TAX STATUS
California Trust
On the Date of Deposit, special California counsel for the Sponsor rendered
an opinion under the then existing California state income tax law which read as
follows:
The Trust is not an association taxable as a corporation under the income
tax laws of the State of California;
The income, deductions and credits against tax of the Trust will be
treated as the income, deductions and credits against tax of the holders of
Units in the Trust under the income tax laws of the State of California;
Interest on the bonds held by the Trust to the extent that such interest
is exempt from taxation under California law will not lose its character as
tax-exempt income merely because that income is passed through to the
holders of Units; however, a corporation subject to the California franchise
tax is required to include that interest income in its gross income for
purposes of determining its franchise tax liability;
Each holder of a Unit in the Trust will have a taxable event when the
Trust disposes of a bond (whether by sale, exchange, redemption, or payment
at maturity) or when the Unit holder redeems or sells his Units. The total
tax cost of each Unit to a holder of a Unit in the Trust is allocated among
each of the bond issues held in the Trust (in accordance with the proportion
of the Trust comprised by each bond issue) in order to determine the
holder's per Unit tax cost for each bond issue, and the tax cost reduction
requirements relating to amortization of bond premium will apply separately
to the per Unit tax cost of each bond issue. Therefore, under some
circumstances, a holder of a Unit may realize taxable gain when the Trust
disposes of a bond or the holder's Units are sold or redeemed for an amount
equal to or less than his original cost of the bond or Unit;
Each holder of a Unit in the Trust is deemed to be the owner of a pro
rata portion of the Trust under the personal property tax laws of the State
of California;
Each Unit holder's pro rata ownership of the bonds held by the Trust, as
well as the interest income therefrom, is exempt from California personal
property taxes; and
Amounts paid in lieu of interest on defaulted bonds held by the Trustee
under policies of insurance issued with respect to such bonds will be
excludable from gross income for California income tax purposes if, and to
the same extent as, those amounts would have been so excludable if paid as
interest by the respective issuer.
In the opinion of Messrs. Kopesky & Welke, LLP, special California counsel to
the Sponsor, no change in law has occurred since the Date of Deposit which would
require a change in the above opinion.
A-ix
<PAGE>
<AUDIT-REPORT>
INDEPENDENT AUDITORS' REPORT
THE UNIT HOLDERS, SPONSOR AND TRUSTEE
NATIONAL MUNICIPAL TRUST
SERIES 144 (UNINSURED)
MULTISTATE SERIES 46
consisting of:
California Trust (Insured)
We have audited the statements of financial condition and schedules of
portfolio securities of the National Municipal Trust Series 144 (Uninsured)
and Multistate Series 46 consisting of the California Trust (Insured) as of
October 31, 1996, and the related statements of operations and changes in
net assets for each of the three years in the period then ended. These
financial statements are the responsibility of the Trustee (see Footnote
(a)(1)). 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.
Our procedures included confirmation of the securities owned as of
October 31, 1996 as shown in the statements of financial condition and
schedules of portfolio securities by correspondence with The Chase Manhattan
Bank, the Trustee. An audit also includes assessing the accounting
principles used and the 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 the National Municipal
Trust Series 144 (Uninsured) and Multistate Series 46 consisting of the
California Trust (Insured) as of October 31, 1996, and the results of their
operations and the changes in their net assets for each of the three years
in the period then ended in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
January 24, 1997
New York, New York
</AUDIT-REPORT>
A-1
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
October 31, 1996
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value
(amortized cost $9,437,810) (Note (a) and
Schedule of Portfolio Securities Notes (4) and (5)) $10,026,391
Receivable for securities sold or redeemed 77,101
Accrued interest receivable 192,303
Total 10,295,795
LIABILITIES AND NET ASSETS
Less Liabilities:
Payable for Units redeemed 77,753
Cash overdraft 11,021
Accrued Trust fees and expenses 2,972
Total liabilities 91,746
Net Assets:
Balance applicable to 9,720 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus unrealized market
appreciation of $588,581 $10,026,391
Undistributed principal and net investment
income (Note (b)) 177,658
Net assets $10,204,049
Net asset value per Unit ($10,204,049 divided by 9,720 Units) $ 1,049.80
See notes to financial statements
</TABLE>
A-2
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
<TABLE>
<CAPTION>
For the years ended October 31,
1996 1995 1994
<S> <C> <C> <C>
Investment income - interest $698,296 $ 702,852 $703,530
Less Expenses:
Trust fees and expenses 15,502 15,628 15,656
Total expenses 15,502 15,628 15,656
Investment income - net 682,794 687,224 687,874
Net (loss) gain on investments:
Realized gain (loss) on securities sold
or redeemed 29,054 (421) (2,394)
Net unrealized market (depreciation)
appreciation (32,078) 619,984 (783,065)
Net (loss) gain on investments (3,024) 619,563 (785,459)
Net increase (decrease) in net assets resulting
from operations $679,770 $1,306,787 $(97,585)
</TABLE>
See notes to financial statements
A-3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
<TABLE>
<CAPTION>
For the years ended October 31,
1996 1995 1994
<S> <C> <C> <C>
Operations:
Investment income - net $ 682,794 $ 687,224 $ 687,874
Realized gain (loss) on securities sold
or redeemed 29,054 (421) (2,394)
Net unrealized market (depreciation)
appreciation (32,078) 619,984 (783,065)
Net increase (decrease) in net
assets resulting from operations 679,770 1,306,787 (97,585)
Less Distributions to Unit Holders:
Principal (13,899) - (45,000)
Investment income - net (672,418) (676,966) (678,800)
Total distributions (686,317) (676,966) (723,800)
Less Capital Share Transactions:
Redemption of 279 Units and 1 Unit,
respectively (286,652) (1,006) -
Accrued interest on redemption (4,882) (19) -
Total capital share transactions (291,534) (1,025) -
Net (decrease) increase in net assets (298,081) 628,796 (821,385)
Net assets:
Beginning of year 10,502,130 9,873,334 10,694,719
End of year (including undistributed prin-
cipal and net investment income of
$177,658 and $185,789, and undistributed
net investment income of $180,745,
respectively) $10,204,049 $10,502,130 $9,873,334
</TABLE>
See notes to financial statements
A-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
October 31, 1996
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Schedule of Portfolio
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of the Trust included in the Registration
Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except the value on the date of deposit
(November 20, 1991) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust is not an association taxable as a corporation for Federal
income tax purposes; accordingly, no provision is required for such
taxes.
(4) Expenses
The Trust pays an annual Trustee's fee, estimated expenses,
Evaluator's fees, and an annual Sponsor's portfolio supervision
fee, and may incur additional charges as explained under "Expenses
and Charges" in Part B of this Prospectus.
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the twenty-fifth day of each month, after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Rights of Units Holders - Distribution of Interest and
Principal" in Part B of this Prospectus.
A-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
October 31, 1996
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (November 20, 1991)
exclusive of accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of October 31, 1996 follows:
<TABLE>
<S> <C>
Original cost to investors $10,265,963
Less: Gross underwriting commissions (sales charge) (487,600)
Net cost to investors 9,778,363
Cost of securities sold or redeemed (383,703)
Unrealized market appreciation 588,581
Accumulated interest accretion 43,150
Net amount applicable to investors $10,026,391
</TABLE>
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
<TABLE>
<CAPTION>
For the years ended October 31,
1996 1995 1994
<S> <C> <C> <C>
Principal distributions during year $ 1.39 $ - $ 4.50
Net investment income distributions
during year $ 67.68 $ 67.70 $ 67.88
Net asset value at end of year $1,049.80 $1,050.32 $987.33
Trust Units outstanding at end
of year 9,720 9,999 10,000
</TABLE>
A-6
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
October 31, 1996
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value
<F4><F5>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1. Broward County, Florida,
Resource Recovery Revenue
Bonds, Series 1984 (SES
Broward Company, L.P. South
Project). A $ 170,000 7.950% 12/01/08 12/01/96@100 12/01/99@103 $ 187,245
2. Illinois Health Facilities
Authority, Revenue Bonds,
Series 1989B (Illinois
Masonic Medical Center).<F7> Aaa<F6> 500,000 7.700 10/01/19 10/01/10@100 10/01/99@102 553,775
3. Indiana Housing Finance
Authority, Single-Family
Mortgage Revenue Bonds,
(GNMA Collateralized Home
Mortgage Program), 1990
Series F. <F8> Aaa<F6> 925,000 7.750 07/01/22 01/01/16@100 01/01/01@102 980,315
4. City of Owensboro, Ken-
tucky, Electric Light and
Power System Revenue Bonds,
1991-B Series, (AMBAC
Insured). <F10> AAA 600,000 0.000 01/01/17 NONE NONE 185,730
5. Kentucky Development
Finance Authority, Hospital
Facilities Revenue Bonds,
Series 1991 (St. Claire Med-
ical Center, Inc. Project).
<F7> <F9> 1,130,000 7.125 09/01/21 09/01/07@100 09/01/01@102 1,260,526
6. Massachusetts Bay Trans-
portation Authority, General
Transportation System Bonds,
1991 Series A. <F7> Aaa<F6> 560,000 7.000 03/01/22 03/01/13@100 03/01/01@102 624,456
7. Michigan State Housing
Development Authority, Ren-
tal Housing Revenue Bonds,
1990 Series B. A+ 1,000,000 7.550 04/01/23 04/01/11@100 04/01/01@102 1,065,860
8. County of Ward, North
Dakota, Health Care Facili-
ties, Refunding Revenue
Bonds, (Trinity Obligated
Group), Series 1991B. BBB+ 1,000,000 7.500 07/01/11 07/01/05@100 07/01/01@102 1,092,430
9. New York State Medical
Care Facilities Finance
Agency, Mental Health Serv-
ices Facilities Improvement
Revenue Bonds, 1990 Series
B. <F7> Aaa<F6> 195,000 7.875 08/15/20 02/15/09@100 08/15/00@102 221,516
10. New York State Medical
Care Facilities Finance
Agency, Mental Health Serv-
ices Facilities Improvement
Revenue Bonds, 1990 Series B. BBB+ 140,000 7.875 08/15/20 02/15/09@100 08/15/00@102 156,352
11. New York State Urban
Development Corporation,
State Facilities Revenue
Bonds, Series 1991. <F7> Aaa<F6> 400,000 7.500 04/01/20 04/01/12@100 04/01/01@102 454,996
12. Trustees of the Tulsa
Municipal Airport Trust,
Revenue Bonds, Series 1991,
American Airlines. <F8> Baa2<F6> 1,000,000 7.600 12/01/30 NONE 06/01/01@102 1,075,970
</TABLE>
A-7
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
(CONTINUED)
October 31, 1996
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F1> Amount Rate Date Redemptions<F3> Redemptions<F2> Value
<F4><F5>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
13. Tulsa Industrial Author-
ity, Hospital Revenue Bonds,
(Tulsa Regional Medical Cen-
ter), Series 1991A. <F7> AAA $1,000,000 7.625% 06/01/17 06/01/07@100 06/01/01@102 $ 1,131,470
14. Greenville County, South
Carolina, Industrial Devel-
opment Revenue Bonds, (Lock-
heed Aeromod Center, Inc.
Project), Series 1991. <F8> BBB+ 1,000,000 7.200 11/01/21 11/01/12@100 11/01/01@102 1,035,750
$9,620,000 $10,026,391
</TABLE>
See notes to schedule of portfolio securities
A-8
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
SERIES 144
(UNINSURED)
October 31, 1996
<F1> All ratings are provided by Standard & Poor's Corporation, unless
otherwise indicated. A brief description of applicable Security
ratings is given under "Bond Ratings" in Part B of this Prospectus.
<F2> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless otherwise
indicated, each issue continues to be redeemable at declining
prices thereafter but not below par. Securities listed as non-
callable, as well as Securities listed as callable, may also be
redeemable at par under certain circumstances from special
redemption payments.
<F3> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price on that date.
<F4> The market value of the Securities as of October 31, 1996 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F5> At October 31, 1996, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $588,581
Gross unrealized market depreciation -
Unrealized market appreciation $588,581
</TABLE>
The amortized cost of the Securities for Federal income tax purposes
was $9,437,810 at October 31, 1996.
<F6> Moody's Investors Service, Inc. rating.
<F7> The Issuers of Portfolio Nos. 2, 5, 6, 9, 11 and 13 have indicated
that they will refund these Securities on their respective optional
redemption dates.
<F8> In the opinion of bond counsel to the issuing governmental
authorities, interest payments on these bonds will be a tax
preference item for individuals and corporations for alternative
minimum tax purposes. Normally, the bonds pay interest
semiannually. The payment dates can generally be determined based
on the date of maturity, i.e., a bond maturing on December 1 will
pay interest semiannually on June 1 and December 1. See "Tax
Status" in Part B of this Prospectus.
<F9> This Security, although unrated, has, in the opinion of the Sponsor,
credit characteristics comparable to an investment grade Security.
<F10>Insurance to maturity has been obtained by the issuer from the
listed Insurance Company from this Security. The AAA rating on
this Security is based in part on the creditworthiness and claims-
paying ability of the Insurance Company.
A-9
<PAGE>
STATEMENT OF FINANCIAL CONDITION
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
October 31, 1996
TRUST PROPERTY
<TABLE>
<S> <C>
Investments in municipal bonds at market value
(amortized cost $1,915,696 (Note (a) and
Schedule of Portfolio Securities Notes (4) and (5)) $2,044,253
Accrued interest receivable 44,573
Total 2,088,826
LIABILITIES AND NET ASSETS
Less Liabilities:
Cash overdraft 13,472
Accrued Trust fees and expenses 373
Total liabilities 13,845
Net Assets:
Balance applicable to 2,385 Units of fractional
undivided interest outstanding (Note (c)):
Capital, plus net unrealized market
appreciation of $128,557 $2,044,253
Undistributed principal and
net investment income (Note (b)) 30,728
Net assets $2,074,981
Net asset value per Unit ($2,074,981 divided by 2,385 Units) $ 870.01
</TABLE>
See notes to financial statements
A-10
<PAGE>
STATEMENTS OF OPERATIONS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
<TABLE>
<CAPTION>
For the years ended October 31,
1996 1995 1994
<S> <C> <C> <C>
Investment income - interest $152,685 $212,847 $216,252
Less Expenses:
Trust fees and expenses 3,922 5,434 5,535
Total expenses 3,922 5,434 5,535
Investment income - net 148,763 207,413 210,717
Net (loss) gain on investments:
Realized gain on securities sold or redeemed 71,886 5,305 136
Net unrealized market (depreciation) appreciation (92,086) 122,674 (279,233)
Net (loss) gain on investments (20,200) 127,979 (279,097)
Net increase (decrease) in net assets resulting from
operations $128,563 $335,392 $(68,380)
</TABLE>
See notes to financial statements
A-11
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
<TABLE>
<CAPTION>
For the years ended October 31,
1996 1995 1994
<S> <C> <C> <C>
Operations:
Investment income - net $ 148,763 $ 207,413 $ 210,717
Realized gain of securities sold or redeemed 71,886 5,305 136
Net unrealized market (depreciation)
appreciation (92,086) 122,674 (279,233)
Net increase (decrease) in net
assets resulting from operations 128,563 335,392 (68,380)
Less Distributions to Unit Holders:
Principal (410,863) - (54,978)
Investment income - net (151,480) (201,000) (205,002)
Total distributions (562,343) (201,000) (259,980)
Less Capital Share Transactions:
Redemption of 921 Units, 48 Units and 46
Units, respectively (844,684) (48,136) (45,376)
Accrued interest on redemption (13,778) (766) (652)
Total capital share transactions (858,462) (48,902) (46,028)
Net (decrease) increase in net assets (1,292,242) 85,490 (374,388)
Net assets:
Beginning of year 3,367,223 3,281,733 3,656,121
End of year (including undistributed prin-
cipal and net investment income of $30,728
and $55,815, and undistributed net invest-
ment income of $54,657, respectively) $2,074,981 $3,367,223 $3,281,733
</TABLE>
See notes to financial statements
A-12
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
October 31, 1996
(a) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Trust is registered under the Investment Company Act of 1940 as a
Unit Investment Trust. The following is a summary of the significant
accounting policies of the Trust:
(1) Basis of Presentation
The Trustee has custody of and responsibility for all accounting and
financial books, records, financial statements and related data of
the Trust and is responsible for establishing and maintaining a
system of internal controls directly related to, and designed to
provide reasonable assurance as to the integrity and reliability
of, financial reporting of the Trust. The Trustee is also
responsible for all estimates and accruals reflected in the Trust's
financial statements. The Evaluator determines the price for each
underlying Security included in the Trust's Schedule of Portfolio
Securities on the basis set forth in Part B of this Prospectus,
"Public Offering of Units - Public Offering Price". Under the
Securities Act of 1933 ("the Act"), as amended, the Sponsor is
deemed to be an issuer of the Trust Units. As such, the Sponsor
has the responsibility of an issuer under the Act with respect to
financial statements of the Trust included in the Registration
Statement under the Act and amendments thereto.
(2) Investments
Investments are stated at market value as determined by the
Evaluator based on the bid side evaluations on the last day of
trading during the period, except the value on the date of deposit
(November 20, 1991) represents the cost of investments to the Trust
based on the offering side evaluations as of the date of deposit.
(3) Income Taxes
The Trust is not an association taxable as a corporation for Federal
income tax purposes; accordingly, no provision is required for such
taxes.
(4) Expenses
The Trust pays an annual Trustee's fee, estimated expenses,
Evaluator's fees, and an annual Sponsor's portfolio supervision
fee, and may incur additional charges as explained under "Expenses
and Charges" in Part B of this Prospectus.
(b) DISTRIBUTIONS
Interest received by the Trust is distributed to the Unit Holders on or
shortly after the twenty-fifth day of each month, after deducting
applicable expenses. Receipts other than interest are distributed as
explained in "Rights of Units Holders - Distribution of Interest and
Principal" in Part B of this Prospectus.
A-13
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
October 31, 1996
(c) ORIGINAL COST TO INVESTORS
The original cost to investors represents the aggregate initial public
offering price as of the date of initial deposit (November 20, 1991)
exclusive of accrued interest.
A reconciliation of the original cost of Units to investors to the net
amount applicable to investors as of October 31, 1996 follows:
<TABLE>
<S> <C>
Original cost to investors $3,372,983
Less: Gross underwriting commissions (sales charge) (160,208)
Net cost to investors 3,212,775
Cost of securities sold or redeemed (1,325,368)
Net unrealized market appreciation 128,557
Accumulated interest accretion 28,289
Net amount applicable to investors $2,044,253
</TABLE>
(d) OTHER INFORMATION
Selected data for a Unit of the Trust during each year:
<TABLE>
<CAPTION>
For the years ended December 31,
1996 1995 1994
<S> <C> <C> <C>
Principal distributions during
year $136.59 $ - $ 16.17
Net investment income distributions
during year $ 55.93 $ 60.00 $ 60.43
Net asset value at end of year $870.01 $1,018.52 $978.45
Trust Units outstanding at end
of year 2,385 3,306 3,354
</TABLE>
A-14
<PAGE>
SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
October 31, 1996
<TABLE>
<CAPTION>
Port- Optional
folio Rating Face Coupon Maturity Sinking Fund Refunding Market
No. Title of Securities <F16> <F11> Amount Rate Date Redemptions<F13> Redemptions<F12> Value
<F14><F15>
<C> <S> <C> <C> <C> <C> <C> <C> <C>
1. California Health Facili-
ties Financing Authority,
Insured Health Facility Rev-
enue Bonds, (Catholic Health-
Care West), 1991 Series D
(AMBAC Insured). <F17> AAA $ 95,000 6.500% 07/01/16 07/01/05@100 07/01/01@102 $ 104,072
2. California Housing Finance
Agency, Home Mortgage Reve-
nue Bonds, 1991 Series F,
(MBIA Insured). AAA 145,000 6.850 08/01/17 02/01/12@100 08/01/01@102 152,973
3. Certificates of Particip-
ation, (1991 School Improve-
ments Project), Sulphur
Springs Union School Dis-
trict, County of Los
Angeles, California, (MBIA
Insured). AAA 300,000 0.000 09/01/15 NONE NONE 101,889
4. Certificates of Particip-
ation, (Alameda County
Santa Rita Jail Project),
County of Alameda, Califor-
nia, Alameda County Public
Facilities Corporation,
(MBIA Insured). <F17> AAA 250,000 7.250 12/01/13 NONE 12/01/00@102 282,042
5. City of Antioch, Certifi-
cates of Participation,
(Police Facilities), City
of Antioch, California,
Antioch Development Agency,
(MBIA Insured). <F17> AAA 400,000 7.300 01/01/16 NONE 01/01/[email protected] 445,260
6. East Bay Municipal Utility
District, (Alameda and Con-
tra Costa Counties, Califor-
nia), Water System Subordin-
ated Revenue Bonds, Series
1990, (MBIA Insured). <F17> AAA 400,000 7.600 06/01/20 06/01/19@100 06/01/00@102 450,964
7. Los Angeles County, Trans-
portation Commission, (Cali-
fornia), Sales Tax Revenue
Refunding Bonds, Series
1991-B, (FGIC Insured). AAA 455,000 6.500 07/01/15 07/01/07@100 07/01/01@102 490,481
8. The City of Los Angeles,
(California), Los Angeles
Convention and Exhibition
Center Authority, Certifi-
cates of Participation,
1990 Series, (AMBAC Insured).
<F17> AAA 15,000 7.000 08/15/08 08/15/06@100 08/15/00@102 16,572
$2,060,000 $2,044,253
</TABLE>
See notes to schedule of portfolio securities
A-15
<PAGE>
NOTES TO SCHEDULE OF PORTFOLIO SECURITIES
NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
October 31, 1996
<F11> All ratings are provided by Standard & Poor's Corporation, unless
otherwise indicated. A brief description of applicable Security
ratings is given under "Bond Ratings" in Part B of this Prospectus.
<F12> There is shown under this heading the date on which each issue of
Securities is redeemable by the operation of optional call
provisions and the redemption price for that date; unless otherwise
indicated, each issue continues to be redeemable at declining
prices thereafter but not below par. Securities listed as non-
callable, as well as Securities listed as callable, may also be
redeemable at par under certain circumstances from special
redemption payments.
<F13> There is shown under this heading the date on which an issue of
Securities is subject to scheduled sinking fund redemption and the
redemption price on that date.
<F14> The market value of the Securities as of October 31, 1996 was
determined by the Evaluator on the basis of bid side evaluations
for the Securities at such date.
<F15> At October 31, 1996, the unrealized market appreciation of all
Securities was comprised of the following:
<TABLE>
<S> <C>
Gross unrealized market appreciation $128,557
Gross unrealized market depreciation -
Unrealized market appreciation $128,557
</TABLE
The amortized cost of the Securities for Federal income tax purposes
was $1,915,696 at October 31, 1996.
<F16> Insurance to maturity has been obtained by the Issuer from the
listed Insurance Company for the Securities. The "AAA" ratings on
these Securities are based in part on the creditworthiness and
claims-paying ability of the Insurance Company insuring such
Security to maturity. No premium is payable therefore by the
Trust.
<F17> The Issuers of Portfolio Nos. 1, 4, 5, 6 and 8 have indicated that
they will refund these Securities on their respective optional
redemption dates.
A-16
<PAGE>
(MODULE)
[NAME] NMT-PUT-PTB-996
[CIK] 0000941856
[CCC] 3ttrjz#m
(/MODULE)
<PAGE>
This Post-Effective Amendment to the Registration Statement on
Form S-6 comprises the following papers and documents:
The facing sheet on Form S-6.
The Prospectus.
Signatures.
Consent of Kopesky & Welke, LLP (included in Exhibit 8), inde-
pendent public accountants and consent of evaluator; all other
consents were previously filed.
UNDERTAKING
The following Exhibits:
****Ex-3.(i) - Restated Certificate of Incorporation of Pru-
dential Securities Incorporated dated March
29, 1993.
*****Ex-3.(ii) - Revised By-Laws of Prudential Securities Incor-
porated as amended through June 21, 1997.
+Ex-4 - Trust Indenture and Agreement dated
September 6, 1989.
*Ex-8 - Opinion of Kopesky & Welke, LLP.
*Ex-23 - Consent of Kenny S&P Evaluation Services, a
division of J.J. Kenny Co., Inc. (as
evaluator).
***Ex-24 - Powers of Attorney executed by a majority of
the Board of Directors of Prudential Securi-
ties Incorporated.
*Ex-27 - Financial Data Schedule for Series 144.
*Ex-27.1 - Financial Data Schedule for Multistate
Series 46 (California).
Ex-99 Information as to Officers and Directors of
Prudential Securities Incorporated is incor-
porated by reference to Schedules A and D of
Form BD filed by Prudential Securities Incor-
porated pursuant to Rules l5b1-1 and l5b3-1
under the Securities Exchange Act of 1934
(1934 Act File No. 8-16267).
**Ex-99.2 - Affiliations of Sponsor with other investment
companies.
**Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
+Ex-99.4 - Investment Advisory Agreement.
_________________________
* Filed herewith.
II-1
<PAGE>
** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
Prudential Unit Trusts, Insured Tax-Exempt Series 1, Registra-
tion No. 6-89263.
*** Incorporated by reference to exhibits of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust Series 172, Registration No. 33-54681
and National Equity Trust, Top Ten Portfolio Series 3, Regis-
tration No. 333-15919.
**** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
Government Securities Equity Trust Series 5, Registration No.
33-57992.
***** Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust, Series 186, Registration No.
33-54697.
+ Incorporated by reference to exhibit of same designation filed
with the Securities and Exchange Commission as an exhibit to
the Registration Statement under the Securities Act of 1933 of
National Municipal Trust, Insured Series 43, Registration No.
33-29314.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Municipal Trust, Series 144 and Multistate Series 46
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 amendments thereto
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 24th day of February,
1997.
NATIONAL MUNICIPAL TRUST,
Series 144
Multistate Series 46
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons,* who
constitute a majority of the
Board of Directors of Prudential
Securities Incorporated
Robert C. Golden
Alan D. Hogan
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
Hardwick Simmons
Lee B. Spencer, Jr.
By __/s/ Kenneth Swankie ___
(Kenneth Swankie,
Senior Vice President,
Manager--Unit Investment
Trust Department,
as authorized
signatory for Prudential Securities
Incorporated and Attorney-
in-Fact for the persons
listed above)
_____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consents of counsel to the use of their names in the Prospec-
tus included in this Registration Statement are contained in their opinions
filed as Exhibit 5 and 8-CA to the Registration Statement.
II-4
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 24, 1997, accompanying the
financial statements of the National Municipal Trust Series 144 (Uninsured)
and Multistate Series 46 consisting of the California Trust (Insured)
included herein and to the reference to our Firm as experts under the
heading "Auditors" in the prospectus which is a part of this registration
statement.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
February 19, 1997
New York, New York
II-5
</TABLE>
<PAGE>
Ex-8
Letterhead of Kopesky & Welke, LLP
February 25, 1997
Prudential Securities Incorporated
One New York Plaza
New York, NY 10292
Re: National Municipal Trust
Multistate Series 46
Gentlemen:
Pursuant to your request, we have reviewed the opinion included
in the Prospectus for the captioned Series expressed by prior California
counsel to the Sponsor regarding the California income and property tax
status of the above-captioned Series of the National Municipal Trust. We
are of the opinion that such opinion, a copy of which is included in the
Prospectus for the above-captioned Series, remains valid and that no change
has occurred which would require a change to such opinion and you may rely
on it in connection with the filing of a Post Effective Amendment to such
Series.
We consent to the use of our name under the caption "Supplement
to Part B - Tax Status" in the Prospectus comprising a part of the above-
captioned Post Effective Amendment and we consent to the filing of this
opinion as an exhibit to said Post Effective Amendment.
Very truly yours,
Kopesky & Welke
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of J.J. Kenny Co., Inc.)
February 25, 1997
Prudential Securities Incorporated
1 New York Plaza
New York, NY 10292
Re: National Municipal Trust,
Post-Effective Amendment No. 5
Series 144
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-42767 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 Registration of the references to Kenny S&P Eval-
uation 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 as of the date of the evaluation report.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<PAGE>
Exhibit 23
Letterhead of Kenny S&P Evaluation Services
(a division of J.J. Kenny Co., Inc.)
February 25, 1997
Prudential Securities Incorporated
1 New York Plaza
New York, NY 10292
Re: National Municipal Trust,
Post-Effective Amendment No. 5
Multistate Series 46
Gentlemen:
We have examined the post-effective Amendment to the Registration
Statement File No. 33-42769 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 Registration Statement of the references 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 as of the date of the evaluation report.
You are hereby authorized to file a copy of this letter with the
Securities and Exchange Commission.
Sincerely,
Frank A. Ciccotto
Frank A. Ciccotto
Vice President
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS FOR NATIONAL MUNICIPAL TRUST
SERIES 144 (UNINSURED) AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000879128
<NAME> NATIONAL MUNICIPAL TRUST
SERIES 144 (UNINSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
SERIES (UNINSURED)
<NUMBER> 144
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Oct-31-1996
<PERIOD-START> Nov-1-1995
<PERIOD-END> Oct-31-1996
<INVESTMENTS-AT-COST> 9,437,810
<INVESTMENTS-AT-VALUE> 10,026,391
<RECEIVABLES> 269,404
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 10,295,795
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 91,746
<TOTAL-LIABILITIES> 91,746
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,438,008
<SHARES-COMMON-STOCK> 9,720
<SHARES-COMMON-PRIOR> 9,999
<ACCUMULATED-NII-CURRENT> 177,460
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 588,581
<NET-ASSETS> 10,204,049
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 688,467
<OTHER-INCOME> 9,829
<EXPENSES-NET> 15,502
<NET-INVESTMENT-INCOME> 682,794
<REALIZED-GAINS-CURRENT> 29,054
<APPREC-INCREASE-CURRENT> (32,078)
<NET-CHANGE-FROM-OPS> 679,770
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 672,418
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 13,899
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 279
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (298,081)
<ACCUMULATED-NII-PRIOR> 181,795
<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
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE
STATEMENTS FOR NMT MULTISTATE SERIES
46 CAL. TRUST (INSURED) AND IS QUALIFIED
IN ITS ENTIRETY BY REF. TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<RESTATED>
<CIK> 0000879129
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES 46
CALIFORNIA TRUST
(INSURED)
<SERIES>
<NAME> NATIONAL MUNICIPAL TRUST
MULTISTATE SERIES
CALIFORNIA TRUST
(INSURED)
<NUMBER> 46
<MULTIPLIER> 1
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Oct-31-1996
<PERIOD-START> Nov-1-1995
<PERIOD-END> Oct-31-1996
<INVESTMENTS-AT-COST> 1,915,696
<INVESTMENTS-AT-VALUE> 2,044,253
<RECEIVABLES> 44,573
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,088,826
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 13,845
<TOTAL-LIABILITIES> 13,845
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,914,354
<SHARES-COMMON-STOCK> 2,385
<SHARES-COMMON-PRIOR> 3,306
<ACCUMULATED-NII-CURRENT> 32,070
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 128,557
<NET-ASSETS> 2,074,981
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 146,813
<OTHER-INCOME> 5,872
<EXPENSES-NET> 3,922
<NET-INVESTMENT-INCOME> 148,763
<REALIZED-GAINS-CURRENT> 71,886
<APPREC-INCREASE-CURRENT> (92,086)
<NET-CHANGE-FROM-OPS> 128,563
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 151,480
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 410,863
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 921
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,292,242)
<ACCUMULATED-NII-PRIOR> 54,437
<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>
